DEAN WITTER REALTY YIELD PLUS L P
10-Q, 1994-11-14
REAL ESTATE
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                                  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 September 30, 1994

                                        OR

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

                         Commission File Number:  0-18148

                        DEAN WITTER REALTY YIELD PLUS, L.P.
          (Exact name of registrant as specified in governing instrument)

       Delaware                                   13-3426531           
(State of organization)               (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>
<PAGE>
<TABLE>
                            PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                          DEAN WITTER REALTY YIELD PLUS, L.P.
                              Consolidated Balance Sheets
<CAPTION>
                                                      September 30,
                                                          1994           December 31,
                                                       (Unaudited)           1993    
                      ASSETS
<S>                                                 <C>               <C>            
Real estate, at cost:
  Land                                               $ 31,771,412      $  28,423,820 
  Buildings and improvements                          142,308,662        122,181,781 
                                                      174,080,074        150,605,601 
  Accumulated depreciation                             11,024,985          7,953,483 
                                                      163,055,089        142,652,118 

Investments in participating mortgage 
  and other secured loans, net of allowance
  of $12,858,595 at September 30, 1994 and                         
  $17,523,066 at December 31, 1993                     19,977,608         19,977,608 

Cash and short-term investments, at cost                           
  which approximates market                             6,904,384          4,859,851 

Cash in escrow                                          5,000,000          5,000,000 

Deferred expenses, net                                  1,473,604          1,274,326 

Other assets                                            1,348,229          2,083,466 

                                                     $197,758,914       $175,847,369 

                          LIABILITIES AND PARTNERS' CAPITAL 

Mortgage notes payable                              $  57,771,617      $  45,144,566 

Accounts payable and other liabilities                  3,509,746          4,357,759 

Due to affiliates                                       1,749,313          1,971,435 

Loans payable to bank                                   9,338,174          1,062,333 

Minority interests                                     19,821,340         19,491,926 
                                                       92,190,190         72,028,019 
Partners' capital (deficiency):
  General partners                                     (5,311,064)        (5,486,003)
  Limited partners ($20 per Unit,
    8,909,969 Units issued)                           110,879,788        109,305,353 

          Total partners' capital                     105,568,724        103,819,350 

                                                     $197,758,914       $175,847,369 
See accompanying notes to consolidated financial statements.
</TABLE>
[FN]<PAGE>
<PAGE>
<TABLE>
                                  DEAN WITTER REALTY YIELD PLUS, L.P.

                                   CONSOLIDATED STATEMENTS OF INCOME

                        Three and nine months ended September 30, 1994 and 1993

                                              (Unaudited)
<CAPTION>
                                                Three months ended           Nine months ended
                                                   September 30,                September 30,      
                                               1994          1993           1994            1993     
<S>                                       <C>           <C>            <C>             <C>         
Revenues:
  Rental                                  $6,850,095     $4,718,016     $18,710,418     $11,794,385   
   Interest on participating 
    mortgage loan                            652,331        803,061       1,942,991       2,394,153
  Interest on short-term investments         107,717         50,939         252,598         144,316
  Other                                      190,248        505,364         811,148         984,148
                                           7,800,391      6,077,380      21,717,155      15,317,002
Expenses:
  Property operating                       2,678,905      2,142,434       7,399,347       5,283,418
  Interest                                 1,485,713        391,034       3,859,070         470,522
  Depreciation                             1,091,901        931,062       3,071,502       2,519,061
  Amortization                               190,722         66,295         321,834         195,184
  General and administrative                 283,929        359,492         888,072       1,111,277
                                           5,731,170      3,890,317      15,539,825       9,579,462

Income before minority interests           2,069,221      2,187,063       6,177,330       5,737,540

Minority interests                           186,083        347,305         599,349         975,282

Income before gain on refinancing
  of debt                                  1,883,138      1,839,758       5,577,981       4,762,258

Gain on refinancing of debt                  626,375              -         626,375               -

Net income                               $ 2,509,513     $1,839,758      $6,204,356      $4,762,258

Net income per unit of limited 
  partnership interest                          $.25           $.19            $.62            $.48

See accompanying notes to consolidated financial statements.
</TABLE>
[FN]<PAGE>
<PAGE>
<TABLE>
                          DEAN WITTER REALTY YIELD PLUS, L.P.

