1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q
                                   ---------

(Mark One)
  
      [x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.

                  For the quarterly period ended June 30, 1997

                                      OR

      [ ]   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 33-11064

                              EREIM LP Associates
                   -----------------------------------------
      (Exact name of registrant as specified in its governing instrument)
 
        New York                                         58-1739527
- -------------------------------------------------------------------------------
(State of Organization)                     (I.R.S. Employer Identification No.)

787 Seventh Avenue, New York, New York                     10019
- -------------------------------------------------------------------------------
(Address of principal executive office)                 (Zip Code)

(Registrant's telephone number, including area code)       (212) 554-1926
                                                    ---------------------------


        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
                                             -----     -----

   2




                              EREIM LP ASSOCIATES

                                   CONTENTS

PART  I - FINANCIAL INFORMATION

        Item 1 - Financial statements:

                Balance sheets at June 30, 1997 and December 31, 1996
                Statements of income for the three and six months ended
                        June 30, 1997 and 1996
                Statement of partners' capital for the six months ended
                        June 30, 1997
                Statements of cash flows for the six months ended June 30, 1997
                        and 1996
                Notes to financial statements

        Item 2 - Management's Discussion and Analysis of Financial Condition
                        and Results of Operations

PART II - OTHER INFORMATION

        Items 1 through 6
        Signatures

   3


                              EREIM LP ASSOCIATES
                                BALANCE SHEETS
                      JUNE 30, 1997 AND DECEMBER 31, 1996
                                  (unaudited)


                                                                                 June 30,      December 31,
                                                                                   1997            1996
                                                                               -----------    ------------- 
ASSETS
                                                                                                
Cash                                                                           $    10,000    $    10,000
Guaranty fee receivable from affiliate (Note 1)                                    179,220        182,980
Investment in joint venture, at equity (Note 2)                                 33,938,584     32,894,839
                                                                               -----------    -----------
TOTAL ASSETS                                                                   $34,127,804    $33,087,819
                                                                               ===========    ===========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

LIABILITIES:

Deferred guaranty fee (Note 1)                                                 $ 1,372,329    $ 1,497,086
Due to affiliates                                                                   27,213         22,712
Accrued liabilities                                                                 14,783          5,260
                                                                               -----------    -----------
TOTAL LIABILITIES                                                                1,414,325      1,525,058
                                                                               -----------    -----------
PARTNERS' CAPITAL:

General partners:
  Equitable                                                                     33,567,521     32,548,098
  EREIM LP Corp.                                                                  (854,042)      (985,337)
                                                                               -----------    -----------
TOTAL PARTNERS' CAPITAL                                                         32,713,479     31,562,761
                                                                               -----------    -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                        $34,127,804    $33,087,819
                                                                               ===========    ===========



                      See notes to financial statements.
   
                                   -3-

   4


                              EREIM LP ASSOCIATES
                             STATEMENTS OF INCOME
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)



                                                                          For the three months               For the six months
                                                                          --------------------               ------------------
                                                                              Ended June 30,                    Ended June 30,
                                                                              --------------                    --------------
                                                                          1997            1996             1997            1996
                                                                          ----            ----             ----            ----
REVENUE:
                                                                                                             
Equity in net income of joint venture (Note 2)                           $473,500        $476,971        $1,043,745      $940,702
Guaranty fee from affiliate (Notes 1)                                     152,253         153,187           303,978       306,685
                                                                         --------        --------        ----------     ---------

TOTAL REVENUE                                                             625,753         630,158         1,347,723     1,247,387
                                                                         --------        --------        ----------     ---------




EXPENSES:

Advisory  fees                                                                  -          31,416                 -       62,570
General and administrative                                                  7,013           7,262            14,025       16,154
                                                                         --------        --------        ----------   ----------

TOTAL EXPENSES                                                              7,013          38,678            14,025       78,724
                                                                         --------        --------        ----------   ----------

NET INCOME                                                               $618,740        $591,480        $1,333,698   $1,168,663
                                                                         ========        ========        ==========   ==========








                      See notes to financial statements.

