WITTER DEAN COLDWELL BANKER TAX EXEMPT MORTGAGE FUND LP, 10-K, 1997-03-27

WITTER DEAN COLDWELL BANKER TAX EXEMPT MORTGAGE FUND LP
10-K, 1997-03-27
REAL ESTATE

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996

[ ] 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 1 of 42
<PAGE>
PART I

ITEM 1. BUSINESS

Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership"), is a limited partnership formed in August 1986 under
the Uniform Limited Partnership Act of the State of Delaware to
invest in a portfolio of federally tax-exempt revenue bonds. These
bonds, which are commonly known as industrial development or revenue
bonds, are issued as special obligations of various state or local
governments or their agencies or authorities. The proceeds of such
bonds were used to fund mortgage loans to finance the construction
and/or ownership of income-producing multi-family residential
properties. Each of the revenue bonds is primarily secured by the
real property financed by the mortgage loan.

TEMPO-GP Inc. (the "General Partner"), a Delaware corporation which
is wholly-owned by Dean Witter, Discover & Co. ("DWD") is the sole
general partner of the Partnership. The General Partner manages and
controls the affairs of the Partnership. The terms of the
transactions between the Partnership and the General Partner and its
affiliates are set forth in the financial statements in Item 8 and
in Item 13 below.

TEMPO-LP Inc. (the "Limited Partner"), a Delaware corporation
wholly-owned by DWD, is the sole limited partner of the Partnership.
The Limited Partner assigned its interests in the Partnership to
investors; such interests are represented by assigned benefit
certificates ("ABCs"). The Limited Partner acts as nominee or agent
for the investors with respect to matters pertaining to the
Partnership. The Limited Partner has no power to conduct any other
business or investment activity. The Partnership and the Limited
Partner are sometimes collectively referred to herein as the
"Registrants".

In 1986, the Partnership issued 7,454,110 units of ABCs with gross
proceeds from the offering of $149,082,200. The offering has been
terminated and no additional ABCs will be sold.

The proceeds from the offering were used to purchase ten series of
revenue bonds which funded the development of eight multi-family
residential properties (the "Properties"). The terms of the
mortgage loans funded by the revenue bonds mirror the terms of the
corresponding revenue bonds. The mortgage loans are obligations of
the respective owners of the Properties and are collateralized by
first mortgages on the Properties. The revenue bonds are non-
recourse with respect to the issuers of the bonds. The revenue
bonds and the related mortgage loans and Properties are described in
Item 2 and the Notes to the financial statements in Item 8.

In order to protect the tax-exempt status of the revenue bonds, the
owners of the Properties are required to enter into certain
agreements to own, manage and operate the Properties in accordance
with the requirements of the Internal Revenue Code.

The federally tax-exempt interest may be an item of tax preference
for purposes of the federal alternative minimum tax. The
Partnership may also generate other taxable income for all investors
from time to time; however, such amounts are expected to be nominal.

The Partnership considers its business to include one industry
segment, investing in federally tax-exempt revenue bonds. Financial
information regarding the Partnership is set forth in the
Partnership's financial statements in Item 8 below.

The Partnership has the right to require the issuers of the bonds to
repurchase them within approximately twelve to fifteen years after
completion of construction of the related properties. The
Partnership anticipates holding the revenue bonds for approximately
fourteen to seventeen years; however, the Partnership may retain the
bonds for a longer period of time if market conditions so warrant.

The issuers of the revenue bonds also have the right to prepay the
bonds approximately eight to ten years after their issuance.

The Partnership's business is indirectly affected by competition to
the extent that Properties may be subject to competition from
neighboring properties. Further information regarding competition
in the markets where the Properties are located is set forth in Item
7, "Management's Discussion and Analysis of Financial Conditions and
Results of Operations".

The Registrants have no employees.

All of the Registrants' business is conducted in the United States.

<PAGE>
ITEM 2. PROPERTIES

The Registrants' principal offices are located at Two World Trade
Center, New York, New York 10048. The Registrants have no other
offices.

The following table lists the revenue bonds the Partnership has
purchased and the corresponding mortgage loans and Properties:
<TABLE>
<CAPTION>
Original Property Maturity
Bond/Loan Closing Location Occupancy Date of
Property Principal Date of Property 12/31/96 Bond/Loan
<S> <C> <C> <C> <C> <C>
Park at Landmark1 $ 34,650,000 3/12/87 Alexandria, VA 92% 6/1/08

Burlington Arboretum
Apartments 29,326,500 9/22/87 Burlington, MA 98% 9/22/11

SunBrook Apartments2 16,325,000 12/16/87 St. Charles
County, MO 82% 12/1/11

Pine Club Apartments 13,600,000 9/23/88 Orlando, FL 95% 9/1/12

Wildcreek Apartments 11,000,000 7/16/87 Clarkston, GA 95% 7/1/11

The Township in Hampton Woods 10,800,000 11/14/88 Hampton, VA 93% 11/1/09

High Ridge Apartments 9,900,000 12/21/87 Albuquerque, NM 98% 12/1/11

Fountain Head Apartments3 4,900,000 12/31/87 Kansas City, MO 95% 12/1/08

Total $130,501,500

</TABLE>
1. The Partnership and an affiliate of the General Partner each own
a 50% interest in the entity which owns the property. The
property consists of land and two high-rise buildings containing
396 units.

2. The Partnership and an affiliate of the General Partner each own
a 50% interest in the entity which owns the property. The
property consists of land and 30 buildings containing 476 units.

3. The Partnership and Fountain Head Partners, an unaffiliated
party, each own a 50% interest in the entity which owns the
property. The property consists of land and eight buildings
containing 112 units.

The carrying values and the terms of the revenue bonds and the
mortgage loans are described in the Notes to the financial
statements in Item 8 below.

ITEM 3. LEGAL PROCEEDINGS

On October 7, 1996, a First Consolidated and Amended Class Action
Complaint naming various public real estate partnerships sponsored
by Realty (including the Partnership and its Managing General
Partner), Realty, Dean Witter, Discover & Co., Dean Witter Reynolds
Inc. and others as defendants (the "Consolidated Class Action") was
filed in the Delaware Court of Chancery for New Castle County. The
complaint alleges breach of fiduciary duty and seeks an accounting
of profits, compensatory damages in an unspecified amount, possible
liquidation of the Partnership under a receiver's supervision and
other equitable relief. The defendants filed a motion to dismiss
the Complaint on December 10, 1996.

On or about August 27, 1996, David Johnson, an ABC Holder in the Partnership,
filed a petition in the Circuit Court of Jackson County, Missouri, at Kansas
City against the Partnership and the General Partner. The action seeks access
to the list of ABC holders and Limited Partners in the Partnership and
unspecific damages for alleged breaches of fiduciary duty by the General
Partner in connection with the refusal to provide such list. The Partnership
and TEMPO-GP, Inc. believe that they have good defenses in the action.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF ABC HOLDERS

No matter was submitted during the fourth quarter of the fiscal year
to a vote of ABC holders.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S ASSIGNED BENEFIT CERTIFICATES
AND RELATED ABC HOLDER MATTERS

An established public trading market for the ABCs does not exist,
and it is not anticipated that such a market will develop in the
future. Accordingly, information as to the market value of an ABC
at any given date is not available. However, the Partnership does
allow the ABC holders (the "Investors") to transfer their ABCs.

As of March 17, 1997, there were 7,934 Investors.

The Partnership is a limited partnership and, accordingly, does not
pay dividends. It does, however, make quarterly distributions of
cash to its partners. Pursuant to the partnership agreement,
distributable net interest income, as defined, is distributed 98% to
the Investors and 2% to the General Partner, until the Investors
have received for each year, an annual return of 9.5%. Thereafter,
distributable net interest income will be paid 90% to the Investors
and 10% to the General Partner.

Repayments of revenue bond principal will generally be distributed
100% to the Investors. Payments of base and contingent interest
(see Note 4 to the financial statements in Item 8 below) on maturity
or sale of bonds will generally be distributed, first; 98% to the
Investors and 2% to the General Partner, until the Investors have
received in the aggregate $20.00 per ABC plus distributions
sufficient to provide an average cumulative noncompounded return of
9.5% per annum; and thereafter, 90% to the Investors and 10% to the
General Partner. During the years ended December 31, 1996 and 1995,
the Partnership did not distribute any sale or financing proceeds.