                Consolidated Statement of Changes in Partners' Capital 

                         Nine months ended September 30, 1994

                                      (Unaudited)

<CAPTION>
                                      Limited            General    
                                      Partners           Partners           Total    

<S>                               <C>                 <C>              <C>           
Partners' capital (deficiency)
   at January 1, 1994              $109,305,353        $ (5,486,003)    $103,819,350 

Net income                            5,583,920             620,436        6,204,356 

Cash distributions                   (4,009,485)           (445,497)      (4,454,982)

Partners' capital (deficiency)
   at September 30, 1994           $110,879,788         $(5,311,064)    $105,568,724 










See accompanying notes to consolidated financial statements.
</TABLE>
[FN]
<PAGE>
<PAGE>
<TABLE>
                          DEAN WITTER REALTY YIELD PLUS, L.P.

                         Consolidated Statements of Cash Flows

                     Nine months ended September 30, 1994 and 1993
                                      (Unaudited)
<CAPTION>                                                                             
                                                      1994                   1993    
<S>                                             <C>                    <C>           
Cash flows from operating activities:
  Net income                                     $   6,204,356          $  4,762,258 
  Adjustments to reconcile net income to                                             
    net cash provided by operating activities:
  Depreciation and amortization                      3,393,336             2,714,245 
  Minority interests in earnings of
    consolidated partnerships                          599,349               975,282 
  Deferred expenses                                   (521,112)             (227,437)
  Decrease (increase) in other assets                  830,778              (769,712)
  (Decrease) increase in accounts payable 
    and other liabilities                           (1,330,843)              583,292 
  (Decrease) increase in due to affiliates            (222,122)              293,640 
  
Net cash provided by operating activities            8,953,742             8,331,568 

Cash flows from investing activities:
  Contributions by minority interest 
    to consolidated partnerships                       821,131                  -    
  Minority interest in distributions from
    consolidated partnerships                       (1,091,066)           (1,322,594)
  Investments in participating mortgage loans             -                 (807,353)
  Cash in escrow                                          -                  400,000 
  Additions to real estate                          (1,892,527)             (963,669)
Net cash used in investing activities               (2,162,462)           (2,693,616)

Cash flows from financing activities:
  Proceeds from bank loans                           8,555,404             1,062,333 
  Repayments of bank loans                            (279,563)                    - 
  Cash distributions                                (4,454,982)           (4,454,982)
  Repayments of mortgage notes                      (8,821,266)                 -    
  Cash received from acquisition of partnerships       253,660                  -    

Net cash used in financing activities               (4,746,747)           (3,392,649)

Increase in cash and short-term investments          2,044,533             2,245,303 

Cash and short-term investments at
  beginning of period                                4,859,851               626,920 

Cash and short-term investments at
  end of period                                   $  6,904,384           $ 2,872,223 

Supplemental disclosure of cash flow information:
Cash paid for interest                            $  3,652,009           $    -      

             See accompanying notes to consolidated financial statements.
</TABLE>
[FN]<PAGE>
<PAGE>
<TABLE>
                          DEAN WITTER REALTY YIELD PLUS, L.P.

                         Consolidated Statements of Cash Flows

                     Nine months ended September 30, 1994 and 1993
                                  (Unaudited) Cont'd


<CAPTION>

                                                      1994                   1993    
<C>                                             <C>                    <C>           
Supplemental disclosure of non-cash investing activities:

Assets acquired and liabilities assumed on receipt
  of partnership interests in lieu of foreclosure of
  secured loan:

  Real estate                                     $(25,731,946)         $(59,451,213)

  Investment in participating mortgage
    loans transferred to real estate              $      -              $ 13,387,383 

  Other assets                                    $    (95,541)         $      -     

  Mortgage notes                                  $ 25,598,317          $ 45,198,476 

  Accounts payable and accrued liabilities        $    482,830          $    865,354 

Foreclosure of real estate:
  Real estate                                     $  4,150,000          $     -      
  Mortgage note                                   $( 4,150,000)         $     -      











See accompanying notes to consolidated financial statements.
</TABLE>
[FN]
<PAGE>
<PAGE>
                          DEAN WITTER REALTY YIELD PLUS, L.P.

