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 quarterly period ended: September 30, 2008. 				________________ /__/ 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: 33-26038 ________ DSI REALTY INCOME FUND XI, A California Limited Partnership __________________________________________________________________ (Exact name of registrant as specified in its charter) California 33-0324161 __________________________________________________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6700 E. Pacific Coast Hwy, Long Beach, California 90803 __________________________________________________________________ (Address of principal executive offices) (Zip Code) (562)493-8881 __________________________________________________________________ (Registrant's telephone number, including area code) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The issuer is a limited partnership. All 20,000 limited partnership units originally sold for $500 per unit. There is no trading market for the limited partnership units. PART I - FINANCIAL INFORMATION DSI REALTY INCOME FUND XI (A Limited Partnership) BALANCE SHEETS (UNAUDITED) September 30, 2008 AND DECEMBER 31, 2007 September 30, December 31, 2008 2007 ASSETS CASH AND CASH EQUIVALENTS $ 500,090 $ 470,456 PROPERTY,NET 2,634,959 2,874,304 OTHER ASSETS 152,766 145,491 ---------- ---------- TOTAL $3,287,815 $3,490,251 ========== ========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Distribution to Partners $202,020 $202,020 Property management fee payable 11,177 11,066 Customer deposits and other liabilities 160,847 203,828 Capital lease obligation 31,487 59,204 -------- -------- Total liabilities 405,531 476,118 ---------- ---------- PARTNERS' EQUITY (DEFICIT): General Partners (60,844) (59,526) Limited Partners (20,000 limited partnership units outstanding at September 30, 2008 and December 31, 2007) 2,943,128 3,073,659 ---------- ---------- Total partners' equity 2,882,284 3,014,133 ---------- ---------- TOTAL $3,287,815 $3,490,251 ========== ========== See accompanying notes to financial statements (unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED September 30, 2008 AND 2007 September 30, September 30, 2008 2007 REVENUES: Rental Income $ 541,476 $ 554,373 Ancillary operating revenue 47,116 40,444 Interest and other income 85 83 ---------- ---------- Total revenues 588,677 594,900 EXPENSES: Operating 342,844 364,822 General and administrative 39,158 30,877 ---------- ---------- Total expenses 382,002 395,699 ---------- ---------- INCOME BEFORE MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE 206,675 199,201 MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE 0 (123,491) ---------- ---------- NET INCOME $ 206,675 $ 75,710 ========== ========== AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 204,608 $ 74,953 General partners 2,067 757 ---------- ---------- TOTAL $ 206,675 $ 75,710 ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 10.23 $ 3.75 ========== ========== LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 ====== ====== See accompanying notes to financial statements (unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED September 30, 2008 AND 2007 September 30, September 30, 2008 2007 REVENUES: Rental Income $1,626,047 $1,659,185 Ancillary operating revenue 124,687 116,386 Interest and other income 251 249 ---------- ---------- Total revenues 1,750,985 1,775,820 EXPENSES: Operating 1,092,676 1,017,753 General and administrative 184,098 176,192 ---------- ---------- Total expenses 1,276,774 1,193,945 ---------- ---------- INCOME BEFORE MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE 474,211 581,875 MINORITY INTEREST IN INCOME OF REAL ESTATE JOINT VENTURE 0 (123,491) ---------- ---------- NET INCOME $ 474,211 $ 458,384 ========== ========== AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 469,469 $ 453,800 General partners 4,742 4,584 ---------- ---------- TOTAL $ 474,211 $ 458,384 ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 23.47 $ 22.69 ========== ========== LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 20,000 20,000 ====== ====== See accompanying notes to financial statements (unaudited). STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED) FOR THE NINE MONTHS ENDED September 30, 2008 GENERAL LIMITED PARTNERS PARTNERS TOTAL BALANCE AT JANUARY 1, 2008 ($59,526) $3,073,659 $3,014,133 NET INCOME 4,742 469,469 474,211 DISTRIBUTIONS (6,060) (600,000) (606,060) -------- ---------- ---------- BALANCE AT September 30, 2008 ($60,844) $2,943,128 $2,882,284 ======== ========== ========== See accompanying notes to financial statements (unaudited). STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED September 30, 2008 AND 2007 September 30, September 30, 2008 2007 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 474,211 $ 458,384 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 245,132 270,381 Minority interests in income of real estate joint ventures - 123,491 Changes in assets and liabilities Increase in other assets (7,275) (26,123) Increase in property management fee payable 111 202 Decrease in customer deposits and other liabilities (42,980) (60,301) --------- --------- Net cash provided by operating activities 669,199 766,034 CASH FLOWS FROM INVESTING ACTIVITIES - Additions to property (5,788) - --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES - Distributions to partners (606,060) (606,060) Distributions paid to minority interests in real estate joint ventures - (123,491) Payment on capital lease obligations (27,717) (27,542) --------- --------- Net cash used in financing activities (633,777) (757,093) --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 29,634 8,941 CASH AND CASH EQUIVALENTS: At beginning of period 470,456 475,705 --------- --------- At end of period $ 500,090 $ 484,646 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INORMATION - Cash paid for interest $ 2,701 $ 3,208 ========= ========= NONCASH FINANCING ACTIVITIES - Distributions due partners included in partners' equity $ 202,020 $ 202,020 ========= ========= See accompanying notes to financial statements (unaudited). DSI REALTY INCOME FUND XI (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL DSI Realty Income Fund XI (the "Partnership"), a limited partnership, has three general partners (DSI Properties, Inc., Robert J. Conway and Joseph W. Conway) and limited partners owning 20,000 limited partnership units. The Partnership was formed under the California Uniform Limited Partnership Act for the primary purpose of acquiring and operating real estate. The Partnership has entered into four joint venture arrangements with affiliates of Dahn Corporation ("Dahn"). The Partnership and its joint venture partners have acquired four mini-storage properties located in Whittier, California; Edgewater, New Jersey; Bloomingdale, Illinois; and Sterling Heights, Michigan. The properties were acquired from Dahn. Pursuant to the terms of each joint venture agreement, annual profits (before depreciation) of each joint venture will be allocated to the Joint Venture Partners on the basis of actual distributions received, while annual losses (before depreciation) are to be allocated in proportion to the ownership percentages as specified below. Cash distributions are to be made to each Joint Venture Partner based upon each Joint Venture Partner's ownership percentage. However, the Joint Venture Partners have subordinated their rights to any distributions to the Partnership's receipt of an annual, noncumulative, 8% return (7.75% for the Whittier Mini) from the operation of the joint ventures. Requirements under the subordination agreement were met during 2007, 2006, 2005 and 2004, but had not been met as of September 30, 2008. A minority interest in real estate joint venture is recorded to the extent of any distributions due to the Joint Venture Partners. The Joint Venture Partners are also entitled to receive a percentage, based upon a pre- determined formula, of the net proceeds from the sale of the properties. The accompanying interim financial statements have been prepared by the Company's management in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regu- lations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements reflect all adjustments of a normal and recurring nature which are considered necessary for a fair presentation of the results for the interim periods presented. However, the results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2007. 2. PROPERTY The Partnership holds a 90% interest in a joint venture that owns a mini- storage facility in Whittier, California; an 85% interest in an operating mini-storage in Edgewater Park, New Jersey; a 90% interest in an operating mini-storage facility in Bloomingdale, Illinois; and a 75% interest in an operating mini-storage in Sterling Heights, Michigan. The total property cost and accumulated depreciation are as follows: September 30, December 31, 2008 2007 Land $ 1,894,250 $ 1,894,250 Buildings and improvements 6,662,111 6,656,324 Rental trucks under capital leases 163,382 163,382 ------------ ------------ Total 8,719,743 8,713,956 Less: Accumulated Depreciation ( 6,084,784) (5,839,652) ------------ ------------ Property - Net $ 2,632,959 $ 2,874,304 ============ ============ 3. NET INCOME PER LIMITED PARTNERSHIP UNIT Net income per limited partnership unit is calculated by dividing the net income allocated to the limited partners by the number of limited partnership units outstanding during the period. 