During the year ended December 31, 1996, the Partnership paid cash
distributions aggregating $9,317,637 with $9,131,285 ($1.23 per ABC)
distributed to the Investors and $186,352 to the General Partner.
During the year ended December 31, 1995, the Partnership paid cash
distributions aggregating $7,321,000 with $7,174,581 ($0.96 per ABC)
distributed to the Investors and $146,419 to the General Partner.

On February 11, 1997, the Partnership paid the fourth quarter
distribution of $2,424,077 to the Investors ($0.325 per ABC) and
$49,441 to the General Partner.

The Partnership anticipates making regular distributions to its
partners in the future.

The sole shareholder of TEMPO-LP, Inc. is DWD.

ITEM 6. SELECTED FINANCIAL DATA

The following sets forth a summary of selected financial data for
the Partnership:
<TABLE>
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P.

Years ended December 31, 1996, 1995, 1994, 1993, and 1992
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Total interest revenues $ 9,423,166 $ 8,850,629 $ 8,489,768 $ 7,566,890 $ 6,432,862

Net income (loss) $ 8,090,628 $ 7,559,369 $ 6,846,233 $(11,269,051)1 $ 5,097,284

Net income (loss) per ABC $1,06 $0.99 $0.90 $(1.48) $0.67

Cash distributions paid
per ABC2 $1.23 $0.96 $0.85 $.925 $1.00

Total assets at December 31 $118,278,385 $116,437,154 $114,045,499 $109,894,827 $127,847,448

</TABLE>

1. Includes a $17.3 million loss on impairment recorded for the
Park at Landmark and Burlington Arboretum Apartments
revenue bonds properties. See Note 4 to the Financial
Statements in Item 8.

2. Distributions paid to the Investors include a return of capital
per ABC of $1.23, $.96, $.85, $.925 and $.33 for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992, respectively,
calculated as the excess of cash distributed per ABC over
accumulated earnings per ABC not previously distributed.

The above financial data should be read in conjunction with the
financial statements and Notes in Item 8.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Partnership raised $149,082,200 in a public offering of
7,454,110 ABCs which terminated in 1987. The Registrants have no
plans to raise additional capital.

The Partnership purchased ten series of revenue bonds, the proceeds
of which funded the development of the Properties. The
Partnership's acquisition program has been completed. No additional
investments are planned.

Cash flow generated by the Properties is the primary source of all
payments due the Partnership under the terms of the revenue bonds,
which are collateralized by the Properties.

The Partnership's business is indirectly affected by competition to
the extent that the Properties may be subject to competition from
neighboring properties.

Continued moderate economic growth has resulted in steady demand for
apartment units during 1996, although at a slower rate than in 1995.
In general, rental rates did not increase significantly during 1996
due to competition from new apartment projects and the relative
affordability of single-family housing. Development of new
apartments appears to be shifting out of certain areas of the
Southwest, where building was prominent during 1995, and is
increasing in some Midwest, Northeast and West coast markets.

Based on an assessment of the projected cash flow from operations of
the Partnership's investments and anticipated future cash needs, the
Partnership determined that it could distribute a portion of its
existing cash reserves. Accordingly, the Partnership increased the
annual cash distribution rate from 5% to 6%, beginning with the
distribution for the fourth quarter of 1995, which was paid in
February 1996, and increased it to 6.5%, beginning with the
distribution for the third quarter of 1996, which was paid in
November 1996.

The revenue bonds and the related mortgage loans and properties are
described in Note 4 to the financial statements in Item 8. The
payment status of each revenue bond is as follows:

Cash flow from the Burlington Arboretum Apartments, Wildcreek
Apartments, Pine Club Apartments, Township in Hampton Woods and High
Ridge Apartments properties enabled their owners to pay debt service
in 1996 at effective interest rates of 7.84%, 8.20%, 8.02%, 9.82%
and 8.28%, respectively in 1996 (compared to effective rates in 1995
of 6.54%, 7.50%, 9.18% and 8.30%). These payment rates exceeded the
minimum interest rates required on the respective loans. Such
excess payments were applied to base interest due under the
respective loans. In 1997, each of the properties is expected to
operate at a cash flow surplus after payment of minimum debt service
and, therefore, should be able to continue to pay a portion of base
interest in 1997. The owner of the Township in Hampton Woods
property has notified the Partnership that it will prepay the bond
in June 1997. If the bond is prepaid and the proceeds distributed
to investors, future interest revenue, cash flow from operations and
cash available for distribution will decrease.

During 1996, the Fountain Head property, owned 50% each by the
Partnership and Fountain Head Partners, an unaffiliated party,
operated at approximately breakeven on a cash flow basis (after
required minimum debt service and additions to replacement reserves)
and the General Partner expects that it will continue to do so in
1997. As of December 31, 1996, Fountain Head Partners has a
remaining commitment to fund property operating deficits of
approximately $26,500 secured by a letter of credit in favor of the
Partnership. In 1996, the Partnership and Fountainhead Partners
each contributed $15,000 to fund prior year deficits.

All of the cash flow generated by the SunBrook property (which is
partly owned by the Partnership) is paid to the Partnership. The
property operated at a modest cash flow surplus in 1996 and the
owner was able to pay its minimum debt service. Cash flow from the
property is expected to be sufficient to fully pay minimum debt
service for 1997.

All of the cash flow generated by the Park at Landmark property
(which is partly owned by the Partnership) is paid to the
Partnership. During 1996, the Partnership received $1,761,924 from
the property; this amount was less than required minimum debt
service by $836,826. The Partnership believes that cash flow from
the property will not be sufficient to fully pay minimum debt
service for the next several years.

The increase in accrued interest receivable at December 31, 1996
compared to 1995 represents interest on the Park at Landmark bond
which was received in January 1997.

On February 11, 1997, the Partnership paid the fourth quarter cash
distribution of $2,424,077 to the Investors ($0.325 per ABC) and
$49,441 to the General Partner.

Except as discussed above and in the financial statements, the
General Partner is not aware of any trends or events, commitments or
uncertainties that may have a material impact on liquidity.

In June 1996, the Internal Revenue Service published final
regulations with respect to the modification of debt instruments.
these regulations, which have an effective date of September 24,
1996, limit the type and extent of direct, indirect and implied
modifications that can be made by a bond holder with respect to the
terms of the revenue bonds without adversely affecting the tax-
exempt status of the revenue bonds. The Partnership is in the
process of determining what actions, if any, should be taken with
respect to certain of the revenue bonds held by the Partnership
which may be subject to the provisions of these regulations.
Operations

Fluctuations in the Partnership's operating results for the years
ended December 31, 1996 compared to 1995 and 1995 compared to 1994
are primarily attributable to the following:

Interest income from revenue bonds increased in 1996 compared to
1995 by $582,306; no individual revenue bond accounted for a
significant portion of the increase. The increase in 1995 compared
to 1994 was primarily due to an increase in interest received from
the Park at Landmark property.

The increases in equity in losses of property-owning investees from
1994 to 1995 and 1995 to 1996 were not significant.

The decrease in interest income from short-term investments in 1996
compared to 1995 was not significant. Interest income from short-
term investments increased in 1995 vs. 1994 primarily due to higher
average balances and higher average rates in 1995.

The decrease in general and administrative expense in 1996 compared
to 1995 was not significant. General and administrative expenses
decreased in 1995 compared to 1994 primarily due to the absence in
1995 of debt restructuring costs.

A summary of the markets in which the Properties are located is as
follows:

Burlington Arboretum Apartments, located in Burlington, MA, a suburb
of Boston, is in a market which has remained strong in 1996 with a
current vacancy rate of 5%. During 1996, occupancy at the property
was 98%. The owner raised rental rates at the property by a total
of approximately 15% during 1996. The General Partner also expects
rental rates to increase in 1997.

The Park at Landmark property, located in Alexandria, VA, continues
to operate in a competitive market experiencing a vacancy rate of
10%. The property offered rental concessions and free rent to
compete with surrounding properties and to attract new tenants.
During 1996, occupancy at the property increased slightly from 91%
to 92%.

