5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 1997
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number: 0-15764
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
TEMPO-LP, INC.
(Exact name of registrant as specified in governing instrument)
Dean Witter/Coldwell Banker
Tax
Exempt Mortgage Fund, L.P.
Delaware 58-1710934
(State of organization) (IRS Employer
Identification No.)
TEMPO-LP, Inc.
58-1710930
(IRS Employer Identification
No.)
2 World Trade Center, New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)
392-1054
Former name, former address and former fiscal year, if changed
since last report: not applicable
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Page 1 of 20
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
BALANCE SHEETS
<CAPTION>
June 30, December
31,
1997 1996
ASSETS
<S> <C>
<C>
Cash and cash equivalents $ 4,684,788 $
4,743,191
Investments in revenue bonds available for sale
111,747,000 110,696,721
Deferred bond selection fee, net 941,545
1,048,032
Escrowed funds 832,949
774,756
Accrued interest receivable 571,437
1,015,685
$118,777,719
$118,278,385
LIABILITIES AND PARTNERS' CAPITAL
Excess of equity in losses of property-owning investees
over investments therein $ 6,187,157 $
6,098,642
Accounts payable and other liabilities 1,049,474
908,516
7,236,631
7,007,158
Partners' capital:
Net unrealized gain on revenue bonds available for sale
3,824,911 2,774,632
General partner (662,780)
(647,230)
Limited partner Assigned Benefit Certificates
(7,454,110 ABCs outstanding) 108,378,957
109,143,825
Total Partners' capital 111,541,088
111,271,227
$118,777,719
$118,278,385
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
INCOME STATEMENTS
Three and six months ended June 30, 1997 and 1996
<CAPTION>
Three months ended Six
months ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C>
<C>
Interest income:
Revenue bonds $2,207,278 $2,310,451
$4,415,886 $4,603,233
Short-term investments 49,208 43,468
77,705 77,516
2,256,486 2,353,919
4,493,591 4,680,749
Equity in losses of property-owning 40,211 318,267
112,310 550,270
investees
Expenses:
General and administrative 96,544 93,548
214,664 187,764
Net income $2,119,731 $1,942,104
$4,166,617 $3,942,715
Net income allocated to:
Limited Partner $2,077,337 $1,903,262
$4,083,285 $3,863,861
General Partner 42,394 38,842
83,332 78,854
$2,119,731 $1,942,104
$4,166,617 $3,942,715
Net income per Assigned Benefit
Certificate $ .28 $ .26 $
.55 $ .52
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENT OF PARTNERS' CAPITAL
Six months ended June 30, 1997
<CAPTION>
Net
Unrealized
Gain on
Limited General Revenue
Partner Partner Bonds Total
<S> <C> <C> <C>
<C>
Partners' capital (deficit) at
December 31, 1996 $109,143,825 $(647,230)
$2,774,632 $111,271,227
Net income 4,083,285 83,332
4,166,617
Cash distributions (4,848,153) (98,882)
(4,947,035)
Net change in fair value of
revenue bonds available for
sale - - 1,050,279
1,050,279
Partners' capital (deficit) at
June 30, 1997 $108,378,957 $(662,780)
$3,824,911 $111,541,088
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF CASH FLOWS
Six months ended June 30, 1997 and 1996
<CAPTION>
1997 1996
<S> <C>
<C>
Cash flows from operating activities:
Net income $ 4,166,617 $
3,942,715
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in losses of property-owning investees
112,310 550,270
Amortization of deferred bond selection fee
106,487 106,487
Decrease (increase) in accrued interest receivable
444,248 (132,247)
Increase in escrowed funds (58,193)
(49,881)
Increase in accounts payable and other liabilities
140,958 51,842
Net cash provided by operating activities
4,912,427 4,469,186
Cash flows used in investing activities:
Investment in property-owning investees (23,795)
(15,000)
Cash flows used in financing activities:
Cash distributions (4,947,035)
(4,563,740)
Decrease in cash and cash equivalents (58,403)
(109,554)
Cash and cash equivalents at beginning of period
4,743,191 5,255,586
Cash and cash equivalents at end of period $ 4,684,788 $
5,146,032
See accompanying notes to consolidated financial
statements.
</TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
NOTES TO FINANCIAL STATEMENTS
1. The Partnership and Accounting Policies
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 on
August 20, 1986.