                                      -4-
   5


                              EREIM LP ASSOCIATES
                        STATEMENT OF PARTNERS' CAPITAL
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (unaudited)



                                                                                  EREIM
                                                                 Equitable       LP Corp.          Total
                                                                 ---------       --------          -----

                                                                                      
Balance, December 31, 1996                                     $ 32,548,098    $  (985,337)    $ 31,562,761

Capital contributions                                                     -              -                -

Distributions to partners                                                 -       (182,980)        (182,980)

Net income                                                        1,019,423        314,275        1,333,698
                                                               ------------    -----------     ------------

Balance, June 30, 1997                                        $  33,567,521    $  (854,042)    $ 32,713,479
                                                              =============    ===========     ============




                      See notes to financial statements.

                                      -5-
   6


                              EREIM LP ASSOCIATES
                           STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)



                                                                          June 30,         June 30,
                                                                           1997              1996
                                                                        -----------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                  
Net income                                                              $ 1,333,698     $  1,168,663
                                                                        -----------     ------------
Adjustments to reconcile net income to
  net cash provided by operating activities:

        Equity in net income of joint venture                            (1,043,745)        (940,702)
        Distributions from joint venture                                       -             300,000
        Decrease in guaranty fee receivable from
          affiliate                                                           3,760            3,628
        Decrease in deferred guaranty fee                                  (124,757)        (124,758)
        Increase (decrease) in due to affiliates                              4,501          (10,637)
        Increase in accrued liabilities                                       9,523           17,759
                                                                        -----------     ------------
Total adjustments                                                        (1,150,718)        (754,710)
                                                                        -----------     ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                   182,980          413,953
                                                                        -----------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Contributions from general partners                                             -             71,603
Distributions to general partners                                          (182,980)        (485,556)
                                                                        -----------     ------------
NET CASH USED IN FINANCING ACTIVITIES                                      (182,980)        (413,953)
                                                                        -----------     ------------
NET CHANGE IN CASH                                                              -                -

CASH AT BEGINNING OF PERIOD                                                  10,000           10,000
                                                                        -----------     ------------
CASH AT END OF PERIOD                                                   $    10,000     $     10,000
                                                                        ===========     ============





                      See notes to financial statements.

                                      -6-
   7


                              EREIM LP ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (unaudited)

The financial statements of the Partnership included herein have been prepared
by the Partnership pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, the accompanying unaudited
financial statements reflect all adjustments, which are of a normal recurring
nature, to present fairly the Partnership's financial position, results of
operations and cash flows at the dates and for the periods presented. These
financial statements should be read in conjunction with the Partnership's
audited financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1996, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report. Interim
results of operations are not necessarily indicative of results to be expected
for the fiscal year.

1.      GUARANTY AGREEMENT

The Partnership has entered into a guaranty agreement with EML Associates (the
"Venture"), a joint venture in which the Partnership holds a 20% interest and
invests in income-producing real properties and a fixed-rate mortgage loan, to
provide a minimum return to ML/EQ Real Estate Portfolio, L.P.'s ("ML/EQ")
limited partners on their capital contributions. Payments on the guaranty are
due 90 days following the earlier of the sale or other disposition of all the
properties and mortgage loans and notes or the liquidation of ML/EQ. The
minimum return will be an amount which, when added to the cumulative
distributions from ML/EQ to its limited partners, will enable ML/EQ to provide
its limited partners with a minimum return equal to their capital contributions
plus a simple annual return of 9.75% on their adjusted capital contributions
calculated from the dates of ML/EQ's investor closings at which investors
acquired their Beneficial Assignee Certificates ("BAC's"). Adjusted capital
contributions are the limited partners' original cash contributions reduced by
distributions of sale or financing proceeds and by distributions of certain
funds in reserves, as more particularly described in ML/EQ's Partnership
Agreement. The limited partners' original cash contributions have been adjusted
by that portion of distributions paid through June 30, 1997, resulting from
cash available to ML/EQ as a result of sale or financing proceeds paid to the
Venture.