Pine Club Apartments, located in Orlando, FL, operates in a market
with a current vacancy rate of approximately 6%. The market
continues to strengthen due to strong employment growth in the
Orlando area. During 1996, occupancy at the property increased from
93% to 95% and the owner was able to increase rental rates by
approximately 7%. Several new high-end luxury complexes were
completed in 1996 and have been substantially absorbed in the
market. Pine Club has competed effectively in the marketplace and
anticipates increasing rents in 1997.

SunBrook Apartments, located in St. Charles County, MO, a suburb of
St. Louis, is in a market currently experiencing a 2% vacancy rate.
Corporate rentals remained stable in 1996 as the growth of corporate
employment from the St. Louis area improved, creating demand for
furnished apartments at the property. The property increased rental
rates in 1996 by approximately 7% for six to twelve month leases and
approximately 40% for fees charged in addition to the rent on month-
to-month leases. Rent increases are also projected in 1997. During
1996, average occupancy at the property was 82% compared to 85% in
1995.

Wildcreek Apartments is located in Clarkston, GA, a suburb of
Atlanta. This market, with a current vacancy rate of approximately
5%, has stabilized as single family home sales have increased.
During 1996, occupancy at the property decreased from 97% to 95%.
Rental rates at the property increased minimally in 1996 and are not
projected to increase in 1997. There is little new apartment
construction in this sub-market although construction is ongoing in
the surrounding Atlanta area.

The Township in Hampton Woods property, located in Hampton, VA,
operates in a market which is primarily dependent on the defense
industry. This market continues to remain stable with a vacancy
rate of approximately 7%. During 1996, occupancy at the property
remained at 93%. The owner raised rental rates by approximately 3%
in 1996 and further increases are planned for 1997. New apartment
construction and completed units in the area may impact the property
in the future.

High Ridge Apartments, located in Albuquerque, NM, operates in a
weakening market experiencing a current vacancy rate of 7%.
Competing apartment buildings continue to offer rental concessions
to attract new tenants to offset the effect of affordability of
single-family homes, but High Ridge has offered only minimal
concessions. New construction in the market may adversely impact
the property in 1997. Occupancy at the property remained at 98%
during 1996 and the owner was able to raise rental rates.

Fountain Head Apartments, located in Kansas City, MO, operates in a
market with a vacancy rate of 5%. During 1996, occupancy decreased
from 98% to 95%. New apartment units are under construction or have
been completed in 1996 which are not expected to adversely affect
the property. Rental rates increased moderately in 1996 and
additional increases are planned for 1997.

Inflation

Inflation has been consistently low during the periods presented in
the financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

(a) Financial Statements

Independent Auditors' Report
Balance Sheets at December 31, 1996 and 1995
Statements of Operations for the years ended
December 31, 1996, 1995 and 1994
Statements of Partners' Capital for the years ended
December 31, 1996, 1995 and 1994
Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994
Notes to Financial Statements

TEMPO-LP, INC.

Independent Auditors' Report
Balance Sheets at December 31, 1996 and 1995
Note to Balance Sheets

All schedules other than those indicated above have been omitted
because either the required information is not applicable or the
information is shown in the financial statements or notes thereto.<PAGE>

Independent Auditors' Report

To The Partners of
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP

We have audited the accompanying balance sheets of Dean
Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP (the
"Partnership") as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital, and cash flows for each
of the three years in the period ended December 31, 1996. 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 audits.

We conducted our audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of Dean Witter/Coldwell
Banker Tax Exempt Mortgage Fund, LP as of December 31, 1996 and
1995, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

March 26, 1997
New York, New York<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

BALANCE SHEETS

December 31, 1996 and 1995
<CAPTION>
1996 1995

ASSETS
<S> <C> <C>
Cash and cash equivalents $ 4,743,191 $ 5,255,586

Investments in revenue bonds (Note 4) 110,696,721 108,635,226

Deferred bond selection fees, net 1,048,032 1,261,006

Escrowed funds 774,756 741,613

Accrued interest receivable 1,015,685 $ 543,723

$118,278,385 $116,437,154

LIABILITIES AND PARTNERS' CAPITAL

Excess of equity in losses of property-owning
investees over investments therein
(Note 5) $ 6,098,642 $ 5,135,109

Accounts payable and other liabilities 908,516 865,304
7,007,158 6,000,413

Partners' capital:
Net unrealized gain on revenue bonds
available for sale (Note 2) 2,774,632 713,137
General Partner (647,230) (622,691)
Limited Partner Assigned Benefit Certificates
(7,454,110 ABCs outstanding) 109,143,825 110,346,295
Total Partners' capital 111,271,227 110,436,741

$118,278,385 $116,437,154

See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

STATEMENTS OF OPERATIONS

Years ended December 31, 1996, 1995 and 1994
<CAPTION>

1996 1995 1994
<S> <C> <C> <C>
Interest income:
Revenue bonds $9,265,615 $8,683,309 $8,426,095
Short-term investments 157,551 167,320 63,673

9,423,166 8,850,629 8,489,768

Equity in losses of property-owning
investees 978,533 926,852 907,886

Expenses:
General and administrative 354,005 364,408 735,649

Net income $8,090,628 $7,559,369 $6,846,233

Net income allocated to:
Limited partner $7,928,815 $7,408,182 $6,709,308
General partner 161,813 151,187 136,925

$8,090,628 $7,559,369 $6,846,233

Net income per Assigned
Benefit Certificate $ 1.06 $ .99 $ .90

See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

STATEMENTS OF PARTNERS' CAPITAL

Years ended December 31, 1996, 1995 and 1994
<CAPTION>

Net
Unrealized
Gain (loss)
Limited General on Revenue
Partner Partner Bonds Total

<S> <C> <C> <C> <C>
Partners' capital (deficit) at
December 31, 1993 $109,739,380 $(635,078) $109,104,302

Cumulative effect through
January 1, 1994 of accounting
change (Note 2) $(2,922,089) (2,922,089)

Net income 6,709,308 136,925 6,846,233

Cash distributions (6,335,994) (129,306) (6,465,300)

Net change in fair value of revenue
bonds available for sale 2,374,117 2,374,117

Partners' capital (deficit) at
December 31, 1994 110,112,694 (627,459) (547,972) 108,937,263

Net income 7,408,182 151,187 7,559,369

Cash distributions (7,174,581) (146,419) (7,321,000)

Net change in fair value of revenue
bonds available for sale 1,261,109 1,261,109

Partners' capital (deficit) at
December 31, 1995 110,346,295 (622,691) 713,137 110,436,741

Net income 7,928,815 161,813 8,090,628

Cash distributions (9,131,285) (186,352) (9,317,637)

Net change in fair value of revenue
bonds available for sale 2,061,495 2,061,495

Partners' capital (deficit) at
December 31, 1996 $109,143,825 $(647,230) $ 2,774,632 $111,271,227

See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

STATEMENTS OF CASH FLOWS

Years ended December 31, 1996, 1995 and 1994
<CAPTION>

1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 8,090,628 $ 7,559,369 $ 6,846,233
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in losses of property-owning
investees 978,533 926,852 907,886
Amortization of deferred bond selection fee 212,974 212,974 212,974
(Increase) decrease in accrued interest
receivable (471,962) 189,289 (199,655)
Increase in escrowed funds (33,143) (13,969) (129,796)
Increase (decrease) in accounts payable and
other liabilities 43,212 (92,234) 167,013

Net cash provided operating activities 8,820,242 8,782,281 7,804,655

Cash flows (used in) provided by investing activities:
Investment in property-owning investees (15,000) 57,559 (388,047)

Cash flows from financing activities:
Cash distributions (9,317,637) (7,321,000) (6,465,300)
Other assets - - 168,750

Net cash used in financing activities (9,317,637) (7,321,000) (6,296,550)

Increase (decrease) in cash and cash equivalents (512,395) 1,518,840 1,120,058

Cash and cash equivalents at beginning of year 5,255,586 3,736,746 2,616,688

Cash and cash equivalents at end of year $ 4,743,191 $ 5,255,586 $ 3,736,746

See accompanying notes to financial statements.
/TABLE
<PAGE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 1996, 1995 and 1994

1. The Partnership

Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership") is a limited partnership organized under the laws of
the State of Delaware in 1986. The Partnership is managed by TEMPO-
GP Inc. (the "General Partner"), a subsidiary of Dean Witter,
Discover & Co. ("DWD").