The Partnership's records are maintained on the accrual
basis of accounting for financial reporting and tax
purposes.
Net income per Assigned Benefit Certificate ("ABC") is
calculated by dividing net income allocated to the
Investors, in accordance with the Partnership
Agreement, by the number of ABCs outstanding.
In the opinion of management, the accompanying
financial statements, which have not been audited,
include all adjustments, consisting only of normal
recurring accruals, necessary to present fairly the
results for the interim periods.
These financial statements should be read in
conjunction with the annual financial statements and
notes thereto included in the Partnership's annual
report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31,
1996 Operating results of interim periods may not be
indicative of the operating results for the entire
year.
The Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128,
"Earnings per Share" in February, 1997. This
pronouncement establishes standards for computing and
presenting earnings per share, and is effective for the
Partnership's 1997 year-end financial statements. The
Partnership's management has determined that this
standard will have no impact on the Partnership's
computation or presentation of net income per unit of
limited partnership interest.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
NOTES TO FINANCIAL STATEMENTS
2. Investment in Revenue Bonds
The Partnership recognized provisions for uncollectible
interest of $644,095 and $431,654 for the six months
ended June 30, 1997 and 1996, respectively, which
amounts represent accrued but unpaid interest on the
Park at Landmark revenue bond in 1997 and 1996. These
amounts were recorded as a reduction of interest income
from revenue bonds. The Partnership has estimated that
the fair value of the Park at Landmark property (the
underlying collateral on the revenue bond) is greater
than the carrying value of the revenue bond.
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
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 amortized cost basis of the revenue bonds was
$107,922,089 at June 30, 1997 and December 31, 1996.
Net unrealized gain on revenue bonds consists of gross
unrealized gains and losses of $7,583,000 and
$3,758,089, respectively, at June 30, 1997 and
$7,498,238 and $4,723,606, respectively, at December
31, 1996.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
NOTES TO FINANCIAL STATEMENTS
The Partnership and the owner of the Township in
Hampton Woods property are currently in negotiations
for the repayment by the owner of its $10,800,000
revenue bond.
3. 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. For each of the six-months ended June
30, 1997 and 1996, the Partnership incurred
approximately $258,000 for these services. As of June
30, 1997, the affiliate was owed approximately $97,000
for these services.
Another affiliate of the General Partner earned fees of
$52,175 and $50,058 for the management of the Park at
Landmark property during the six months ended June 30,
1997 and 1996, respectively. As of June 30, 1997, the
affiliate was owed approximately $8,900 by the owner of
Park at Landmark for these services.
4. Litigation
Various public partnerships sponsored by Realty
(including the Partnership and its Managing General
Partner) are defendants in purported class action
lawsuits pending in state and federal court. The
complaints allege a number of claims, including breach
of fiduciary duty, fraud and misrepresentation, and
seek an accounting of profits, compensatory and other
damages in an unspecified amount, possible liquidation
of the Partnership under a receiver's supervision and
other equitable relief. The defendants are vigorously
defending these actions. It is impossible to predict
the effect, if any, the outcome of these actions 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
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
NOTES TO FINANCIAL STATEMENTS
refusal to provide such list. The Partnership and the
General Partner believe that they have good defenses in
the action.
5. Cash Distributions
On August 11, 1997, the Partnership paid a cash
distribution of $2,422,588 to the Investors ($0.325 per
ABC) and $49,441 to the General Partner.
<TABLE>
TEMPO-LP INC.
BALANCE SHEETS
<CAPTION>
June 30, December
31,
1997 1996
ASSETS
<S> <C> <C>
Cash $ 900 $ 900
Investment in Partnership, at cost 100 100
$1,000 $1,000
STOCKHOLDER'S EQUITY
Common stock, $1 par value, 1,000 shares
authorized and outstanding $1,000 $1,000
See accompanying note.
</TABLE>
TEMPO-LP INC.
NOTE TO BALANCE SHEETS
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.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
Item 2. 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 was terminated in
1987. The Registrants have no plans to raise
additional capital.
The Partnership has purchased ten series of revenue
bonds, the proceeds of which funded the development of
eight multi-family residential properties (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.
The economic expansion continues and has provided for a
rebound in real estate markets. In the apartment
sector, supply and demand are generally in balance and
continued moderate economic growth resulted in steady
demand for apartment units during the second quarter
1997. Rental rates did not increase significantly
during the second quarter 1997 due to competition from
new apartment projects.
