(4)(a)(1)  Amended and Restated Certificate and Agreement of Limited Partnership
           (included as Exhibit A to the Prospectus of the Partnership (the
         "Prospectus") dated March 22, 1984, contained in Amendment No. 2 to the
         Partnership's Registration Statement No. 2-86262, declared effective on
           March 22, 1984 and incorporated herein by reference).

(4)(a)(2)  Seventeenth   Amendment  to  Amended  and  Restated  Certificate  and
           Agreement of Limited  Partnership  dated May 31, 1990 (included as an
           exhibit  to the  Partnership's  Form 10-K for the  fiscal  year ended
           December 31, 1990 and incorporated herein by reference).

(4)(b)     Subscription Agreement and Signature Page (included as Exhibit B to
           Amendment No. 2 declared effective March 22, 1984, and incorporated
           herein by reference).

(28)       Portions  of  the  Partnership's  Prospectus  dated  March  22,  1984
           (included as an exhibit to the Partnership's Form 10-K for the fiscal
           year ended December 31, 1987 and incorporated herein by reference).