In 1986, the Partnership sold 7,454,110 units of Assigned Benefit
Certificates ("ABCs") for $149,082,200. The holders of ABC's (the
"Investors") were assigned limited partnership interests in the
Partnership by Tempo-LP Inc. (the "Limited Partner"). Tempo-LP Inc.
is a wholly-owned subsidiary of DWD and the sole limited partner in
the Partnership. No additional ABCs will be sold.

The proceeds from the offering were used to purchase federally tax-
exempt revenue bonds issued by various state or local governments or
their agencies or authorities. The proceeds of the bonds were used
to fund mortgage loans to finance the construction and/or ownership
of income-producing multi-family residential properties. Each of
the revenue bonds is secured by the real property financed by the
related mortgage loan.

2. Summary of Significant Accounting Policies

The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.

The Partnership accounts for its investments in revenue bonds as
investments in debt securities available for sale under the
provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115") effective January 1, 1994. The Partnership does not
intend to sell the revenue bonds but, because the Partnership has
the right to, and expects to require the revenue bond issuers to
repurchase the bonds prior to their maturity, SFAS 115 requires the
Partnership to classify these investments as "available for sale,"
carried at estimated fair value, with unrealized gains and losses
reported in a separate component of partners' capital. These
unrealized gains and losses do not affect the cash flow generated
from property operations, distributions to Investors, the
characterization of the tax-exempt income stream or the financial
obligations under the revenue bonds. The cumulative effect of
adopting this accounting was a decrease in partners' capital at
January 1, 1994 of approximately $2,922,089 due to unrealized
holding losses.

The Partnership periodically evaluates each revenue bond to
determine whether a decline in fair value below the bond's cost
basis is other-than-temporary. Such a decline is considered to be
other-than-temporary if, based on current information and events, it
is probable that the Partnership will be unable to collect all
amounts due according to the existing contractual terms of the
bonds. If a decline is judged to be other-than-temporary, the cost
basis of the bond is written down to its estimated fair value, with
the amount of the writedown accounted for as a realized loss.

Because the revenue bonds are not readily marketable, the
Partnership estimates the fair value of each bond as the present
value of its expected cash flows using a rate of interest for
similar investments taking into account the estimated value of the
underlying real estate collateral. The process of determining the
fair value of the revenue bonds is based upon projections of future
economic events affecting the real estate collateralizing the bonds
such as property occupancy rates, rental rates, operating cost
inflation, market capitalization rates, and upon market interest
rates; therefore, amounts ultimately collected from the revenue
bonds may differ materially from their carrying values. The cash
flows used in this process are based on good faith estimates and
assumptions developed by the Managing General Partner.
Unanticipated events and circumstances may occur and some
assumptions may not materialize; therefore, actual results may vary
from the estimates and the variance may be material.

The partnership acquired ownership interests in certain properties
collateralizing the bonds because the owners of such properties
defaulted on the bonds. These interests are accounted for on the
equity method. At the date of acquisition of these ownership
interests, the Partnership adjusted the carrying value of the
related revenue bonds to the estimated fair value of the property if
such amount was lower than the book value of the bonds. See Note 5.

Cash and cash equivalents are carried at cost which approximates
market and consist of cash and highly liquid investments with
maturities, when purchased, of three months or less.

Bond selection fees paid to the General Partner were deferred and
allocated to individual investments purchased based on the relative
initial cost of the investments. The fees are amortized over the
expected life of the related investments, and amortization expense
is netted against interest income from the investments.
Escrowed funds represent escrow payments by borrowers primarily for
real estate taxes, insurance and replacement reserves for four of
the Properties.

Net income per ABC is calculated by dividing net income allocated to
the Investors, in accordance with the Partnership Agreement, by the
number of ABCs outstanding.

No provision for income taxes has been made in the financial
statements, since any liability for such taxes is that of the
Investors rather than the Partnership.

The accounting policies used for tax reporting purposes differ from
those used for financial reporting as follows: (a) the Partnership's
initial offering costs are capitalized, (b) its unrealized gains and
losses to adjust revenue bonds to fair value, losses on other-than-
temporary impairment and provisions for uncollectible interest will
not be recognized until realized and (c) the equity method is not
used to account for the Partnership's investments in property-owning
entities. The tax basis of the Partnership's assets and liabilities
is approximately $44.6 million higher than the amounts reported for
financial statement purposes.

In June 1996, the Internal Revenue Service published final
regulations with respect to the modification of debt instruments.
These regulations, which had an effective date of September 24,
1996, limit the type and extent of direct, indirect and implied
modifications that can be made by a bond holder with respect to the
terms of the revenue bonds without adversely affecting the tax-
exempt status of the revenue bonds. the Partnership is in the
process of determining what actions, if any, should be taken with
respect to certain of the revenue bonds held by the Partnership
which may be subject to the provisions of these regulations.

3. Partnership Agreement

The Partnership Agreement provides that, for any given year,
distributable net interest income, as defined, is paid 98% to the
Investors and 2% to the General Partner, until the Investors have
received an annual return of 9.5% for that year. Thereafter,
distributable net interest income will be paid 90% to the Investors
and 10% to the General Partner.

Repayments of revenue bond principal will generally be distributed
100% to the Investors. Payments of base and contingent interest
(see Note 4) on maturity or sale of the bond will generally be
distributed, first; 98% to the Investors and 2% to the General
Partner, until the Investors have received, in the aggregate, $20.00
per ABC plus distributions sufficient to provide an average
cumulative noncompounded return of 9.5% per annum; and thereafter,
90% to the Investors and 10% to the General Partner.

Distributions paid to the Investors include returns of capital per
ABC of $1.23, $.96 and $.85 for the years ended December 31, 1996,
1995 and 1994, calculated as the excess of cash distributed per ABC
over accumulated earnings per ABC not previously distributed.

4. Investment in Revenue Bonds

At December 31, 1996, the investment in revenue bonds consisted of
the following:
<TABLE>
<CAPTION>
Par Carrying Minimum Base
Location Value Value Interest Interest
Revenue Bond of Property Maturity ($000) ($000) Rate Rate
<S> <C> <C> <C> <C> <C> <C>
Burlington
Arboretum Burlington, MA 9/22/11 $ 29,326 $ 28,625 5.35% 9.00%

Park at
Landmark Alexandria, VA 6/1/08 34,650 17,903 7.50 9.50

Pine Club
Apartments Orlando, FL 9/1/12 13,600 13,410 7.50 9.50

SunBrook
Apartments St. Charles
County, MO 12/1/11 16,325 14,559 7.25 9.25
Wildcreek
Apartments Clarkston, GA 7/1/11 11,000 11,780 7.50 9.50

The Township in
Hampton
Woods Hampton, VA 11/1/09 10,800 10,800 8.50 12.00

High Ridge
Apartments Albuquerque, NM 12/1/11 9,900 9,086 7.25 9.25

Fountain Head
Apartments Kansas City, MO 12/1/08 4,900 4,534 7.25 9.25

$130,501 $110,697
</TABLE>
The amortized cost basis of the revenue bonds was $107,922,089 at
December 31, 1996 and 1995. Net unrealized gain on revenue bonds
consisted of gross unrealized gains and losses of $7,498,238 and
$4,723,606, respectively at December 31, 1996 and $3,152,980 and
$2,439,843, respectively, at December 31, 1995.

General description of bonds

The terms of each revenue bond mirror the terms of the mortgage loan
funded with proceeds from its issuance. The revenue bonds are
collateralized by first mortgages on the underlying projects, and
are non-recourse with respect to the issuers of the bonds.

Each bond bears interest at a rate which is comprised of three
components: a minimum rate, a base rate, and a contingent rate.
The minimum interest rate is the contractual rate each borrower must
pay to avoid default. If a property generates cash flow from
operations after payment of interest at the minimum rate, interest
is payable at the base rate. Otherwise, interest at the base rate
will be payable at maturity of the bonds, or from proceeds from the
sale or refinancing of the property.

The Partnership may also earn contingent interest, the amount of
which is based on the cash flow and sale or refinancing proceeds
from the underlying Properties. Such interest, combined with the
stated interest rates, may not exceed 16% (14% for the Burlington
Arboretum bond).