                      Notes to Consolidated Financial Statements
                                      (Unaudited)


1.    The Partnership

      Dean Witter Realty Yield Plus, L.P. (the "Partnership") is a limited
      partnership organized under the laws of the State of Delaware in 1987. 
      The Managing General Partner of the Partnership is Dean Witter Realty
      Yield Plus Inc., which is wholly-owned by Dean Witter Realty Inc.
      ("Realty").

      The financial statements include the accounts of the Partnership, DW
      Columbia Gateway Associates, DW Michelson Associates, DW Lakeshore
      Associates (formerly Lakeshore Ontario Associates), Deptford Crossing
      Associates (effective July 16, 1993), Hampton Crossing Associates
      (effective September 7, 1993), and DW Community Centers Limited
      Partnership and DW Maplewood Inc. (effective April 4, 1994) on a
      consolidated basis.  All significant intercompany accounts and
      transactions have been eliminated.

      The Partnership's records are maintained on the accrual basis of
      accounting for financial reporting and tax reporting purposes.

      Real estate acquired in settlement of loans is recorded at the lower of
      the book value of the investment or estimated fair value at the date of
      foreclosure or in-substance foreclosure.  The Partnership periodically
      evaluates the recoverability of the net carrying value of its real estate
      and investments in participating mortgage and other secured loans.  The
      evaluation is based on a review of expected future cash flows,
      determination  of the Partnership's expected holding period of these
      assets, the financial condition of guarantors, if any, and other factors. 
      
      The net income per Unit amounts are calculated by dividing net income
      allocated to Limited Partners in accordance with the Partnership
      Agreement, by the weighted average number of units outstanding.

      In the opinion of management, the accompanying financial statements, which
      have not been audited, reflect all adjustments necessary to present fairly
      the results for the interim periods.

2.    Investments in Real Estate

      Hampton Village Centre, Rochester Hills, Michigan

      The Partnership's borrower had obtained a first mortgage loan of $29
      million, secured by Phase I of the property, from a major insurance
      company, and three additional loans totalling $13.3 million from the
      Partnership.  Two of the loans from the Partnership were in default and
      were placed on non-accrual status in 1992.

      During the first quarter of 1993, the Partnership accelerated all of its
      loans and instituted foreclosure proceedings.  In September 1993, the
      Partnership indirectly acquired one-half of the partnership interests of
      Hampton Crossing Associates, the owner of Hampton Village Centre, thereby
      obtaining effective control of the center, and began accounting for the
      loans as if the property were owned, by reclassifying the loans to real
      estate and recording the $29,000,000 first mortgage loan.  During the
      first quarter of 1994, the Partnership indirectly acquired all of the
      partnership interests of Hampton Crossing Associates not previously owned
      by it.

      Contractors who worked on the property have brought claims of about
      $2,000,000 against the borrower and have filed liens against the property;
      the Partnership is contesting these claims and expects to settle them for
      less than their face amounts.

      Shopping Centers Investments, Michigan, Ohio, and Tennessee

      In 1990, the Partnership loaned $6,000,000 to the partners of the
      developer of eleven community shopping centers and the Hampton Crossing
      and Deptford Crossing properties.  The loan was secured by interests in
      eleven partnerships which owned the eleven community shopping centers, and
      was due in August 1991.  During the second quarter of 1991, through the
      sale of three of the shopping centers, the Partnership received a payment
      of $1,588,000, but received no further payments.  The Partnership stopped
      accruing interest on the loan in August 1991, and established an allowance
      of $4,664,471 against it at December 31, 1992.

      In the first quarter of 1993, the Partnership instituted legal proceedings
      to collect on  the note and to foreclose on the remaining collateral
      partnership interests.  The properties owned by the partnerships in which
      the Partnership had a collateral interest were all encumbered by
      mortgages; during the first six months of 1994, the mortgagees foreclosed
      on four of the properties. 

      In April 1994, the Partnership obtained sole control of the partnerships
      which own three of the remaining community shopping centers (aggregating
      321,000 square feet) and joint control of the partnership which owns the
      fourth (84,000 square feet).  At that date, the Partnership consolidated
      the partnerships and recorded their assets and liabilities at estimated
      fair values.  

      One of these centers was encumbered by a $4,150,000 mortgage note which
      matured on June 30, 1994 but was not repaid when due.  In September 1994,
      the mortgagee foreclosed on the property.  The loss of the property did
      not have a material impact on the financial statements.  
      