Because the revenue bonds owned by the Partnership 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 collateral. The process of
determining the fair value of the revenue bonds is
based upon projections of future
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
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 payment status of each revenue bond during the six
months ended June 30, 1997 was as follows:
Cash flow from the High Ridge Apartments, Township in
Hampton Woods Apartments, Wildcreek Apartments and
Burlington Arboretum Apartments properties enabled
their owners to pay debt service during the six months
ended June 30, 1997 at effective interest rates of
7.89%, 8.52%, 8.65% and 8.58%, respectively. These
payment rates equaled or exceeded the minimum interest
required on the respective loans; the excess payments
were applied to base interest. During the remainder of
1997, each of these properties is expected to operate
at a modest cash flow surplus after payment of minimum
debt service and, therefore, should be able to continue
to pay a portion of base interest during 1997.
Cash flow from the Pine Club Apartments enabled their
owner to pay minimum debt service. The property is
expected to generate sufficient cash flow to pay
minimum debt service during the remainder of 1997.
During the six months ended June 30, 1997, 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
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
expects that it will continue to do so during the
remainder of 1997. As of June 30, 1997, Fountain Head
Partners has a remaining commitment to fund property
operating deficits of $26,500 secured by a letter of
credit in favor of the Partnership.
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 for the six months ended June 30,
1997 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 during the
remainder of 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 the six months ended
June 30, 1997, the Partnership received $655,280 from
the property; this amount was less than required
minimum debt service by $644,095. The Partnership
believes that cash flow from the property will not be
sufficient to fully pay minimum debt service for the
next several years. However, the Partnership has
estimated that the value of the property exceeds the
carrying value of the loan.
On August 11, 1997, the Partnership paid the second
quarter cash distribution of $2,422,588 to the
Investors ($0.325 per ABC) and $49,441 to the General
Partner.
The Partnership has been notified by the owner of the
Township in Hampton Woods property of the owner's
intention to prepay its $10,800,000 revenue bond during
the third quarter of 1997. Both parties are in the
process of determining the total prepayment amount
which is contingent on the agreed-upon market value of
the property. If the bond is prepaid, proceeds will be
distributed to the Investors and the Partnership's cash
flow available for distribution will decrease. The
Partnership received approximately $920,000 of minimum
interest on the bond for the year-ended December 31,
1996.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
Accrued interest receivable decreased primarily due to
the accrual of approximately $558,000 of interest from
the Park at Landmark property at December 31, 1996,
which was received in January 1997.
Except as discussed herein 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, effective
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 three- and six-month periods ended June 30, 1997
compared to 1996 were primarily attributable to the
following:
Interest income from revenue bonds decreased during the
three months ended June 30, 1997 primarily due to a
decrease in interest from the Park at Landmark
property, offset by increased interest primarily from
the Burlington Arboretum and Wildcreek Apartments
properties of approximately $148,000. Interest income
from revenue bonds decreased during the six months
ended June 30, 1997 due to a decrease in interest from
the Park at Landmark ($212,000) and Township in Hampton
Woods ($137,000) properties. The Township in Hampton
Woods decrease is primarily attributable to a
nonrecurring $108,000 loan default settlement received
in the first quarter of 1996. These decreases were
offset by increased interest primarily from the
Burlington Arboretum property.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
Equity in losses of property-owning investees decreased
during the three- and six-months ended June 30, 1997
due to decreased bond interest payments on the Park at
Landmark property of approximately $217,000 and
$212,000, respectively. Equity in losses also
decreased during both periods primarily due to
increased rental income at the Sunbrook, Park at
Landmark and Fountainhead properties; no individual
property accounted for a significant portion of the
increase.
General and administrative expenses increased during
the six months ended June 30, 1997 primarily due to
increased costs related to investor reporting.
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, continues to operate in a
strong market with a current vacancy rate of
approximately 5%. Occupancy during the second quarter
increased to 98% and rental rates increased by
approximately 4% in the second quarter. New apartment
construction is planned in several nearby counties
which, if completed, would add nearly 1,500 apartments
into this region. All planned properties are luxury-
type apartments with anticipated rents above current
rents at Burlington Arboretum Apartments. As a result,
relatively high rents may be sustained in this market
in the near term, but excess supply may negatively
affect rents and occupancy levels over the longer term.