There can be no assurance that the Partnership will be able to
collect any or all base or contingent interest provided for under
the revenue bonds. Interest income above the minimum rate is
recorded only when the Partnership is paid such interest in cash.

The principal of each revenue bond is payable in a lump sum at
maturity.

The Partnership has the right to require the issuers of the bonds to
repurchase them within approximately twelve to fifteen years after
completion of construction of the related properties. The
Partnership anticipates holding the revenue bonds for approximately
fourteen to seventeen years from inception; however, the Partnership
may retain these bonds for a longer period of time if market
conditions so warrant.

The issuers of the bonds also have the right to prepay the bonds
approximately eight to ten years after their issuance.

Park at Landmark

The Partnership recorded provisions for uncollectible interest of
$836,826, $773,447 and $1,074,591 in 1996, 1995 and 1994,
respectively, which amounts approximate accrued but unpaid interest
on the revenue bond. These amounts are recorded as a reduction of
interest income from revenue bonds.

<PAGE>
Summarized financial information for Landmark Acquisition Corp. is
as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Land, building and improvements, net $ 16,212 $ 16,658
Other assets 678 220

Total assets $ 16,890 $ 16,878

Long-term debt and accrued interest $ 44,349 $ 42,810
Other liabilities 63 129
Total liabilities 44,412 42,939

Capital deficiency (27,522) (26,061)

Total liabilities and capital deficiency $ 16,890 $ 16,878

Years ended December 31,
1996 1995 1994

Revenues: $ 3,397 $ 3,488 $ 3,297

Operating expenses 1,529 1,464 1,749
Interest expense 2,830 2,828 2,828
Depreciation 499 497 492
4,858 4,789 5,069

Net loss $(1,461) $(1,301) $(1,772)
</TABLE>

In 1990, the Partnership acquired an interest in Landmark
Acquisition Corp. See Note 5.

SunBrook Apartments

In 1995, the Partnership recorded a provision for uncollectible
interest of $40,214. In 1996 and 1994, the Partnership received
approximately $4,000 and $42,000 more than required minimum debt
service, respectively.

<PAGE>
Summarized financial information for DWR SB Partnership ("DWR SB"),
the entity which owns the Sunbrook property, is as follows (in
thousands):
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Land, building and improvements, net $11,845 $ 12,106
Other assets 312 171

Total assets $12,157 $ 12,277

Long-term debt and accrued interest $17,273 $ 17,171
Other liabilities 96 77
Total liabilities 17,369 17,248

Capital deficiency (5,212) (4,971)

Total liabilities and capital deficiency $12,157 $ 12,277

Years ended December 31,
1996 1995 1994

Revenues $2,139 $2,040 $2,071
Other income 407 335 212
2,546 2,375 2,283

Operating expenses 1,122 1,015 1,057
Interest expense 1,184 1,184 1,184
Depreciation 481 427 416
2,787 2,626 2,657

Net loss $ (241) $ (251) $ (374)
</TABLE>

In 1992, the Partnership acquired an interest in DWR SB. See Note
5.

Burlington Arboretum Apartments

Burlington Arboretum Apartments, consisting of land and 312
apartments in 16 buildings, is owned by Burlington Arboretum Limited
Partnership ("the "Owner"). On May 6, 1993, the general partner of
the Owner was replaced; the new general partner committed a
substantial amount of new capital, and the Partnership agreed to
attempt to modify the revenue bond and related mortgage loan.
However, the new general partner did not pay certain taxes and other
liabilities incurred prior to May 6, 1993 and, in February 1994, the
City of Burlington placed a lien on the property. This lien
represented an event of default on the revenue bond.

In March 1994, the Owner did not pay all of its minimum debt service
and required reserve payments; in response, the Partnership sent the
Owner a notice of default. Pursuant to a settlement between the
Partnership and the Owner, in April 1994, the Owner cured the
defaults by paying the March debt service shortfall and an
additional $105,000 to the Partnership. The Partnership then paid
all past due taxes on behalf of the Owner, and the tax lien was
removed.

The debt was modified, effective with the September 1, 1994 payment.
The minimum interest rate was reduced from 7.25% to 5.35%, the
earliest call date was extended to 2006, and the requirement for an
operating deficit guaranty was eliminated. The base interest rate
was unchanged, so the Partnership expects to continue to receive all
of the cash flow from the property as interest.

The Partnership incurred costs of approximately $255,000 to remove
the tax lien and modify the debt; these costs were included in
general and administrative expenses in 1994.

Summarized financial information for the Burlington Arboretum
Limited Partnership is as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Land, building and improvements, net $25,238 $ 25,994
Other assets 1,511 1,475

Total assets $26,749 $ 27,469

Long-term debt and accrued interest $32,191 $ 31,504
Other liabilities 429 936
Total liabilities 32,620 32,440

Capital deficiency (5,871) (4,971)

Total liabilities and capital deficiency $26,749 $ 27,469

Years ended December 31,
1996 1995 1994

Revenues $4,030 $3,655 $3,470
Other income 57 46 43
4,087 3,701 3,513

Operating expenses 1,595 1,492 1,178
Interest expense 2,519 1,981 1,996
Depreciation and amortization 873 884 886
4,987 4,357 4,060

Net loss $ (900) $ (656) $ (547)
</TABLE>

Wildcreek Apartments

In 1996, Wildcreek paid the required minimum debt service and
reserve payments in full and paid a portion of base interest. At
December 31, 1995, the Partnership held approximately $265,000 as
security for the bond. In 1996, the property met the requirements
for release of the security.

Pine Club Apartments

In 1996 and 1995, Pine Club Apartments paid minimum debt service,
and in 1996 paid a portion of base interest as well. The borrower
provided a $500,000 letter of credit and a $250,000 guaranty by the
owner/borrowers' partners as additional security for the bond. The
guaranty is secured by a special limited partnership interest in
Phase II of the development (in which the Partnership had no prior
financial interest), and certain of the developer's fees from such
development. The General Partner has a 6% special limited
partnership interest in the Phase II development. During 1996, the
property satisfied the conditions necessary for release of the
letter of credit.

Township in Hampton Woods

In July 1995, the Partnership was notified that the owner of the
property, American First REIT Inc. ("AFREIT"), was merged into Mid-
America Apartment Communities, Inc. REIT, without the Partnership's
consent. This represented a loan default, and a notice of default
was sent to AFREIT. In December 1995, the Partnership negotiated a
settlement with Mid-America in which Mid-America agreed to pay
$108,000 in additional contingent interest (which was received in
January 1996) and the first allowable loan prepayment date was
extended to June 1997. The Partnership has been notified by AFREIT
that it will prepay the loan in June 1997.

5. Investments in Property-Owning Investees

Park at Landmark

As a result of a default by the owner of the Park at Landmark
property, in 1990, the Partnership and an affiliate of the General
Partner each acquired a 50% ownership interest in Landmark
Acquisition Corp. The Partnership also drew $1,000,000 against the
letter of credit which the borrower had provided as additional
security, and applied the funds against the principal of the bond.
The Partnership receives all of the cash flow from the property,
which consists of land and 396 apartments in two high-rise
buildings.

The Partnership includes in its equity in losses of property-owning
investees 100% of Landmark Acquisition Corp.'s operating results
because substantially all of the cash flow and other economic
benefits (if any) from this entity are expected to accrue to the
Partnership.

SunBrook Apartments

SunBrook Apartments was acquired by DWR SB, a partnership owned 50%
by the Partnership and 50% by an affiliate of the General Partner,
as part of a bankruptcy settlement in May 1992. The Partnership
receives all of the cash flow from the property, which consists of
land and 476 apartments in 30 buildings.

The Partnership includes in its equity in losses of property-owning
investees 100% of DWR SB's operating results because substantially
all of the cash flow and other economic benefits (if any) from this
entity are expected to accrue to the Partnership.

Fountain Head Apartments

Fountain Head Apartments, consisting of land and 112 apartments in
eight buildings, are owned by Fountain Head Acquisition Corp., which
is owned 50% each by the Partnership and Fountain Head Partners, an
unaffiliated party. The Partnership accounts for its investment on
the equity method.

