SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549


              Annual Report Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934


    For fiscal year ended:     December 31, 2000

    Commission File Number:    0-9773

                         TASA PRODUCTS LIMITED
          (Exact name of registrant as specified in it's charter)

             Washington                                    91-1121874
    State or other Jurisdiction of                    (IRS Employer ID No.)
    incorporation or organization

                     14508 SE 51st, Bellevue, WA  98006
             (Address and zip code of principal executive offices)

    Registrant's telephone number, including area code:  (425) 746-6761

    Securities registered pursuant to Section 12(b) of the Act:  None

     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

                    DOCUMENTS INCORPORATED BY REFERENCE

Form S-1, TASA  Products  Limited, Commission  File No. 2-68566,  but  excluding
the  balance  sheet  of  TASA  Products  Limited  together  with  the  report of
independent  certified public accountants, is incorporated by reference in Items
1, 5, 11 and 13.

Exhibit Index Pgs.  9 to 17


<PAGE>
Item 1:  Description of Business

TASA  PRODUCTS  LIMITED  (hereinafter  call  the "Partnership"), is a Washington
State  limited  partnership  organized  as  of  June 19, 1980 for the purpose of
acquiring  the  rights  in a group of related electronic products and developing
these  products further to a point where they could be commercially produced and
marketed.  The  Partnership conducts no other business. Michel E. Maes and James
R. Steffey are General Partners, and may remain as General Partners for the life
of  the  Partnership  unless  removed pursuant to the Partnership Agreement. The
sale  of the Limited Partnership Interests in the Partnership were made pursuant
to  Registration  Statement  No.  2-68566 filed with the Securities and Exchange
Commission  and  declared  effective on November 7, 1980. The purchasers of said
Limited  Partnership Interests for Phases 1, 2, 3, 4, 5 and 6 of the Partnership
are  the  Limited  Partners  of  the  Partnership  as  of  December  31,  1981.

The  Partnership's  business is more fully described under the caption "Projects
of  the  Partnership"  in  the  Prospectus  forming  a  part of the Registration
Statement  described  above (hereinafter called the "Prospectus"), which, except
for  the  balance  sheet  and  report  of  accountants  contained  herein,  is
incorporated  herein  by  this  reference  for  all  purposes.

The  Partnership  has  no  employees.  The  partnership  originally licensed the
manufacture  and  sale  of  its products to Communications Research Corporation,
(CRC),  a  subsidiary  of  Energy  Sciences  Corporation, (ESC). The Partnership
subsequently  has  licensed  LINC  Technology  Corporation,  an affiliate of the
General  Partners,  as  more  fully  described in Item 7 below. TASA's principal
products  currently  being sold by LINC are the Data Over Voice Encoder, (DOVE),
and  Line  Carrier  Modem,  (LCM).

Item 2:    Properties

The Partnership does not have any principal plants or physical properties.

Item 3:    Legal Proceedings

The  staff  of  the Securities and Exchange Commission's Division of Enforcement
recommended  to  the  Commission  that  it  authorize  the staff to file a civil
injunctive  action against Energy Sciences Corporation, Michel E. Maes, James R.
Steffey,  and  the  Partnership  to  require  timely  filing of reports with the
commission.  Such  an  injunction  was  entered on June 25, 1986. All subsequent
reports  have  been  timely  filed.

On  April  29, 1986, TASA Products Limited and Energy Sciences Corporation filed
petitions  for  reorganization  under  Chapter  11  of  the Bankruptcy Laws. The
Petitions  were  filed  in  the  United  States Bankruptcy Court for the Western
District  of  Washington,  at  Seattle,  as  Case  No.'s  86-02993-  Wll  and
86-02994-Wll.

Energy  Sciences  Corporation was dismissed from Chapter 11 on May 13, 1988. ESC
had  financial  dealings and intercompany transactions with the partnership. The
assets  of  ESC,  which  included amounts owed by the partnership to ESC and the
license  rights  to manufacture and market the partnership's products granted by
the partnership to a subsidiary of ESC, were foreclosed upon by the sole secured
creditor  of  ESC, the law firm of Murphy, Elgot & Moore, but the full effect on
the  partnership  has  not  yet  been  determined.  (See  item  7  below).


<PAGE>
On  October  16,  1989  the  United  States  Bankruptcy  Court  ordered that the
partnership's Chapter 11 be converted to a Chapter 7. Mr. Ronald Brown of Leach,
Brown  &  Andersen,  Seattle Washington, was appointed trustee. On May 11, 1990,
the  General Partners of the partnership filed an ammended motion to dismiss the
Chapter  7.  This  motion  was  granted  and  the  partnership  is  no longer in
bankruptcy..

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

           None

Item 5:    Market Price of and Dividends on the Registrant's Common
           Equity Related Security Holder Matters

           (a)  There is no market for the Securities of the  Registrant.

