TWC TEN, LTD.
                             (A FLORIDA LIMITED PARTNERSHIP)

Financial Statements as of December 31, 1996 and for each of the
three years in the period ended December 31, 1996 and Independent
Auditor's Report



<PAGE>
                                     TWC TEN, LTD.
                             (A FLORIDA LIMITED PARTNERSHIP)

TABLE OF CONTENTS

                                                                       Page

INDEPENDENT AUDITORS' REPORT                                           1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 AND FOR EACH
    OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1996



Balance Sheets                                                         2

Statement of Operations                                                3

Statements of Partners' Capital (Deficit)                              4

Statements of Cash Flows                                               5

Notes to Financial Statements                                          6-10




<PAGE>
INDEPENDENT AUDITORS REPORT

To the Partners of
TWC Ten, Ltd.:

We have audited the accompanying balance sheets of TWC Ten, Ltd. (a
Florida Limited Partnership) as of December 31, 1996 and 1995 and
the related statements of operations, partners' capital (deficit),
and cash flows for each of the three years in the period ended
December 31, 1996.  These financial statements are the
responsibility of the management of the Partnership.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by the Partners, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of TWC Ten,
Ltd. at December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted
accounting principles.





February 14, 1997

<PAGE>
<TABLE>
                                          TWC TEN, LTD.
                                 (A Florida Limited Partnership)

                                         Balance Sheets
                                   December 31, 1996 and 1995

<CAPTION>

ASSETS                                                               1996               1995
<S>                                                            <C>               <C>
    Cash and cash equivalents                                  $    97,559       $        200
    Rent receivable, net of allowance for doubtful
      doubtful accounts of $13,505 in both 1996 and
      1995 respectively (Note 1)                                 1,172,726          1,249,157
    Deferred lease commissions, net of accumulated
      amortization of $1,783,713 in 1996 and
      $1,494,581 in 1995 (Note 1)                                  765,140            988,894
    Deferred loan costs, net of accumulated
      amortization of $564,305 in 1996 and
      $493,316 in 1995 (Note 1)                                     23,448             94,437
    Organization costs, net of accumulated amortization
      of $38,750 in 1996 and $27,514 in 1995 (Note 1)               17,431             28,667
    Prepaid expenses and other assest                              211,267             75,230
    Real estate and improvements, net (Notes 1 and 2)           19,355,580         19,786,585

                                                               $21,643,151        $22,223,170


LIABILITIES AND PARTNERS CAPITAL

LIABILITIES
    Mortgage note payable (Notes 1 and 3)                      $20,000,000        $20,000,000
    Accounts payable and accrued expenses                          503,643            496,375
    Accrued interest payable (Note 3)                                 -               197,114
    Due to bank                                                       -                48,304

        Total liabilities                                       20,503,543         20,741,793


COMMITMENTS AND RELATED PARTY
  TRANSACTIONS (Notes 4 and 5)

PARTNER'S CAPITAL (DEFICIT) (Note 1)
  Taylor Simpson Group                                         $ 4,990,070       $  5,331,939
  Existing Partners                                             (3,850,562)        (3,850,562)

        Total partners' capital                                  1,139,508          1,481,377

                                                               $21,643,151        $22,223,170









                         See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                                              TWC TEN, LTD.
                                     (A Florida Limited Partnership)

                                        STATEMENTS OF OPERATIONS

                              YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                                1996           1995            1994

<S>                                                          <C>            <C>             <C>
RENTAL REVENUES (Notes 1 and 4)                              $5,275,305     $4,343,102      $4,174,012

OPERATING EXPENSES:
   Depreciation and amortization (Notes 1 and 2)              1,610,226      1,509,063       1,389,200
   Building services                                            433,916        387,605         365,030
   Utilities                                                    403,245        376,239         361,862
   Repairs and maintenance                                       93,452         85,022          61,381
   Real estate taxes                                            647,745        652,100         424,816
   Management fees (Note 5)                                     164,558        127,966         125,730
   Administration and other                                     178,063        173,698         158,093

      Total operating expenses                                3,531,205      3,311,693       2,886,112

OPERATING INCOME                                              1,744,100      1,031,409       1,287,900

INTEREST EXPENSE, NET                                         1,688,643      1,677,016       1,694,223

NET INCOME (LOSS)                                            $   55,457     $ (645,607)     $ (406,323)
































                             See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                                      TWC TEN, LTD.
                                             (A Florida Limited Partnership)

                                        STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                                      YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<CAPTION>

                                  Taylor Simpson Group                                 Existing Partners
                                      Allocated                           Preferred    Allocated
                           Capital      (Loss)        Net       Capital     Capital      (Loss)        Net       Net