3.    Investment in Participating Mortgage Loan

      One Congress Street, Boston, Massachusetts

      The property consists of a nine-story parking garage,  two office levels
      above the garage, and ground level retail space.  The Partnership has
      funded approximately $32,876,000 of its $34,350,000 commitment.  Base
      interest is payable currently at 8%.  

      The office space is 100% leased to a federal agency, the General Services
      Administration ("GSA") under a lease that is cancellable by the GSA in
      1995 and terminates in 1997.  Pursuant to the lease, the GSA is entitled
      to a five-month free rent period, which began in August 1994, in
      connection with GSA's financing of tenant improvements for its premises.
      The borrower has made a claim against GSA of approximately $3.3 million
      for the costs incurred in connection with the GSA tenant improvements; 
      GSA has responded by disputing the amount claimed.  The borrower and GSA
      are continuing negotiations to resolve this matter.

      Unadvanced loan proceeds, in addition to cash reserves at the property,
      are projected to be sufficient to fund debt service payments on the first
      and second mortgages through the GSA free rent period. In October 1994,
      the Partnership advanced approximately $904,000 to the borrower to cover
      operating deficits and debt service.

4.    Loans Payable

      In August 1994, the Partnership increased its existing $3 million bank
      line of credit to $5 million and borrowed the available amount of
      approximately $4.1 million.  Contemporaneously, the Partnership
      established an additional $6 million line of credit with the bank and
      borrowed approximately $4.5 million.  

      These borrowings were used to repay mortgage loans secured by the Midway
      Crossing Shopping Center aggregating approximately $8.8 million and
      delinquent real estate taxes and closing costs totaling approximately
      $312,000.  The remaining borrowings were used to increase Partnership cash
      reserves.  In connection with this refinancing, the mortgagee forgave
      approximately $626,000 of its loans.  

      Borrowings on the $5 million line of credit are secured by a first
      mortgage on Greewway Pointe and an assignment of distributions from 2600
      Michelson Drive.  Borrowings on the $6 million line of credit are secured
      by a first mortgage on the Midway Crossing Shopping Center.  Repayment of
      both loans is guaranteed by the Partnership.  Both loans bear interest,
      payable monthly, at the prime rate plus one quarter percent, and are
      repayable in thirty-one consecutive payments beginning March 1, 1996.  The
      prime rate at September 30, 1994 was 7.75%.

5.    Related Party Transactions

      An affiliate of Realty provided property management services for four
      properties for the nine months ended September 30, 1994 and 1993.  The
      Partnership paid the affiliate management fees of $246,406 and $125,806
      for the nine months ended September 30, 1994 and 1993, respectively.


                                           
      Realty performs administrative functions, processes certain investor
      transactions and prepares tax information for the Partnership.  For the
      nine months ended September 30, 1994 and 1993, the Partnership incurred
      approximately $328,000 each period for these services.

      The Partnership borrowed funds from an affiliate of Realty.  Interest
      expense, which was calculated at the prime rate, amounted to $88,870 and
      $77,407 for the nine months ended September 30, 1994 and 1993,
      respectively.  As of September 30, 1994 and 1993, the amounts due to the
      affiliate were $1,714,915 and $1,723,115, respectively.

6.    Subsequent Event

      On October 28, 1994, the Partnership paid a cash distribution of $.15 per
      Unit to Limited Partners.  The cash distribution aggregated $1,484,994
      with $1,336,495 distributed to Limited Partners and $148,499 distributed
      to the General Partners.

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

Liquidity and Capital Resources   

The Partnership raised $178,199,380 through a public offering which terminated
in 1987.  The Partnership has no plans to raise additional capital.

The Partnership had originally committed the proceeds raised in the offering to
seven investments in loans or land leases, which provided for a fixed current
return and participation in the long-term appreciation and/or revenue from
operation of the properties involved in such investments.  Due to the weakness
in real estate markets, most of the properties did not generate sufficient cash
flow to fully service their debt.  As a result, through September 30, 1994, the
Partnership acquired, through foreclosure, or through transfers of ownership
interests in lieu of foreclosure, all but one of the properties in which it
originally invested.  The resulting foreclosures have effectively changed the
Partnership from a participating lender to an equity owner of real estate.  As
a result, the Partnership receives all cash flow from the properties it owns, 
and will be required  to expend funds for tenant improvements and leasing 
commissions in connection with the leasing of vacant space as is customary 
in most real estate markets.

