RIVERSIDE PARK ASSOCIATES LP
8-K/A, 1998-10-28
OPERATORS OF APARTMENT BUILDINGS
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                           FORM 8-K - CURRENT REPORT


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                        Date of Report: October 20, 1998


                 RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


              Delaware                0-15740                04-2924048
  (State or other jurisdiction of   (Commission           (I.R.S. Employer
   incorporation or organization)   File Number)           Identification
                                                              Number)


           55 Beattie Place
         Post Office Box 1089
      Greenville, South Carolina                                29602
(Address of principal executive office)                       (Zip Code)

       Registrant's telephone number, including area code (864) 239-1000
       
       
       
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

As of October 20, 1998, Reznick Fedder & Silverman, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of Riverside Park Associates Limited Partnership (the "Registrant" or the
"Partnership") was dismissed.  As of the same date, the firm of KPMG Peat
Marwick LLP was engaged to provide that service for the Registrant.

The audit reports of Reznick Fedder & Silverman on the financial statements of
the Partnership as of and for the years ended December 31, 1997 and 1996, did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was approved by the board of directors of the
general partner of the Partnership on September 23, 1998.

During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.

The Registrant has provided a copy of this disclosure to the former accountant,
and the Registrant requested that the former accountant furnish the Registrant
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Registrant, and, if not,
stating the respects in which it does not agree.  A copy of the former
accountant's response indicating agreement is included as an exhibit to this
report.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial statements of businesses acquired. - Not Applicable

(b)  Pro forma financial information. - Not Applicable

(c)  Exhibits:

     The following is filed as part of this report

     Exhibit No.     Exhibit

     16          Letter dated October 22, 1998 from the Registrant's former
                 independent accountant regarding its concurrence with the
                 statements made by the Registrant in this Current Report.



                                   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 hereunto duly authorized.

                         RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                         By:       Winthrop Financial Associates
                                   Its General Partner

                         By:       IPT I LLC
                                   Its Associate General Partner

                         By:       /s/ Patrick Foye
                                   Patrick Foye
                                   Executive Vice President

                         Date:     October 28, 1998



                           Reznick Fedder & Silverman
           Certified Public Accountants - A Professional Corporation
                       4520 East West Highway, Suite 300
                         Bethesda, Maryland  20814-3319
                              phone  301/652-9100
                               fax  301/652-1848



October 22, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

RE:  Riverside Park Associates Limited Partnership
     File #:  0-15740

We have read the statements of Riverside Park Associates Limited Partnership to
be included in Item 4 of the Form 8-K dated October 1998.  In connection
therewith, we concur with the statement made by registrant and confirm that
during the two most recent fiscal years of the registrant and each subsequent
interim period preceding September 30, 1998, there were no disagreements between
Riverside Park Associates Limited Partnership and us on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, that would have caused us to make reference to the subject matter of
such disagreement if not resolved to our satisfaction.

Very truly yours,
<PAGE>

/s/ Reznick Fedder & Silverman

Reznick Fedder & Silverman
Certified Public Accounts



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