           (b)  There are 590 investor limited partners as of December 31, 2000.

           (c)  The partnership  does  not  pay dividends. Royalties, based on a
percentage  of  gross  sales  of  the  partnership  products,  if any, made by a
licensee  of  the  partnership's products are to be distributed to the partners,
less  reserves and payments for partnership operating, maintenance and reporting
expenses  as  determined  by  the  General  Partners. Under terms of the present
license  agreement  in  place,  royalties  were owed on amounts collected by the
licensee  on  sales  made  after  September  1991  to be accrued and paid in the
following accounting quarter starting with the first quarter of 1992. See Item 7
below.

Item 6:    Selected Financial Data

TASA Products Limited is a Limited Partnership and the partners hold partnership
interests  rather  than  stock.  A  summary  of financial activity for 2000 is a
follows:

      Royalty Revenues                                       $   0.00
      Other Revenues                                             0.00
      Loss from Continuing Operations (Reporting Expenses)  ($   0.00)
      Net Income per Partnership Unit                            0.00

      Total Assets                                           $   0.00
      Long Term Obligations                             $2,383,607.00

      Royalty Payments to Partners per Unit                      0.00


Item 7:    Management's Discussion and Analysis of the Financial Condition and
           Results of Operation

The  partnership  owns  the  proprietary  rights  to  certain products which are
licensed  to  LINC  Technology  Corporation  as  described more fully below. The
partnership  conducts  no operations itself and its revenues will be solely from
royalty  income.  Under the terms of a new license now in effect, total sales of
$506,293  (cumlative over five years) were subject to royalties in 1999. A total
royalty  payment  was  made  by  Linc Technology Corporation to four electronics
partnerships  that share ownership in certain electronics products in the amount
of  $25,315  in  December  1999.  In  accordance  with  the  sharing arrangement
discribed  below  (third  paragraph  down), a royalty of $12,118 was paid to the
partnership  which  is income for 1999. Tax, Securities and Exchange Commission,
and  Partnership Reporting expenses were not charged to the partnership in 1999.
The  net  assets  have  changed  from  0  to  $12,118.  The  partnership  made a
distribution  of $10,906 total to the limited partners in March 2000. A total of
$1,212  was  paid  to  two  fromer secured creditors of the partnership in March
2000.  No  new royalties were accrued in the year 2000 and the partnersip had no
income  nor  loss  for  the  year.


<PAGE>
When  ESC's  bankruptcy  was  dismissed  in  May 1988, all remaining assets were
repossesed  by  the  sole  secured  creditor  of  ESC,  Murphy,  Elgot  & Moore,
represented by Mr. Thomas Murphy. These assets are primarily amounts owed to ESC
by  the  partnerships and the rights to produce electronics products at CRC. The
General  Partners  began  discussions with Mr. Murphy, (who was also counsel for
ESC  and the partnerships), on plans to recommercialize the electronic products.
They  were  joined  by  Mr.  Keith  Nichols,  who had purchased a portion of the
electronics  inventory  from  CRC  when  ESC  was  still  in  Chapter  11. After
conducting  preliminary  market research and reaching a basic understanding with
Mr.  Murphy,  a new company was formed in September 1988, called LINC Technology
Corporation.  The  company  is  owned, at present, by Messrs. Maes, Steffey, and
Nichols in the amount of 19% each; Mr. Murphy owns 10% and the balance of 33% is
owned  by  outside  investors.  Mr.  Nichols  left the company in 1991 and is no
longer  an  active  participant, but remains a stockholder. LINC was formed, and
was  initially  privately  financed  with $49,000 of cash, plus donated time, to
pursue  a  variety of opportunities in electronics and data communications. LINC
believes  that  a  market  remains  for  the  partnership's  products. Continued
emphasis  is  on  LCM  and  DOVE.

The  Partnership  made  only one attempt to negotiate a license for its products
following  the  dissolution  of  Energy Sciences Corporation and its subsidiary,
Communications  Research  Corporation  (the  initial  licensee),  in  1988.  A
non-affiliated  company  had  been formed in 1987 called CRC, Inc., of which Mr.
Keith Nichols was a co-founder and partner. (As described above, Mr. Nichols was
subsequently a co-founder of LINC Technology Corporation in 1988, along with Mr.
Steffey  and Mr. Maes, general partners of the partnership). CRC, Inc. purchased
inventory  of  the  partnership's  products  in  1987  from  the Energy Sciences
Corporation  Trustee. Because there are no patents or trade secrets covering any
of  the partnerships products, the owners of CRC, Inc. felt no responsibility to
pay royalties to the partnership (and had no legal obligation to do so) when the
issue  was discussed with them. It was felt that this would be the case with any
outside  third  party  the  general  partners  might  approach. When Mr. Nichols
expressed  a  desire  to  pursue the market more aggressively than CRC, Inc. was
doing,  Mr.  Steffey  and  Mr.  Maes  proposed  the formation of LINC Technology
Corporation  with the understanding that LINC would pay royalties on partnership
products  in  the  future. LINC was formed and Mr. Nichols subsequently sold the
inventory  of  partnership  products  he  owned  personally to LINC for ultimate
resale  to  outside  customers.  The  royalty arrangement arrived at between the
partnership  and  LINC  was  modeled  after  one  negotiated  with  New Detonics
Manufacturing Corporation (NDMC) for a group of affiliated partnerships, as part
of  the  sale  of  assets  of  another  Energy  Sciences Corporation subsidiary,
Detonics  Manufacturing Corporation to NDMC. That royalty arrangement called for
4%  royalties  and  a  four  year  deferment.

