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 and affiliates after December 31, 1992. 
Subsequent to December 31, 1992, reimbursements were made to
Metric Management, Inc.  On December 16, 1993, the service
agreement with Metric Management, Inc. was modified and, as a
result thereof, the Partnership's general partner will assume
responsibility for cash management of the Partnership as of
December 23, 1993 and for investor relations services as of April
1, 1994.  Related party expenses for the years ended September
30, 1993, 1992 and 1991 are as follows:

                                    1993            1992           1991

Reimbursement of expenses:
     Partnership accounting.....   $44,000        $184,000       $229,000
     Professional services......    11,000          44,000         36,000
     Investor services..........     8,000          34,000         34,000  

Total...........................   $63,000        $262,000       $299,000

     In accordance with the Partnership Agreement, the general
partner received cash distributions as follows:  (1) a
Partnership management incentive equal to an allocation of ten
percent determined on a cumulative, noncompounded basis, of cash
available for distribution (as defined in the Partnership
Agreement) which is distributed to partners, and (2) a continuing
interest representing two percent of cash available for
distribution distributed to partners remaining after the
allocation of the Partnership management incentive.  Subsequent
to December 31, 1986, the Partnership management incentive is
subordinated to certain cash distributions to the unit holders. 
There were no cash distributions to the general partner for the
years ended September 30, 1993, 1992 and 1991.

     In accordance with the Partnership Agreement, the general
partner is entitled to receive an allocation of net loss and
taxable loss of two percent.