Pursuant to an agreement among the owners, through December 31,
1996, the Partnership had advanced $90,000 and Fountain Head
Partners had advanced $65,000 to Fountain Head Acquisition Corp to
fund cash flow deficits. As of December 31, 1996, Fountain Head
Partners is obligated to fund an additional $26,500 of deficiencies,
if necessary.

Fountain Head Partners did not pay its share of certain necessary
building improvement costs totalling $271,000 in 1994; the
Partnership paid these costs. The Partnership and Fountain Head
Partners had an arbitration hearing in which the Partnership sought
50% reimbursement from Fountain Head Partners; the arbitrators
denied the Partnership's request for immediate reimbursement, but
permitted the Partnership to recover approximately $85,000 of the
total cost of the improvements from the property's replacement
reserve, and the remainder from the cash flow from the property
before any distributions are paid to the owners.

6. Related Party Transactions

An affiliate of the General Partner performs bond servicing and
administrative functions, processes investor transactions and
prepares tax information for the Partnership. The Partnership
incurred approximately $516,000 in each of 1996, 1995 and 1994 for
these services. As of December 31, 1996, the affiliate was owed
approximately $16,000 for these services.

Another affiliate of the General Partner earned fees of $101,844,
$104,635 and $99,512 for the management of the Park at Landmark
property during 1996, 1995 and 1994, respectively. As of December
31, 1996, the affiliate was owed approximately $34,000.
7. Litigation

On October 7, 1996, a class action lawsuit naming various public
real estate partnerships sponsored by Realty (including the
Partnership and its Managing General Partner), Realty, Dean Witter,
Discover & Co., Dean Witter Reynolds Inc. and others as defendants
was filed in the Delaware Court of Chancery for New Castle County.
The complaint alleges breach of fiduciary duty and seeks an
accounting of profits, compensatory damages in an unspecified
amount, possible liquidation of the Partnership under a receiver's
supervision and other equitable relief. The defendants filed a
motion to dismiss the complaint on December 10, 1996. It is
impossible to predict the effect, if any, the outcome this action
might have on the Partnership's financial statements.

On or about August 27, 1996, an ABC Holder in the Partnership, filed a
petition against the Partnership and the General Partner. The action seeks
access to the list of ABC holders and Limited Partners in the Partnership and
unspecified damages for alleged breaches of fiduciary duty by the General
Partner in connection with the refusal to provide such list. The Partnership
and the General Partner believe that they have good defenses in the action.

8. Cash Distribution

On February 11, 1997, the Partnership paid a cash distribution of
$2,424,077 to the Investors ($0.325 per ABC) and $49,441 to the
General Partner.
<PAGE>

Independent Auditors' Report

To the Board of Directors and
Stockholders of TEMPO-LP, Inc.:

We have audited the accompanying balance sheets of TEMPO-LP, Inc.
(the "Company") as of December 31, 1996 and 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, such balance sheets present fairly, in all material
respects, the financial position of TEMPO-LP, Inc. as of December
31, 1996 and 1995, in conformity with generally accepted accounting
principles.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

March 26, 1997
New York, New York
<PAGE>
<TABLE>
TEMPO-LP, INC.

BALANCE SHEETS

December 31, 1996 and 1995
<CAPTION>

ASSETS 1996 1995
<S> <C> <C>
Cash $ 900 $ 900

Investment in Partnership, at cost 100 100

$1,000 $1,000

STOCKHOLDERS' EQUITY

Common stock, $1 par value, 1,000
shares authorized and outstanding $1,000 $1,000

See accompanying note.
/TABLE
<PAGE>
TEMPO-LP, INC.

NOTE TO BALANCE SHEETS

December 31, 1996 and 1995

1. Organization

TEMPO-LP, Inc. (the "Corporation"), was formed in April 1986 to be
the limited partner of the Dean Witter/Coldwell Banker Tax Exempt
Mortgage Fund, L.P. (the "Partnership"). The Partnership issued
limited partnership interests to the Corporation, which in turn
assigned those limited partnership interests to investors.
Investors received assigned benefit certificates to represent the
limited partnership interests assigned to them. The Corporation has
had no activity since assignment of the limited partnership
interests in 1986.

The Corporation's capital stock is owned by Dean Witter, Discover &
Co.

<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

The Partnership is a limited partnership which has no directors or
executive officers.

The directors and executive officers of both the General Partner and
Limited Partner are as follows:

Name Position

William B. Smith Chairman of the Board of Directors
E. Davisson Hardman, Jr. President and Director
Lawrence Volpe Controller and Director
Ronald T. Carman Secretary and Director

All of the directors have been elected to serve until the next
annual meeting of the shareholder of the General Partner and Limited
Partner or until their successors are elected and qualify. Each of
the executive officers has been elected to serve until his successor
is elected and qualifies.

William B. Smith, age 53, is a Managing Director of Dean Witter
Realty Inc. and has been with Dean Witter Realty Inc. since 1982.
He is an Executive Vice President of Dean Witter Reynolds Inc.

E. Davisson Hardman, Jr., age 47, is a Managing Director of Dean
Witter Realty Inc. and has been with Dean Witter Realty Inc. since
1982.

Lawrence Volpe, age 49, is a Director and the Controller of Dean
Witter Realty Inc. He is a Senior Vice President and Controller of
Dean Witter Reynolds Inc., which he joined in 1983.

Ronald T. Carman, age 45, is a Director and the Secretary of Dean
Witter Realty Inc. He is a Senior Vice President and Associate
General Counsel of Dean Witter, Discover & Co. and of Dean Witter
Reynolds Inc., which he joined in 1984.

There is no family relationship among any of the foregoing persons.

ITEM 11. EXECUTIVE COMPENSATION

The General Partner is entitled to receive a share of cash
distributions, when and as cash distributions are made to the
Limited Partner, and a share of taxable income or tax loss, if any.
Descriptions of such distributions and allocations are in Item 5
above. The General Partner received cash distributions of $186,352,
$146,419 and $129,306 during the years ended December 31, 1996, 1995
and 1994, respectively.

All of the distributions to the Limited Partner are assigned and
paid to the Investors.

Certain affiliates of the General Partner were paid certain fees and
reimbursed for certain expenses. Information concerning such fees
and reimbursements is contained in Note 6 to the financial
statements in Item 8 above.

The directors and officers of the General Partner and the Limited
Partner received no remuneration from the Partnership.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

(a) No person is known to the Partnership to be the beneficial
owner of more than five percent of the ABCs.

(b) The executive officers and directors of the General Partner
and the Limited Partner do not own any ABCs as of March 17, 1997.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The General Partner's share of cash distributions and income or loss
is described in Item 5 above.

All of the outstanding shares of common stock of the General Partner
and the Limited Partner are owned by Dean Witter, Discover & Co.
Additional information with respect to the directors and executive
officers and compensation of the General Partner and Limited Partner
is contained in Items 10 and 11 above.

The General Partner and its affiliates were paid certain fees and
reimbursed for certain expenses. Information concerning such fees
and reimbursements is contained in Note 6 to the financial
statements in Item 8 above. The Partnership believes that the
payment of fees and the reimbursement of expenses to the General
Partner and its affiliates are on terms as favorable as would be
obtained from unrelated third parties.

The Park at Landmark property is owned by Landmark Acquisition Corp.
The Partnership owns 50% of the common stock of the corporation; an
affiliate of the General Partner owns the remaining 50%.

The SunBrook Apartments property is owned by DWR SB Partnership.
The Partnership owns 50% of DWR SB Partnership; an affiliate of the
General Partner owns the remaining 50%.

The Fountain Head Apartments property is owned by Fountain Head
Acquisition Corp. The Partnership owns 50% of the corporation; an
unaffiliated third party owns the remaining 50%.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) Documents filed as 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

(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 Certificate 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.

(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 Highridge
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.

(10)(i) Amended mortgage bonds, dated July 29,
1994, with respect to Burlington
Arboretum Apartments. Incorporated by
reference to Exhibit 10(i) in
Registrant's Report on Form 10-K for
fiscal year ended December 31, 1995.

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

(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.