<S>                       <C>        <C>          <C>        <C>         <C>          <C>          <C>         <C>
Balance, January 1, 1994  $6,669,289 $  (430,633) $6,238,656 $16,971,626 $    -       $(20,822,188)$(3,850,562)$2,388,094

Capital contribution         621,428       -         621,428       -          -             -            -        621,428

Capital distribution        (431,436)      -        (431,436)      -          -             -            -       (431,436)

Net loss                       -        (406,323)   (406,323)      -          -             -            -       (406,323)

Balance, December 31, 1994 6,859,281    (836,956)  6,022,325  16,971,626      -        (20,822,188) (3,850,562) 2,171,763

Capital contribution         509,260       -         509,260       -          -             -            -        509,260

Capital distribution        (554,039)      -        (554,039)      -          -             -            -       (554,039)

Net loss                       -        (645,607)   (645,607)      -          -             -            -       (645,607)

Balance, December 31, 1995 6,814,502  (1,482,563)  5,331,939  16,971,626      -        (20,822,188) (3,850,562) 1,481,377

Capital contribution         282,746       -         282,746       -          -             -            -        282,746

Capital distribution        (680,072)      -        (680,072)      -          -             -            -       (680,072)

Net income                     -          55,457      55,457       -          -             -            -         55,457

Balance, December 31, 1996$6,417,176 $(1,427,106) $4,990,070 $16,971,626 $    -       $(20,822,188)$(3,850,562)$1,139,508




















                                     See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
                                              TWC TEN, LTD.
                                     (A Florida Limited Partnership)

                                        STATEMENTS OF CASH FLOWS

                              YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                                1996           1995            1994
<S>                                                          <C>            <C>             <C>
CASH FLOWS PROVIDED FROM OPERATING ACTIVITIES
   Net income (loss)                                         $   55,457     $ (645,607)     $ (406,323)
   Adjustments to reconcile net loss to net
      cash provided from operating activities:
        Depreciation and amortization                         1,610,226      1,509,063       1,389,200
        Provision for doubtful accounts                           -              -              11,679
        Cash provided from (used in) changes in:
          Rent receivable                                        76,431        189,420         226,457
          Deferred lease commissions                            (65,377)      (614,196)       (306,721)
          Prepaid expenses and other assets                    (136,037)        36,784         (17,077)
          Accounts payable and accrued expenses                   7,268        158,157        (218,343)
          Accrued interest payable                             (197,114)        55,448           -
          Due to bank                                           (48,304)        48,304           -

            Net cash provided from operating
              activities                                      1,302,550        737,373         678,872

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Expenditures for improvements                               (807,865)      (901,654)       (960,537)

            Net cash used in investing activities              (807,865)      (901,654)       (960,537)

CASH FLOWS PROVIDED FROM (USED IN) FINANCING
  ACTIVITIES:
      Capital distributions - Taylor Simpson Group             (680,072)      (554,039)       (431,436)
      Capital contributions - Taylor Simpson Group              282,746        509,260         621,428

            Net cash (used in) provided from
              financing activities                             (397,326)       (44,779)        189,992

            Net increase (decrease) in cash and
              cash equivalents                                   97,359       (209,060)        (91,673)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                        200        209,260         300,933

CASH AND CASH EQUIVALENTS, END OF YEAR                       $   97,559     $      200      $  209,260



SUPPLEMENTAL CASH FLOW INFORMATION:
   The partnership paid interest of approximately $1,700,000 in 1996, 1995 and 1994.






                             See accompanying notes to financial statements.                 table 1

</TABLE>
<PAGE>
TWC TEN, LTD.
(A Florida Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - TWC Ten, Ltd., a Florida limited partnership (the
"Partnership"), was formed December 30, 1983 to acquire
approximately 13 acres of land and to develop and construct an
eleven-story 259,513 square foot office building and structured
parking deck containing 765 parking spaces (the "Project") in Tampa,
Florida.

Bayport, Ltd., a partnership in which Dean Witter Realty Growth
Properties, L.P. is a substantial general partner, was the majority
general partner.  The remaining limited partnership interests were
held by owners and employees of the Wilson Company ("Wilson
Partners").

On July 19, 1993, the Partnership Agreement was amended and restated
(the "Amended and Restated Partnership Agreement").  The partners
under the Amended and Restated Partnership Agreement are the
original partners (the "Existing Partners") and the Taylor Simpson
Group ("TSG").  The partners in TSG are Westrock Realty Associates,
L.P., Ltd., as a limited partner and Bayrock Realty Associates,
L.P., Ltd., as a general partner.