The Park at Landmark property, located in Alexandria,
VA, continues to operate in a very competitive market
experiencing a vacancy rate of approximately 10%. The
property has discontinued offering rental concessions
and free rent to compete with surrounding properties
and minimal rent increases have occured at a few
competing properties. Occupancy at the property
increased to 94% during the second quarter.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
Pine Club Apartments, located in Orlando, FL, operates
in a market with a current vacancy rate of
approximately 6%. The market continues to remain
strong due to steady employment growth in the Orlando
area. The completion of several new high-end luxury
complexes in 1996 has not negatively affected the
property. Occupancy at the property during the second
quarter decreased to 90% due to unexpected tenant move-
outs. These units are expected to be re-leased
quickly. Pine Club increased rents approximately 2%
during the second quarter 1997.
SunBrook Apartments, located in St. Charles County, MO,
a suburb of St. Louis, is in a market currently
experiencing a vacancy rate of approximately 7%. The
complex consists primarily of furnished apartments and
offers short-term leases to corporate renters. Market
demand for the units increases during the spring and
summer months and occupancy during the second quarter
increased to 92%. Rent increases of approximately 3%
were initiated in the second quarter.
Wildcreek Apartments, located in Clarkston, GA, a
suburb of Atlanta, is in a mature market with a current
vacancy rate of approximately 10%. There continues to
be minimal new apartment construction in this sub-
market and rental rates have remained stagnant.
Occupancy at the property decreased to 94% during the
second quarter.
The Township in Hampton Woods property, located in
Hampton, VA, operates in a market (with a vacancy rate
of approximately 5%) which is primarily dependent on
the defense industry. This market continues to remain
very competitive as an adjacent property completed new
units in the second quarter of 1997 which is expected
to negatively impact the property. Additional new
construction in progress is also expected to negatively
affect the property in the future. Occupancy at the
property increased to 94%.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
High Ridge Apartments, located in Albuquerque, NM, is
in a weakening market experiencing a current vacancy
rate of approximately 9%. Competing apartment
buildings continue to offer rental concessions to
attract new tenants and the property has decreased
rents on selected units to remain competitive. Newly
completed units in the market in the second quarter may
adversely impact the property in 1997. Occupancy at
the property decreased to 94%.
Fountain Head Apartments, located in Kansas City, MO,
operates in a market with a vacancy rate of 5%.
Occupancy during the second quarter increased to 98%
and an approximate 2% rent increase occurred in the
second quarter. New apartment units are under
construction, but are not expected to adversely affect
the property.
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.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
An exhibit index has been filed as part of
this Report
on Page E1.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND,
L.P.
TEMPO-LP INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrants have duly caused this
report to be signed on their behalf by the undersigned
thereunto duly authorized.
DEAN WITTER/COLDWELL
BANKER
TAX EXEMPT MORTGAGE FUND,
L.P.
By: TEMPO-GP, INC.
Managing General Partner
Date: August 13, 1997 By: /s/E. Davisson
Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: August 13, 1997 By: /s/Lawrence
Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
TEMPO-LP, INC.
Date: August 13, 1997 By: /s/E. Davisson
Hardman, Jr. E. Davisson Hardman,
Jr.
President
Date: August 13, 1997 By: /s/Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
Exhibit Index
Quarter Ended June 30, 1997
Exhibit
No. Description
27 Financial Data Schedule
E1
<TABLE> <S> <C>
<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 informaiton, refer to the
accompanying unaudited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,684,788
<SECURITIES> 0
<RECEIVABLES> 571,437
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 118,777,719<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 111,541,088<F2>
<TOTAL-LIABILITY-AND-EQUITY> 118,777,719<F3>
<SALES> 0
<TOTAL-REVENUES> 4,493,591<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 214,664<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,166,617
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,166,617
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,166,617
<EPS-PRIMARY> .55<F6>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include investment in
revenue bonds of $111,747,000, net deferred expenses of $941,545 and
escrowed funds of $832,949.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $1,049,474
and excess of equity in losses of property-owning investees over investments
therein of $6,187,157.
<F4>Total revenue includes interest income of $4,493,591.
<F5>Other expenses include equity in losses of property-owning investees of
$112,310 and general and administrative expenses of $214,664.
<F6>Represents net income per Assigned Benefit Certificate.
</FN>
</TABLE>