(27) Financial Data Schedule<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrants has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

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

By: TEMPO-GP, Inc.
Managing General Partner

By: /s/E. Davisson Hardman, Jr. Date: March 26, 1997
E. Davisson Hardman, Jr.
President

By: /s/Lawrence Volpe Date: March 26, 1997
Lawrence Volpe
Controller
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Partnership and in the capacities and on the dates indicated.

TEMPO-GP, Inc.
Managing General Partner

/s/William B. Smith Date: March 26, 1997
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr. Date: March 26, 1997
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe Date: March 26, 1997
Lawrence Volpe
Director

/s/Ronald T. Carman Date: March 26, 1997
Ronald T. Carman
Director
<PAGE>
SIGNATURES

By: TEMPO-LP, Inc.

By: /s/E. Davisson Hardman, Jr. Date: March 26, 1997
E. Davisson Hardman, Jr.
President

By: /s/Lawrence Volpe Date: March 26, 1997
Lawrence Volpe
Controller
(Principal Financial and Accounting Officer)

TEMPO-LP, Inc.

/s/William B. Smith Date: March 26, 1997
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr. Date: March 26, 1997
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe Date: March 26, 1997
Lawrence Volpe
Director

/s/Ronald T. Carman Date: March 26, 1997
Ronald T. Carman
Director
<PAGE>
Exhibit Index for Dean Witter/Coldwell Banker Realty
Tax Exempt Mortgage Fund, L.P.

Exhibit No. Description

(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 Certificate 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)* By laws of TEMPO-LP, Inc. Incorporated by
reference to Exhibit 3(b) of Registrants'
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.

(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 Highridge 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.

(10)(i)* Amended mortgage bonds, dated July 29,
1994, with respect to Burlington Arboretum
Apartments. Incorporated by reference to
Exhibit (10)(i) in Registrant's Report on
Form 10-K for the year ended December 31,
1995.

* Incorporated by reference.

(d) Financial Statements Schedule - Financial
Statement of Burlington Arboretum Limited
Partnership.

(27) Financial Data Schedule.

FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT

BURLINGTON ARBORETUM
LIMITED PARTNERSHIP

DECEMBER 31, 1996, 1995 AND 1994<PAGE>
Burlington Arboretum Limited Partnership

TABLE OF CONTENTS

PAGE

Independent Auditors Report 3

Financial Statements
Balance Sheet 4
Statements of Operations 5
Statements of Partners' Deficit 6
Statements of Cash Flows 7
Notes to Financial Statements 8

Supplemental Information
Independent Auditors' Report on
Supplemental Information 14
Schedules of Expenses 15

<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Partners
Burlington Arboretum Limited Partnership

We have audited the accompanying balance sheets of Burlington
Arboretum Limited Partnership as of December 31, 1996, 1995 and
1994, and the related statements of operations, partners; deficit
and cash flows for the years 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 audits.

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, 1996,
1995 and 1994, and the results of its operations, the changes in
partners' deficit and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Boston, Massachusetts
January 31, 1997
<PAGE>
<TABLE>
Burlington Arboretum Limited Partnership

BALANCE SHEET

December 31, 1996, 1995 and 1994

ASSETS
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Investment in real estate
Land $ 2,074,884 $ 2,074,884 $ 2,074,884
Buildings, improvements and personal
property, less accumulated
depreciation of $6,384,870,
$5,563,878 and $4,731,848 23,163,275 23,918,733 24,387,172
25,238,159 25,993,617 24,462,056

Other Assets
Cash 245,774 172,005 268,613
Tenant accounts receivable 43,085 22,741 45,068
Reserve for replacements 82,262 110,525 96,666
Security deposits funded 289,869 272,741 249,606
Prepaid expenses and other assets 100,310 95,949 102,684
Mortgage costs, net of accumulated
amortization of $766,447, $714,823
and $663,197 749,321 800,945 852,570
1,510,621 1,474,906 1,615,207

$26,748,780 $27,468,523 $28,077,263

LIABILITIES AND PARTNERS' DEFICIT

Liabilities applicable to investment
in real estate:
Mortgage payable $29,326,500 $29,326,500 $29,326,500
Deferred interest and related fees 2,216,927 2,041,122 2,011,796
Advances from general partner on
mortgage payable 395,533 395,533 350,267
Advances from Dean Witter/
Coldwell Banker 114,831 114,831 114,831
Accrued mortgage interest and
service fees 136,858 136,858 147,077
32,190,649 32,014,844 31,950,471

Other liabilities
Accounts payable and accrued expenses 118,489 137,962 137,311
Accrued management fees 9,979 10,084 45,266
Prepaid rent 11,136 5,847 10,274
Security deposits payable 289,211 270,478 249,178
428,815 424,371 442,029
32,619,464 32,439,215 32,392,500

Partners' deficit (5,870,684) (4,970,692) (4,315,237)

$26,748,780 $27,468,523 $28,077,263

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

STATEMENTS OF OPERATIONS

December 31, 1996, 1995 and 1994

ASSETS
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Revenue
Rental income $ 4,127,965 $ 3,715,751 $ 3,555,001
Miscellaneous income 53,355 40,662 40,901
4,181,320 3,756,413 3,595,902

Less
Vacancies 50,711 30,834 53,820
Tenant concessions and employee and
model apartments 47,809 29,639 72,110
4,082,800 3,695,940 3,469,972

Expenses
Rental 53,118 89,766 102,417
Administrative 232,490 194,581 109,095
Maintenance 609,424 540,552 344,390
Utilities 218,443 175,816 190,067
Security - - 14,977
Insurance 80,225 82,844 76,975
Management fee 121,375 118,523 104,314
Real estate taxes 246,526 254,742 235,905
1,561,601 1,456,824 1,178,140

2,521,199 2,239,116 2,291,832

Other income (expenses)
Depreciation (820,992) (832,030) (815,390)
Amortization (51,624) (51,626) (70,471)
Interest income 3,492 5,584 3,405
Interest expense - mortgage (2,445,480) (1,907,980) (1,892,987)
Mortgage servicing fees (73,320) (73,319) (73,316)
Trustee fees (3,940) (5,873) -
Program management fee (29,327) (29,327) (29,327)
Interest expense - other - - (492)
Other income - - 39,853
(3,421,191) (2,894,571) (2,838,725)

Net loss $ (899,992) $ (655,455) $ (546,893)

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

STATEMENTS OF PARTNERS' DEFICIT

December 31, 1996, 1995 and 1994
<CAPTION>

1996 1995 1994
<S> <C> <C> <C>
Partners' deficit, beginning $(4,970,692) $(4,315,237) $(3,768,344)

Net loss (899,992) (655,455) (546,893)

Partners' deficit, ending $(5,870,684) $(4,970,692) $(4,315,237)

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

STATEMENTS OF CASH FLOW

December 31, 1996, 1995 and 1994

ASSETS
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (899,992) $ (655,455) $ (546,893)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation 820,992 832,030 815,390
Amortization 51,624 51,626 70,471
(Increase) decrease in tenant accounts receivable (20,344) 22,327 (19,277)
Decrease in accounts receivable - other - - 38,732
(Increase) decrease in prepaid expenses and other
assets (4,361) 6,735 (20,955)
Increase (decrease) in accounts payable and
accrued expenses 55,680 (82,002) (179,994)
Decrease in accrued mortgage interest and
servicing fees - (10,219) (36,214)
Increase in deferred interest and related fees
on mortgage payable 175,805 29,326 29,327
(Decrease) increase in accrued management fees (105) 10,084 (7,837)
Increase (decrease) in prepaid rent 5,289 (4,428) (18,162)
Decrease (increase) in security deposits - net 1,605 (1,835) (315)

Net cash provided by operating activities 186,193 198,189 124,273

Cash flows from investing activities
Investment in real estate (140,687) (280,938) (121,348)
Decrease (increase) in reserve for replacements 28,263 (13,859) (41,789)

Net cash used in investing activities (112,424) (294,797) (163,137)

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

Net cash provided by financing activities - - 220,098

Net increase (decrease) in cash 73,769 (96,608) 181,234

Cash, beginning 172,005 268,613 87,379

Cash, ending $ 245,774 $ 172,005 $ 268,613

Supplemental disclosure of cash flow information
Cash paid during the year for interest $ 2,288,052 $ 1,918,202 $ 1,929,202

Significant non-cash investing activity
Investment in real estate included in accounts
payable $ 7,500 $ 82,653 $ -

See accompanying to financial statements.
/TABLE
<PAGE>
Burlington Arboretum Limited Partnership

NOTES TO FINANCIAL STATEMENTS

December 31, 1996, 1995 and 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 noncompliance-compliance
within a specified time period could result in recapture of
previously taken tax plus interest. In addition, such potential
noncompliance-compliance may require an adjustment to the
contributed capital by the limited partner.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results
could differ from those estimates.