The Amended and Restated Partnership Agreement requires certain
capital contributions by the partners.  TSG is required, as
necessary, to fund up to $9,000,000 of capital contributions.
Through December 31, 1996, $5,339,068 has been contributed as an
initial capital contribution and $2,928,270 has been contributed as
an additional capital contribution.  The remaining unfunded balance
is to be contributed from time-to-time to fund operating deficits.
As of the date of the amended and Restated Partnership Agreement,
the Existing Partners contributed shortfall loans of $1,232,516,
additional shortfall loans of $3,295,259, and accrued interest
payable thereon of $2,331,831 to the Partnership.  They also caused
to be discharged $813,404 of amounts payable to TWC Eleven, Ltd. (an
Existing Partner) and paid $140,000 of accrued interest payable and
$12,325 of accrued expenses on behalf of TWC Ten, Ltd.

Profits (losses) are allocated based on the provisions of the
Amended and Restated Partnership Agreement.  Profits are allocated
20% to the Existing Partners and 80% to TSG until TSG has received
an annual return of 12% on the average amount of their unrecovered
capital.  Once TSG has received 12% return on the average amount of
their unrecovered capital, profits are to be allocated 50% to the
Existing Partners and 50% to the Existing Partners and 50% to TSG.
Losses are allocated 100% to TSG to the extent of TSG's adjusted
capital account.  Thereafter, losses are allocated 50% to the
Existing Partners and 50% to TSG.
The Amended Restated Partnership also includes a provision whereby
TSG is to receive guaranteed payments on the amount of TSG's
unrecovered capital.  TSG's unrecovered capital is 6% for the two
years, beginning with the year ended December 31, 1993.  The return
on capital is 8.5% thereafter.  Guaranteed payments made to TSG were
$680,072, $554,039 and $431,436 for the years ended December 31,
1996, 1995 and 1994, respectively.

Use of Estimates - The Partnership's records are maintained on the
accrual basis of accounting for financial reporting and tax
purposes.  The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Cash Equivalents - For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, and cash on deposit and
short-term investments with original maturities of less than 90
days.

Real Estate and Improvements - Real estate and improvements are
recorded at cost less accumulated depreciation and amortization.
Cost includes land and improvements, direct construction costs,
indirect project costs and carrying costs including real estate
taxes and interest incurred during the construction period.

Depreciation and amortization is computed on the straight-line basis
over the estimated useful lives of the assets: building and building
improvements, 15 to 40 years; leasehold improvements, primarily over
the lives of the related leases, which is 3 to 15 years.

At least annually, and more often if circumstances dictate, the
Partnership evaluates the recoverability of the net carrying value
of its real estate.  As part of this evaluation, the fair values of
each of the properties are estimated (in some cases with the
assistance of outside real estate consultants) based on discounted
cash flows.  The fair values are compared to the properties'
carrying amounts in the financial statements.  A deficiency in fair
value relative to carrying amount is an indication of the need for
a writedown due to impairment.  In such case, the expected future
net cash flows from the property are estimated for a period of
approximately five years, along with estimated sales proceeds at the
end of the period.  If the total of these future undiscounted cash
flows were less than the carrying amount of the property, the
property would be written down to its fair value, and a loss on
impairment recognized by a charge to earnings.  The Partnership's
accounting policy complies with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of."

Because the determination of fair value is based upon projections of
future economic events such as property occupancy rates, rental
rates, operating costs, inflation, and market capitalization rates
which are inherently subjective, the amounts ultimately realized at
disposition my differ materially from the net carrying value as of
December 31, 1996.  The cash flows used to determine fair value and
net realizable value are based on good faith estimates and
assumptions developed by the General Partner.  Unanticipated events
and circumstances may occur and some assumptions may not
materialize; therefore, actual results may vary from the estimates
and the variances may be material.  The Partnership may provide
write-downs which could be material in subsequent years if real
estate markets or local economic conditions change.

Rental Revenues and Rents Receivable - Rental revenues and rents
receivable are recorded in accordance with Statement of Financial
Accounting Standards No. 13, "Accounting for Leases," whereby rental
revenue is recognized on a straight-line basis by totalling all
rents due under the lease, including fixed increases, and dividing
by total months of occupancy, including free rent periods.

Deferred Lease Commissions - Deferred lease commissions are
amortized on a straight-line basis over the lives of the related
leases.

Organizational Costs - Organizational costs relate to the costs of
establishing the Partnership and are amortized on a straight-line
basis over 5 years.

Deferred Loan Costs - Deferred loan costs related to the
construction financing are included in the cost of the building and
are amortized on a straight-line basis over the life of the
building.  Deferred loan costs related to the mortgage payable are
being amortized on a straight-line basis over the life of the
mortgage.