The minimum return is subject to reduction in the event that certain taxes,
other than local property taxes, are imposed on ML/EQ or the Venture, and is
also subject to certain other limitations. Based upon the assumption that the
last property is sold on December 31, 2002, upon expiration of the term of
ML/EQ, the maximum liability of the Partnership to the Venture under the
guaranty agreement as of June 30, 1997 is limited to $243,587,944, plus the
value of the Partnership's interest in the Venture less any amounts contributed
by the Partnership to fund cash deficits. The Venture has assigned its rights
under the guaranty agreement to ML/EQ. ML/EQ will have recourse under the
guaranty agreement only to the Partnership and EREIM LP Corp. as a general
partner of the Partnership but not to The Equitable Life Assurance Society of
the United States ("Equitable"). Equitable has entered into a Keep Well
Agreement with EREIM LP Corp. to permit EREIM LP Corp. to pay its obligations
with respect to the guaranty agreement as they become due; provided, however,
that the maximum liability of Equitable under the Keep Well Agreement is an
amount equal to the lesser of (i) two percent of the total admitted assets of
Equitable (as determined in accordance with New York Insurance Law) or (ii)
$271,211,250. The Keep Well Agreement provides that only EREIM LP Corp. and its
successors will have the right to enforce Equitable's obligations to make
capital contributions to EREIM LP Corp. to pay its obligation with respect to
the guaranty agreement.

Capital contributions by the BAC Holders totaled $108,484,500. As of June 30,
1997, the cumulative 9.75% simple annual return was $97,023,653. As of June 30,
1997, cumulative distributions by ML/EQ to the BAC Holders totaled $17,151,385,
of which $11,662,084 is attributable to income from operations and $5,489,301
is attributable to sales of Venture assets, principal payments on mortgage
loans, and other capital events. To the extent that future cash distributions
to the limited partners of ML/EQ are insufficient to meet the specified minimum
return, any shortfall will be funded by the guaranty, up to the above described
maximum.

                                      -7-
   8


                              EREIM LP ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (unaudited)



2.      INVESTMENT IN JOINT VENTURE

In March 1988, ML/EQ had its initial investor closing. ML/EQ contributed
$90,807,268 to the Venture. The Partnership contributed zero coupon mortgage
notes to the Venture in the amount of $22,701,817. The Venture purchased an
additional $5,675,453 of zero coupon mortgage notes from Equitable.

In May 1988, ML/EQ had its second and final investor closing. ML/EQ contributed
$14,965,119 to the Venture. The Partnership contributed zero coupon mortgage
notes to the Venture in the amount of $3,741,280, including accrued interest.
The Venture purchased an additional $935,320 of zero coupon mortgage notes from
Equitable to bring the total amount of zero coupon mortgage notes owned by the
Venture to $33,053,870, including accrued interest as of the dates of
acquisition. One of the zero notes was accounted for as a deed in lieu of
foreclosure by the Venture on July 22, 1994. The remaining note was due on June
30, 1995. The borrower defaulted on its obligation to repay the loan, and the
collateral, Brookdale Center, was transferred to Equitable and the Venture on
December 16, 1996 as tenants in common, pursuant to a Chapter 11 bankruptcy
plan of reorganization filed with the Bankruptcy Court by the borrower.

                                      -8-
   9

                              EREIM LP ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (unaudited)

2.      INVESTMENT IN JOINT VENTURE (Continued)
        ---------------------------------------

The financial position and results of operations of the Venture are summarized
as follows:

                         SUMMARY OF FINANCIAL POSITION
                      JUNE 30, 1997 AND DECEMBER 31, 1996
                                  (unaudited)


                                                                       June 30        December 31
                                                                       -------        -----------
                                                                                 
        Assets:
                Rental properties                                    $145,810,211     $145,197,804
                Accumulated depreciation                              (17,891,057)     (15,886,436)
                                                                     ------------    -------------
                    Net rental properties                             127,919,154      129,311,368

                Mortgage loan  receivable                               6,000,000        6,000,000
                Cash and cash equivalents                              29,142,872       25,329,713
                Accounts receivable and accrued investment income       4,069,912        3,532,898
                Deferred rent concessions                               2,227,863        2,178,371
                Deferred leasing costs                                    977,196        1,167,420
                Prepaid expenses and other assets                         413,560          683,920
                Interest receivable                                       135,982          111,134
                                                                     ------------    -------------
        Total assets                                                 $170,886,539    $ 168,314,824
                                                                     ============    =============
        Liabilities and equity:
                Accounts payable and accrued real estate expenses      $1,742,801    $   2,194,256
                Accrued capital expenditures                              122,925        1,120,796
                Security deposits and unearned rent                       827,895          525,578
                Joint venturers' equity                               168,192,918      164,474,194
                                                                     ------------    -------------
        Total liabilities and equity                                 $170,886,539    $ 168,314,824
                                                                     ============    =============