Many real estate markets are stabilizing or improving primarily due to the
continued absence of significant construction activity.  The recovery of the
office market, however, will be slow because tenant demand is weak as a result
of continued downsizing by many major corporations.  Increased consumer spending
has helped the retail property market, although increased interest rates have
slowed spending.  Rents for residential properties have been increasing in most
regions while demand for apartment units continues to grow.

Real estate markets are generally divided into sub-markets by geographic
locations and property type.  Not all sub-markets have been affected equally by
the above factors.

During the first nine months of 1994, Partnership cash flow from operations
exceeded distributions to investors and capital expenditures.  The Partnership
expects that such cash flows for the remainder of 1994 will be sufficient to
fully fund capital expenditures and cash distributions.

During the first three quarters of 1994, the Partnership incurred approximately
$1,649,000 for tenant improvements, leasing commissions and building 
improvements at 2600 Michelson Drive.  The minority interest contributed 
approximately $821,000 for its share of these improvements. 

In August 1994, the Partnership refinanced the mortgage notes payable on the
Midway Crossing Shopping Center.  See Note 4 to the consolidated financial
statements.  The Partnership is attempting to sell one of the other community
shopping centers.


At One Congress Street, the General Services Administration ("GSA"), as provided
in its lease, has begun its five month free rent period which commenced August
1994.  Unadvanced loan proceeds in addition to cash reserves at the property, 
are projected to be sufficient to fund debt service payments on the first and 
second mortgages through the GSA free rent period.

On October 28, 1994, the Partnership paid a cash distribution of $.15 per Unit
to Limited Partners.  Total cash distributed was $1,484,994 with $1,336,495
distributed to Limited Partners and $148,499 to the General Partners.

Operations

Fluctuations in the Partnership's operating results for the three and nine-month
periods ended September 30, 1994 compared to 1993 are primarily attributable to
the following:

The increases in rental income, property operating expenses and depreciation
primarily result from recording property operations for Deptford Crossing
beginning in July 1993, Hampton Village Centre beginning in September 1993 and
the community shopping centers beginning in April 1994, due to the
reclassification of these investments to real estate from investments in
participating mortgage loans and other secured loans.  

The decreases in interest income from participating mortgage loans and other
secured loans primarily result from reclassifying Hampton Village Center to real
estate from investments in participating mortgage loans.  

The increases in interest on short-term investments is attributable to higher
cash balances and interest rates in 1994.

The decreases in other income primarily represent operating deficity guaranty
payments received at 401 East Ontario Street during the first three quarters of
1993 and the repayment of fees relating to One Congress Street during the third
quarter of 1993, partially offset by cash received in the second quarter of 1994
from the partnerships which owned four community shopping centers that were
foreclosed upon by their respective first mortgage lenders. 

The increases in interest expense represent interest on the Hampton Village
Centre, Deptford Crossing and community shopping centers first mortgage loans
which the Partnership began to record when it obtained ownership of these
properties.

The decreases in general and administrative expense primarily result from
decreased legal fees incurred in connection with foreclosures and restructur-
ings.

The decreases in minority interests primarily results from lower rental income
as a result of lower rents in 1994 as compared to 1993 at 2600 Michelson Drive.



A summary of the office, retail, residential and research and development
building markets where the Partnership's properties are located and the
performance of each property is as follows:

Greenway Pointe, located in Columbia, Maryland has been affected by an over-
supply of research and development buildings in its market area.  Current 
vacancy levels in the Columbia research and development market are 
approximately 20%.  However, during the third quarter of 1994, occupancy 
at the property increased from 82% to 95%.
 
401 East Ontario Street is located in an improved residential sub-market in
Chicago, Illinois due to no new construction since 1991 and recent condo
conversions of competing area properties.  The market vacancy rate is
approximately 5%. During the third quarter of 1994, occupancy at the property
increased to 94% from 92%.  
    
The office market in Irvine, California, the location of 2600 Michelson Drive 
is weak due to the economic downturn in the aerospace, defense, and construction
industries.  This results in higher vacancy rates and lower rental rates when
space is leased to new tenants or re-leased to existing tenants.  During the
third quarter of 1994, occupancy at the property decreased to 72% from 84%.