Income Taxes - No income taxes have been provided for in these
financial statements as any such taxes, or benefits, are recognized
by the individual partners.

Fair Value of Financial Instruments - The estimated fair value of
amounts reported in the financial statements have been determined by
using available market information and appropriate valuation
methodologies.  The carrying value of all current assets and current
liabilities approximates fair value because of their short-term
nature.  The fair value of long-term debt approximates the carrying
value.


<PAGE>
2.  REAL ESTATE AND IMPROVEMENTS

Real estate and improvements at December 31, 1996 and 1995 consists
of the following:
<TABLE>
<CAPTION>
                                                         1996                   1995
<S>                                                  <C>
Building and improvements                            $26,838,927            $26,031,100
Land and improvements                                  3,013,137              3,013,100
                                                      29,852,064             29,044,200

Less accumulated depreciation and amortization       (10,496,484)            (9,257,615)

                                                     $19,355,580            $19,786,585
</TABLE>
Depreciation and amortization expense on real estate and
improvements was $1,234,406, $1,170,130 and $1,117,892 for the years
ended December 31, 1996, 1995 and 1994, respectively.

3.  MORTGAGE NOTE PAYABLE

The mortgage note payable, which was refinanced on July 19, 1993,
bears interest payable monthly at 8.5%.  The mortgage note payable
is secured by substantially all real estate and improvements, rents,
leases and profits and is due on September 1, 1999.  Prior to the
refinancing, the mortgage note carried interest at 11.75%.  There
are no principal payments required to be made on the refinanced
mortgage note until the maturity date of September 1, 1999.

4.  LEASE COMMITMENTS

Tenant leases specify minimum rentals and, in some cases, annual
fixed increases.  Lease terms range from 3 to 5 years.

Future minimum rental receipts due to succeeding fiscal years under
noncancelable operating leases are as follows:
<TABLE>
<CAPTION>
        Year           Amount
        <S>            <C>
        1997           $ 4,624,179
        1998             4,139,969
        1999             3,389,252
        2000             2,164,057
        Thereafter       3,760,033

        Total          $18,077,490

</TABLE>
5.  RELATED PARTY TRANSACTIONS

Interest on shortfall loans was compounded monthly at a rate of
prime plus 1% (9.25% at December 31, 1996) until the Partnership
Agreement was amended and restated on July 19, 1993.  At that time,
accrued interest of $2,331,831 was contributed to the Partnership as
part of the Existing Partners' additional capital contribution.

In December 1988, TWC Eleven, Ltd. paid $829,771 of accrued interest
and principal in additional shortfall loans on the Partnership's
behalf.  The $829,711 was reflected on the Partnership's balance
sheet as due to TWC Eleven, Ltd. until July 18, 1993 when $813,404
was contributed to the Partnership as part of the Existing Partners'
additional capital contribution.

On July 19, 1993, as part of the Amended and Restated Partnership
Agreement, the management agreement was amended whereby the Wilson
Management Company will receive 3% of all rental revenue collected,
a 4% lease-up fee for all new leases, and monthly reimbursement of
$875 for office expenses.  Management and lease-up fees were
approximately $176,732 in 1996, $346,400 in 1995 and $227,400 in
1994.  The Wilson Management Company was also reimbursed
approximately $151,834, $92,300 and $92,500 in 1996, 1995 and 1994,
respectively, primarily for salary costs incurred on behalf of the
Partnership.

On August 1, 1993, the Wilson Management Company renewed its 10,806
square-foot lease for five years beginning March 1, 1994.  The new
lease requires monthly payments of $16,209 until February 28, 1999.
Rental revenues earned under this lease agreement were approximately
$219,574 in 1996, $195,000 in 1995 and $196,000 in 1994.

The Amended and Restated Partnership Agreement as of July 19, 1993
requires the Partnership to pay guarantee payments to TSG equaling
6% to TSG's unrecovered capital for two years, beginning with the
year ended December 31, 1993 and 8.5% thereafter.  Guaranteed
payments to the TSG for 1996, 1995 and 1994 totaled $680,072,
$554,039 and $431,436, respectively.

Solutions, Inc., an affiliate of The Wilson Company, performed
construction work, primarily tenant improvements, on a cost-plus
basis totaling approximately $257,051 in 1996, $407,035 in 1995 and
$775,687 in 1994.  Certain amounts of these improvements were
reimbursed to the Partnership by tenants.

The Wilson Construction Company, an affiliate of The Wilson Company,
performed construction work on the base of the office building
totaling $1,092 and $257,845 during 1995 and 1994, respectively.
There was no work performed by the Wilson Construction Company
during the year ended December 31, 1996.