        Partnership's share of joint venture equity                  $ 33,938,584    $  32,894,839
                                                                     ============    =============


                                      -9-
   10


                              EREIM LP ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (unaudited)


2.  INVESTMENT IN JOINT VENTURE (Continued)

                        SUMMARY STATEMENT OF OPERATIONS
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)



                                                                    1997            1996
                                                                    ----            ----
                                                                        
        Revenue:
                Rental income                                $   12,847,174  $    9,582,681
                Lease termination income                            132,840          62,171
                Interest on loans receivable                        307,500       1,722,798
                                                             --------------  --------------
        Total revenue                                            13,287,514      11,367,650
                                                             --------------  --------------


        Operating expenses:
                Real estate operating expenses                    4,692,360       1,907,706
                Depreciation and amortization                     2,140,880       3,945,780
                Real estate taxes                                 1,654,968       1,083,114
                Property management fees                            286,413         231,142
                                                             --------------  --------------
        Total operating expenses                                  8,774,621       7,167,742
                                                             --------------  --------------
        Income from property operations                           4,512,893       4,199,908
                                                             --------------  --------------
        Other income:
                Interest and other nonoperating income              705,833         503,600
                                                             --------------  --------------
        Total other income                                          705,833         503,600
                                                             --------------  --------------

        Net income                                           $    5,218,726  $    4,703,508
                                                             ==============  ==============
        Partnership's share of equity in net income of
                joint venture                                $    1,043,745  $      940,702
                                                             ==============  ==============


                                     -10-


   11

                              EREIM LP ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (unaudited)

3.     SUBSEQUENT EVENTS

Legal Proceedings - The Partnership is a defendant in Scher v. ML/EQ Real Estate
Portfolio, L.P., et al., an action brought in the Court of Chancery of the
State of Delaware. The complaint was served on ML/EQ on July 14, 1997. In
addition to the Partnership, the complaint names as defendants EREIM Managers 
Corp., Equitable, Equitable Real Estate Investment Management, Inc., EREIM 
L.P. Corp. and ML/EQ.

The Plaintiff purports to sue on behalf of a class of all limited partners of
ML/EQ who purportedly have been or will be adversely affected by the conduct of
the defendants. The complaint alleges that the defendants have caused the
Venture to accumulate excessive cash rather than distribute it to the limited
partners, and that defendants' motive in so doing was (i) to manipulate ML/EQ's
cash flow so as to limit certain defendants' exposure under the guarantee
agreement and (ii) to secure for certain defendants additional fees. The
complaint also alleges that defendants have utilized the Venture to provide
liquidity for illiquid assets and to acquire and continue to hold
underperforming properties. The complaint purports to state claims for breach of
fiduciary duties, breach of contract, and aiding and abetting breach of
fiduciary duties. The complaint requests, among other things, money damages in
an unspecified amount and orders that defendants distribute to the purported
class the cash which defendants have allegedly wrongfully failed to distribute
and disgorge all earnings, profits, interests and other benefits which they have
realized on account of their allegedly wrongful conduct. The Partnership has not
yet responded to the complaint but will do so in the time permitted to respond.
The Partnership intends to defend vigorously against these claims. Although the
outcome of any litigation cannot be predicted with certainty, particularly in
the early stages of an action, the Partnership's management believes that the
ultimate resolution of the litigation should not have a material adverse effect
on the financial condition of the Partnership. Due to the early stage of such
litigation, the Partnership's management cannot make an estimate of loss, if
any, or predict whether or not such litigation will have a material adverse
effect on the Partnership's results of operations in any particular period.

Brookdale Center - In early July, the Venture and Equitable received an offer
to purchase Brookdale Center and subsequently signed a nonbinding letter of
intent. To the extent that the potential purchaser has not signed a binding
contract within a reasonable period, the Venture and Equitable expect to
initiate a marketing program for this property.



                                     -11-
                                                 
   12




                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following analysis of the results of operations and financial
condition of the Partnership should be read in conjunction with the financial
statements and the related notes to financial statements included elsewhere
herein.