Deptford Crossing located in Deptford, New Jersey has been affected by a
combination of the recession in real estate and retailer reluctance to expand,
which has exerted downward pressure on rents and has made further leasing
difficult.  Occupancy at the property increased slightly from 83% to 84% during
the third quarter of 1994. In contrast, Rochester Hills, Michigan, the location
of Hampton Village Centre, has remained a relatively stable and strong retail
market.  Occupancy at the property remained at 94% during the third quarter of
1994. 

The office space at One Congress Street located in Boston, Massachusetts has not
been affected by the weakness in the Boston economy.  The GSA lease is
cancellable in 1995 and terminates in 1997.  Additionally, the retail space,
which is a small portion of the property, has been difficult to lease-up due to
reduced demand for retail space.  During the third quarter of 1994, the 
occupancy at the office space and garage space remained at 100%, and occupancy 
at the retail space remained at 61%.

Flint, Michigan, the location of the Genesee Crossing Shopping Center (acquired
in the second quarter of 1994), is an active retail market with a relatively 
low vacancy rate.  During the third quarter of 1994, occupancy at the property
remained at 99%.
Elyria, Ohio, the location of the Midway Crossing shopping center (acquired in
the second quarter of 1994) is a relatively stable retail market, with little
vacancy in the vicinity.  The property is located across the street from a
successful regional mall.  As of September 30, 1994, the property was 100%
leased.  


Farmington Crossroads shopping center (acquired in the second quarter of 1994)
is located in the affluent suburban community of Farmington, Michigan. 
Farmington's retail market has a relatively low vacancy rate.  During the third
quarter of 1994, occupancy at the property remained at 93%.

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>
<PAGE>
PART II - OTHER INFORMATION

Item 1.Legal Proceedings - not applicable.

Item 2.Changes in Securities - not applicable.

Item 3.Defaults upon Senior Securities - not applicable.

Item 4.Submission of Matters to a Vote of Security Holders -      
        not applicable.

Item 5.Other Information - not applicable.

Item 6.Exhibits and Reports on Form 8-K.
             
          a)  Exhibits - not applicable  

          b)  Reports on Form 8-K - not applicable<PAGE>
<PAGE>


                                      SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                DEAN WITTER REALTY YIELD PLUS, L.P.


                                   By:   Dean Witter Realty Yield Plus Inc.
                                         Managing General Partner



Date:  November 14, 1994            By:   /s/E. Davisson Hardman, Jr.         
                                          E. Davisson Hardman, Jr.  
                                          President                         



Date:  November 14, 1994             By:   /s/Lawrence Volpe                
                                           Lawrence Volpe    
                                           Controller                     
                                           (Principal Financial and Accounting
                                           Officer)                            
 
                                         
                                         
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in real estate, 
participating mortgage loans,and real estate joint ventures.  In accordance 
with industry practice, its balance sheet is unclassified.  For full 
information, refer to the accompanying unaudited financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-3
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                      11,904,384
<SECURITIES>                                         0
<RECEIVABLES>                                  940,834 
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             197,758,914<F1>
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                 105,568,724<F2>
<TOTAL-LIABILITY-AND-EQUITY>               197,758,914<F3>
<SALES>                                              0
<TOTAL-REVENUES>                            22,343,530<F4>
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                            12,280,104
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           3,859,070
<INCOME-PRETAX>                              6,204,356
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          6,204,356
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 6,204,356
<EPS-PRIMARY>                                      .62<F5>
<EPS-DILUTED>                                        0
<FN>
<F1>In addition to cash and receivables, total assets include net investments
in real estate of $163,055,089, net investments in participating mortgage
and other secured loans of $19,977,608, net deferred expenses of $1,473,604
and other assets of $407,395.
<F2>Represents partners' capital. 
<F3>Liabilities include mortgage notes payable of $57,771,617, minority 
interests of $19,821,340, loans payable to bank of $9,338,174 and accounts 
payable and other liabilities of $5,259,059. 
<F4>Total revenue includes rent of $18,710,418, interest on participating
mortgage loans of $1,942,991, interest on short-term investments of
$252,598, other revenue of $811,148 and gain on refinancing of debt of 
$626,375.
<F5>Represents net income per Unit of limited partnership interest.
</FN>
        

</TABLE>


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