2.   Transactions with the General Partner and Affiliates

     In accordance with the Partnership Agreement, the
Partnership may be charged by the general partner and affiliates
for services provided to the Partnership.  From March 1988 to
December 1992 such amounts were assigned pursuant to a services
agreement by the general partner and affiliates to Metric Realty
Services, L.P., which performed partnership management and other
services for the Partnership.  On January 1, 1993, Metric
Management, Inc., a company which is not affiliated with the
general partner, commenced providing certain property and
portfolio management services to the Partnership under a new
services agreement.  As provided in the new services agreement
effective January 1, 1993, no reimbursements were made to the
general partner in 1993.  Subsequent to December 31, 1992,
reimbursements were made to Metric Management, Inc.  On December
16, 1993, the services agreement with Metric Management, Inc. was
modified and, as a result thereof, the Partnership's general
partner assumed responsibility for cash management of the
Partnership as of December 23, 1993 and assumed responsibility
for day-to-day management of the Partnership's affairs, including
portfolio management, accounting and investor relations services
as of April 1, 1994.  Related party expenses are as follows:

                                        1993             1992         1991

Property management fees..........      $  -         $  925,000  $   924,000
Reimbursement of operational expenses:
     Accounting...................      $  -         $  234,000      245,000
     Investor services............         -             32,000       40,000
     Professional services........         -             58,000       35,000

Total.............................      $            $1,249,000   $1,244,000 
 

     In accordance with the Partnership Agreement, the general
partner received a Partnership management incentive allocation
equal to ten percent of net and taxable income (losses) and cash
distributions.  The general partner was also allocated its two
percent continuing interest in the Partnership's net and taxable
income (losses) and cash distributions after the above allocation
of the Partnership management incentive.