Liquidity and Capital Resources

        As of June 30, 1997, the Partnership had cash of $10,000. The cash is
expected to be used for general working capital purposes. The Partnership may
establish additional working capital reserves as the General Partners from time
to time determine are appropriate. In addition, at June 30, 1997, the Venture,
in which the Partnership owns a 20% interest, had approximately $29.1 million
in cash and cash equivalents. This money was retained for the specific purpose
of funding ongoing capital improvement programs for The Bank of Delaware
Building, Richland Mall and Northland Mall, and to potentially fund a major
capital improvement program for Brookdale Center. As a result of the decisions
made regarding Brookdale Center discussed in detail below, Management has
decided to distribute a major portion of the monies previously held. The 
Venture will maintain approximately $10 million for future capital needs and 
as otherwise required.

       Management continues to evaluate appropriate strategies for the 
ownership of each of the assets in the portfolio in order to achieve maximum
value. In this regard, we take into account improving capital markets and
investment markets for most types of real estate; local market conditions;
future capital needs, including potential lease exposure for specific
properties; and other issues that impact property performance. Among other
things, this analysis will provide the basis for hold/sell recommendations for
the properties.

        On December 16, 1996, Brookdale Center was transferred to the Venture
and Equitable, as tenants in common (collectively, the "Owners"), following
default by the borrower on the mortgage note securing the property. The
Owners considered various alternative strategies for Brookdale Center and
ultimately determined that the best course of action was to sell the property.
In early July, the Owners received an offer to purchase Brookdale
Center and subsequently signed a nonbinding letter of intent. To the extent
that the potential purchaser has not signed a binding contract within a
reasonable period, the Owners expect to initiate a marketing program for this 
property.

        Management has established an enhancement, stabilization, and
renovation program for The Bank of Delaware Building which was transferred to
the Venture by deed in lieu of foreclosure on November 15, 1994. Estimated
costs for this program total $4.4 million, of which $1.6 million was incurred
in 1995, $1.2 million was incurred in 1996, and the balance is expected to be
expended through 1999. As of June 30, 1997, approximately $2.9 million of these
costs had been expended.

        Included in the estimated $4.4 million of renovation expenditures is
approximately $2.3 million for asbestos abatement, of which approximately $1.8
million has been expended. Also included in the $4.4 million is $400,000 for
sprinkler installation, $400,000 for exterior deferred maintenance and $600,000
for interior and exterior common area cosmetic upgrades. Management expects
these upgrades to give the building a fresher, more inviting look. Additional
costs not included in the above figures are estimated tenant improvements of
$3.0 million. The tenant improvement costs are directly associated with actual
leasing and will only be expended as leasing transactions occur in the
building. As of June 30, 1997, approximately $287,000 has been expended for
tenant improvements. The remaining tenant improvement costs of approximately 
$2.7 million are expected to be expended over the next few years to lease the 
currently vacant space.

        The Venture anticipates to incur costs of approximately $3.8 million to
increase tenancy at Richland Mall, including $2.1 million for tenant
improvements in connection with leasing approximately 55,000 square feet of
space to Redner's Market. Management has executed a lease with Redner's Market
that will expand the current 26,000 square foot vacant grocery to approximately 
55,000 square feet in order to accommodate the tenant's requirements.  The
Redner's Market lease is for an initial 20-year term with renewal options
thereafter. The balance of approximately $1.6 million is to be expended in
connection with the relocation of tenants in order to accommodate Redner's as
well as other work required in connection with the project. Additional funds
may be expended in connection with any future leasing at the property. As of
June 30, 1997, approximately $504,000 of these costs have been incurred.

                                     -12-

   13
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(continued)


        Reference is made to Note 1 in the Notes to Financial Statements for
information regarding the Guaranty Agreement issued by the Partnership to the
Venture and assigned to ML/EQ, and the related Keep Well Agreement between
EREIM LP Corp. and Equitable.

Financial Condition

        The Partnership's financial statements reflect its proportional
ownership interest in, and its share of the results of operations of, the
Venture, through which the Partnership conducts its business of investment in
real property and first mortgages.

        The increase in investment in joint venture to $33.9 million at June
30, 1997 as compared to $32.9 million at December 31, 1996 resulted from the
excess of equity in net income of the Venture over actual cash distributions
from the Venture. The increase in Equitable's capital account at June 30, 1997
as compared to December 31, 1996 is attributable to the share of net income of
the Partnership in excess of cash distributions by the Partnership to
Equitable.