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.
<PAGE>
Burlington Arboretum Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1996, 1995 and 1994

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

Mortgage Costs

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

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, 1996,
1995 and 1994 are summarized as follows:

<TABLE>

<CAPTION>
Category Useful Life 1996 1995 1994
<S> <C> <C> <C> <C>
Buildings and improvements 40 years $28,405,180 $28,339,646 $27,970,226
Personal property 5-10 years 1,142,965 1,142,965 1,148,794

29,548,145 29,482,611 29,119,020

Less accumulated depreciation 6,384,870 5,563,878 4,731,848

$23,163,275 $23,918,733 $24,387,172

</TABLE>

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.

Burlington Arboretum Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1996, 1995 and 1994

NOTE C - MORTGAGE PAYABLE - Continued

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. 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 accrue Base Interest above
the Minimum Base Interest and Additional Base Interest to the extent
of cash flow due to the uncertainty of payment upon maturity.
During 1996, 1995 and 1994, Base Interest expensed was $2,445,480,
$1,907,980 and $1,892,987, respectively. Accrued Base Interest at
December 31, 1996, 1995 and 1994 was $1,994,047, $1,847,567 and
$1,847,567, respectively. The unrecorded Base Interest at December
31, 1996, 1995 and 1994 amounted to $2,193,617, $1,944,582 and
$1,213,180, respectively. 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).

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 1996, 1995 and 1994, $73,320, $73,319 and
$73,316, respectively, was charged to operations. In addition, the
Partnership pays an annual program management fee of .10% of the
bonds outstanding. During 1996, 1995 and 1994, $29,327, $29,327 and
$29,327, respectively, was charged to operations. As of December
31, 1996, 1995 and 1994, $222,882, $193,555 and $164,229,
respectively, has been accrued and is payable to the extent of
available cash flow.

Burlington Arboretum Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1996, 1995 and 1994

NOTE C - MORTGAGE PAYABLE - Continued

Upon 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 project incurred a development fee of $1,022,100 during 1990
which was paid and capitalized as a cost of the building. The total
development fee, under the terms of an agreement entered into during
1987, is $2,162,000. The balance of $1,139,900, plus interest at
10%, is due to an affiliate of a Limited Partner upon sale or
refinancing of the project. Due to the uncertainty regarding the
ultimate payment of the balance of the fee, it has not been recorded
as of December 31, 1996, 1995 and 1994.

Management Fee

The Management Agreement is with an affiliate of the general
partner, Burlington Apartments, Inc. (BAI) for a fee of up to 5% of
gross collections. On November 1, 1994 BAI entered into a subagent
agreement for 3% of gross collections with a noncompliance-related
management company. Total management fee charged to operations in
1996, 1995 and 1994 was $121,375, $118,523 and $104,214,
respectively.

One requirement of the change in the Minimum Base Interest rate, as
described in Note C, is that the general partner's management 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 1996 and 1995, the fee has not
been accrued. The unpaid management fee at December 31, 1996, 1995
and 1994 was $45,266, $45,266 and $45,266, respectively. For
financial statement purposes this amount is included in Advances
from General Partner.

Burlington Arboretum Limited Partnership

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1996, 1995 and 1994

NOTE D - RELATED PARTY TRANSACTIONS - Continued

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, 1996, 1995 and 1994, the amount due to the general
partner was $350,267, $350,267 and $350,267, respectively, which is
noninterest bearing and due on demand. For financial statement
purposes this amount in included in Advances from general partner.

NOTE E - ADVANCES FROM DEAN WITTER/COLDWELL BANKER

In conjunction with the change in the mortgage described in Note C,
the bond server, Dean Witter/Coldwell Banker Tax Exempt Mortgage
Fund, L.P. advanced funds to the Partnership to pay operating
expenses. At December 31, 1996, 1995 and 1994, the amount due to
Dean Witter/Coldwell Banker was $114,831, $114,831 and $114,831,
respectively, which is non-interest bearing and due on demand.

NOTE F - CONCENTRATION OF CREDIT RISK

The Partnership maintains its cash balances in one Bank. The
balances are insured by the Federal Deposit Insurance Corporation up
to $100,000. As of December 31, 1996, the uninsured portion of the
cash balances held was $251,380.
<PAGE>

SUPPLEMENTAL INFORMATION

<PAGE>

INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTAL INFORMATION

To the Partners
Burlington Arboretum Limited Partnership

Our audits were 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 audits 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.

Boston, Massachusetts
January 31, 1997
<PAGE>
<TABLE>
Burlington Arboretum Limited Partnership

SCHEDULES OF EXPENSES

December 31, 1996, 1995 and 1994
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Rental
Rental salaries $ 33,664 $ 34,216 $ 40,741
Advertising 11,340 13,969 13,972
Bad debts 5,797 33,729 45,884
Miscellaneous renting expenses 2,317 7,852 1,820

$ 53,118 $ 89,766 $102,417

Administrative
Manager's salaries $ 50,458 $ 64,924 $ 48,876
Office salaries 85,678 62,634 3,247
Legal 1,462 3,654 17,724
Telephone 9,496 7,894 6,632
Accounting 10,850 10,350 10,000
Trustee fees 3,950 5,874 2,676
Office supplies and expense 20,006 11,231 5,437
Postage 2,704 2,045 2,642
ISC administrative 13,452 15,179 -
Corporate package expense 17,023 - -
Consulting fees - - 6,731
Miscellaneous administrative 17,411 10,796 5,130

$232,490 $194,581 $109,095

Maintenance
HVAC maintenance $ 8,700 $ 3,047 $ 3,210
Decorating contract, salaries and supplies 180,001 177,938 66,562
Cleaning contract 63,198 48,173 39,263
Maintenance salaries 82,280 72,880 56,263
Grounds maintenance, contract and salaries 57,257 57,879 27,986
Rubbish removal 28,978 25,546 24,836
Miscellaneous maintenance 12,302 16,289 8,489
Pool salaries and expenses 12,512 13,964 12,927
Repairs - general 89,153 44,357 52,351
Repairs - painting exterior 600 - 34,570
Repairs - roof 11,874 2,153 350
ISC maintenance 22,631 26,608 -
Fire maintenance - 5,122 5,824
Motor vehicle expenses 7,519 7,370 5,280
Snow removal 21,612 12,516 5,110
Exterminating 968 903 858
Recreation services and supplies 7,211 22,621 511
Security contract and supplies 2,628 3,186 -

$609,424 $540,552 $344,390

Utilities
Water and sewer $157,385 $111,681 $128,839
Electricity 55,349 59,513 46,202
Gash heat 5,709 4,622 14,716
Cable television - - 310

$218,443 $175,816 $190,067

</TABLE>

<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in federally tax-exempt
revenue bonds, which financed construction and/or ownership of multi-family
residential properties. In accordance with industry practice, its balance
sheet is unclassified. For full information, refer to the accompanying
audited financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,743,191
<SECURITIES> 0
<RECEIVABLES> 1,015,685
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 118,278,385<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 111,271,227<F2>
<TOTAL-LIABILITY-AND-EQUITY> 118,278,385<F3>
<SALES> 0
<TOTAL-REVENUES> 9,423,166<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,332,538<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,090,628
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,090,628
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,090,628
<EPS-PRIMARY> 1.06<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include investment in
revenue bonds of $110,696,721, net deferred expenses of $1,048,032 and
escrowed funds of $774,756.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $908,516 and
excess of equity in losses of property-owning investees over investments
therein of $6,098,642.
<F4>Total revenue includes interest income of $9,423,166.
<F5>Other expenses include equity in losses of property-owning investees of
$978,533 and general and administrative expenses of $354,005.
<F6>Represents net income per Assigned Benefit Certificate.
</FN>

</TABLE>