4. ALLOCATION OF PROFITS AND LOSSES AND GENERAL PARTNERS' INCENTIVE MANAGEMENT FEE Under the Agreement of limited Partnership, the general partners are to be allocated 1% of the net profits or losses from operations, and the limited partners are to be allocated the balance of the net profits or losses from operations in proportion to their limited partnership interests. The General Partners are also entitled to receive a percentage, based on a predetermined formula, of any cash distribution from the sale, other disposition or refinancing of the project. In addition, the General Partners are entitled to receive an incentive management fee for supervising the operations of the Partnership. The fee is to be paid in an amount equal to 9% per annum of the cash available for distribution on a cumulative basis, calculated as cash generated from operations less capital expenditures. 5. RELATED-PARTY TRANSACTIONS The Partnership has entered into a management agreement with Dahn to operate its mini-storage facilities. The management agreement provides for a management fee equal to 6% of gross revenue from operations, which is defined as the entire amount of all receipts from the renting or leasing of storage compartments and sale of locks. The management agreement is renewable annually. Dahn earned management fees equal to $35,434 and $35,689 for the three month periods ended September 30, 2008 and 2007, respectively, $104,861 and $106,534 for the nine month periods ended September 30, 2008 and 2007, respectively. Amounts payable to Dahn at September 30, 2008 and December 31, 2007, were $11,177 and $11,066, respectively. In 2004, the Partnership entered into truck lease agreements with KMD Trucks, LLC ("KMD"). The president of Dahn, Brian Dahn, is also a member of KMD. Trucks are leased under 48-month leases with total monthly payments in the amount of $3,750. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. We are pleased to enclose the Partnership's unaudited financial statements for the period ended September 30, 2008. The following is Management's discussion and analysis of the Partnership's financial condition and results of its operations. For the three-month periods ended September 30, 2008 and 2007, total revenues decreased 1.1% from $594,900 to $588,677 and total expenses decreased 3.5% from $395,699 to $382,002 and minority interest in income of real estate joint ventures decreased from $123,491 to $0. As a result, net income increased 173% from $75,710 for the three-month period ended September 30, 2007, to $206,675 for the same period in 2008. Minority interest in income of real estate joint ventures decreased as requirements for participation had not been met as of September 30, 2008. Total revenue remained constant. Occupancy levels for the Partnership's four mini-storage facilities averaged 81.4% for the three-month period ended September 30, 2008 as compared to 81.0% for the same period in 2007. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. Operating expenses decreased approximately $22,000 or 6.0% primarily as a result of decreases in legal, maintenance and repair and depreciation expenses. General and administrative expenses increased approximately $8,300 or 26.8% primarily as a result of increases in legal and professional and equipment and computer lease expenses. For the nine-month periods ended September 30, 2008, and 2007, total revenues decreased 1.4% from $1,775,820 to $1,750,985 and total expenses increased 6.9% from $1,193,945 to $1,276,774 and minority interest of real estate joint ventures decreased from $123,491 to $0. As a result, net income increased 3.5% from $458,384 for the nine-month period ended September 30, 2007, to $474,211 for the same period in 2008. Minority interest in income of real estate joint ventures decreased as requirements for participation had not been met as of September 30, 2008. Revenue decreased as a result of lower unit rental rates. Occupancy levels for the Partnership's four mini-storage facilities averaged 80.9% for the nine-month period ended September 30, 2008 as compared to 80.7% for the same period in 2007. Operating expenses increased approximately $74,900 or 7.4% primarily as a result of increases in advertising, maintenance and repair, real estate tax, salaries and wages and workers compensation expenses, partially offset by a decrease in office supplies and depreciation expenses. General and