 Results of Operations

        Equity in net income of the Venture for the six months ended June 30,
1997 increased approximately $103,000 to $1.0 million from $941,000 for the six
months ended June 30, 1996. The increase is primarily due to increased net
income from several properties and interest income from interest bearing money
market accounts and short term investments.

        The Partnership did not incur any advisory fees for the three and six
months ended June 30, 1997 compared to approximately $31,000 and $63,000 for
the three and six months ended June 30, 1996. No advisory fees were incurred
due to a change in the allocation of fees to the Partnership from Equitable.

Certain Forward-Looking Information

        Certain of the statements contained in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements include, without limitation,
statements regarding the sale of Brookdale Center and future capital 
expenditures relating to renovation and development activities.  These 
forward-looking statements are included in this Quarterly Report on Form 10-Q
based on the intent, belief or current expectations of the Partnership. 
However, such forward-looking statements are not guarantees of future 
performance and involve risks and uncertainties, and actual results may differ
materially form those projected in the forward-looking statements as a result 
of various factors. Although the Partnership believes that the expectations 
reflected in such forward-looking statements are based upon reasonable 
assumptions, it can give no assurance that its expectations will be achieved. 
Factors that could cause actual results to differ materially from the 
Partnership's current expectations include general local market conditions, the 
investment climate for particular property types, individual property issues, 
construction delays due to unavailability of materials, weather conditions or 
other causes, leasing activities, and the other risks detailed from time to 
time in the Partnership's SEC reports, including the report on Form 10-K for 
the year ended December 31, 1996.

                                     -13-







   14



                                   PART II

Item l. Legal Proceedings

        The Partnership is a defendant in Scher v. ML/EQ Real Estate Portfolio,
L.P., et al., an action brought in the Court of Chancery of the State of 
Delaware. The complaint was served on ML/EQ July 14, 1997. In addition to the 
Partnership, the complaint names as defendants EREIM Managers Corp., Equitable, 
Equitable Real Estate Investment Management, Inc., EREIM L.P. Corp. and ML/EQ.

        The Plaintiff purports to sue on behalf of a class of all limited
partners of ML/EQ who purportedly have been or will be adversely affected by the
conduct of the defendants. The complaint alleges that the defendants have caused
the Venture to accumulate excessive cash rather than distribute it to the
limited partners, and that defendants' motive in so doing was (i) to manipulate
ML/EQ's cash flow so as to limit certain defendants' exposure under the
guarantee agreement and (ii) to secure for certain defendants additional fees.
The complaint also alleges that defendants have utilized the Venture to provide
liquidity for illiquid assets and to acquire and continue to hold
underperforming properties. The complaint purports to state claims for breach of
fiduciary duties, breach of contract, and aiding and abetting breach of
fiduciary duties. The complaint requests, among other things, money damages in
an unspecified amount and orders that defendants distribute to the purported
class the cash which defendants have allegedly wrongfully failed to distribute
and disgorge all earnings, profits, interests and other benefits which they have
realized on account of their allegedly wrongful conduct. The Partnership has not
yet responded to the complaint but will do so in the time permitted to respond.
The Partnership intends to defend vigorously against these claims. Although the
outcome of any litigation cannot be predicted with certainty, particularly in
the early stages of an action, the Partnership's management believes that the
ultimate resolution of the litigation should not have a material adverse effect
on the financial condition of the Partnership. Due to the early stage of such
litigation, the Partnership's management cannot make an estimate of loss, if
any, or predict whether or not such litigation will have a material adverse
effect on the Partnership's results of operations in any particular period.

Item 2. Changes in Securities

        Response:  None

Item 3. Default Upon Senior Securities

        Response:  None

Item 4. Submission of Matters to a Vote of Security Holders

        Response:  None

Item 5. Other Information

        Response: None

Item 6. Exhibits and Reports on Form 8-K

        Response:

        a)  Exhibits

                27     Financial Data Schedule (for SEC filing purposes only)

        b)  Reports

                None

                                     -14-
   15

        Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                EREIM LP Associates

                                By: EREIM LP Corp.
                                    General Partner

                                By: Harry D. Pierandri
                                   -----------------------------
                                    Harry D. Pierandri
                                    President 

Dated:  August 14, 1997


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   16




                                 EXHIBIT INDEX


Exhibit No.                             Description
- -----------               ---------------------------------------------------
    27                    Financial Data Schedule (for SEC filing purposes only)

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