administrative expenses increased approximately $7,900 or 4.5% pri- marily as a result of increases in legal and professional and equipment and computer lease expenses, partially offset by lower state tax payments. The General Partners plan to continue their policy of funding the continuing improvement and maintenance of Partnership properties with cash generated from operations. The Partnership's financial resources appear to be adequate to meet its needs. Item 3. Quantitative and Qualitative Disclosures About Market Risk NONE Item 4T. CONTROLS AND PROCEDURES Evaluation of Effectiveness of Disclosure Controls and Procedures The Partnership evaluated the effectiveness of its disclosure controls and procedures. This evaluation was performed by the Partnership's Controller with the assistance of the Partnership's President and the Chief Executive Officer. These disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Partnership in its periodic reports filed with the Securities and Exchange Commission (the Commission) is recorded, processed, summarized and reported, within the time periods specified by the Commission's rules and forms, and that the informa- tion is communicated to the certifying officers on a timely basis. Based on this evaluation, the Partnership concluded that its disclosure controls and procedures were effective. There have been no significant changes in the Partnership's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation. Changes in Internal Control Over Financial Reporting There have not been any changes in the Partnership's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings Registrant is not a party to any material pending legal proceedings. Item 1A. Risk Factors Please refer to the risk factors disclosed by the partnership in response to Item 1A, part I of the Form 10-KSB filed on April 15, 2008. There has been no material change to the risk factors disclosed therein. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds NONE Item 3. Defaults Upon Senior Securities NONE Item 4. Submission of Matters to a Vote of Security Holders NONE Item 5. Other Information NONE Item 6. Exhibits 	(a) Exhibits 	31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer 32.1 Section 1350 Certification by Chief Executive Officer 32.2 Section 1350 Certification by Principal Financial Officer 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. 	DSI REALTY INCOME FUND XI, 	a California Limited Partnership 	by: DSI Properties, Inc., a 	California corporation, 	as General Partner 	 /s/ ROBERT J. CONWAY 	By_____________________________ 	Dated: November 14, 2008 	ROBERT J. CONWAY, President, 	Chief Executive Officer, Chief 	Financial Officer, and Director 	 /s/ JOSEPH W. CONWAY 	By_____________________________ Dated: November 14, 2008 JOSEPH W. CONWAY, Executive 	Vice President and Director EXHIBIT 31.1 RULE 13A-14(A)/15D-14(A) CERTIFICATION BY CHIEF EXECUTIVE OFFICER I, Robert J. Conway, certify that: 1. I have reviewed this quarterly report of DSI Realty Income Fund XI; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effective- ness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2008 /s/ ROBERT J. CONWAY 	By_____________________________ 	ROBERT J. CONWAY, President, 	Chief Executive Officer, Chief 	Financial Officer, and Director EXHIBIT 31.2 RULE 13A-14(A)/15D-14(A) CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER I, Richard P. Conway, certify that: 1. I have reviewed this quarterly report of DSI Realty Income Fund XI; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effective- ness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2008 /s/ RICHARD P. CONWAY 	By_____________________________ 	RICHARD P. CONWAY, SR. VICE PRESIDENT 	(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of DSI Realty Income Fund XI (the "Partnership") on Form 10-Q for the period ending September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert J. Conway, Chief Executive Officer of the Corporate General Partner, certify,pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. /s/ ROBERT J. CONWAY 	 By_____________________________ 	 ROBERT J. CONWAY, Chief Executive Officer November 14, 2008 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of DSI Realty Income Fund XI (the "Partnership") on Form 10-Q for the period ending September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard P. Conway, Senior Vice President of the Corporate General Partner, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. /s/ RICHARD P. CONWAY 	 By_____________________________ Richard P. Conway Senior Vice President 				 (Principal Financial and Accounting Officer) Novembery 14, 2008