The  license  entered into between the partnerships and LINC calls for a royalty
building  to  5% of gross sales to be paid to each partnership on sales, if any,
of  its  own  products (compared to the prior formula with CRC which ranged from
10%  down  to 6%). Royalties are paid on amounts actually collected by LINC from
sales  of  partnership  products  and  calculated  and  accrued in the following
quarterly  accounting  period.  The  details  of  the royalty arrangement are as
follows:  Initial  royalties  of  1% are payable on collected invoices for sales
starting  in  September  1990,  followed by 2% in September 1991 and 5% per year
starting  in  September  1992  and  thereafter.  The  royalty is divided between
partnerships in the case of joint ownership of product rights. TASA receives 45%
of  the  5%  royalty  from sales of DOVE and 90% of the 5% from sales of LCM. In
1995,  a  new  royalty  agreement  was  put  into  effect  in  order  to  reduce
administrative  expenses.  Under  the  new plan, no royalties will accrue to the
partnership  until  a total of $300,000.00 of sales on products licensed to LINC


<PAGE>
Technology  Corporation have been generated and collected. At that point, a lump
sum  royalty payment of $15,000.00 will be paid to the patrnership group of TASA
Products  Limited  (the  Partnership),  Energy  Sciences  Limited  Partnership,
Telemetric  Controls  Limited  Partnership,  and  Communications  Link  Limited
Partnership.  After  such payment, again no royalty will accrue or be owed until
another  $300,000.00  in  sales  has  occured,  after which a second lump sum of
$15,000.00 is due, and so forth. LINC Technology Corporation will be responsible
for  periodic  mailings  to  the  partnership  at  its  expense.  Bases  on  IRS
regulations, no partnership 1065 tax returns and K-1s have to be filed or issued
until the royalty accrues. Filings of 1065 and K-1 forms were done in March 2000
for  year 1999. Filings of 1065 and K-1 forms are being done again in March 2001
for  year  2000 as information purposes to show the changes in capital accounts.

LINC  Technology  Corporation's  address  is  2635  151st  Pl  NE,  Redmond, WA;
telephone  425-882-2206.  LINC  Technology  Corporation  also  uses  the  DBA of
DATA-LINC  Group.

As previously reported, one remaining item from the dismissal of Energy Sciences
Corporation's  bankruptcy is the residual amount owed to ESC by the partnership,
and now to the law firm of Murphy & Elgot. The general partners expect to settle
the  matter  by  the  payment  to  Murphy  &  Elgot of a small percentage of the
partnership's  overall  royalty  cash  flow.

The  partnership's  ultimate  success is dependant on LINC's ability to generate
sales  and  to obtain capital, which can not be assured. Total sales at LINC for
calendar  2000  were  $4,945,000  for  2000,  compared  to  $3,451,000 for 1999,
$2,095,000  for  1998, $1,895,000 for 1997, $1,194,000 for 1996 and $249,000 for
1995.  Sales  on  products  licensed  from the partnership were $60,472 in 2000,
$200,969  in  1999,  $107,768  in  1998, $90,377 in 1997 and $47,000 in 1996 and
$60,000  in  1995.

Since  1991,  new product development work was been undertaken at Linc and other
affiliates,  including  independent  R&D  efforts  by  the  general  partners
personally,  which  created some products that interface with and complement the
products  owned  by the partnership and could enhance sales of the partnership's
products  in the future. Sales of partnership products for calender 2000 can not
be  predicted but are expected to remain modest. LINC has modest working capital
and does not do significant advertising. LINC relies on Distributors to generate
most  of  its sales leads. Production is self funded through inventory turnover.
LINC's  major  marketing  focus  remains  on  industrial  data  communications.


Item 8:    Financial Statements and Supplementary Data

          (a)  Unaudited financial statements, submitted in accordance with Reg.
210.3-11  of  Regulation  S-X,  are  attached  as  Exhibit  1  and  are  herein
incorporated  by  reference.

Item 9:    Disagreements on Accounting and Financial Disclosure Matters

TASA has no independent accountant at present.


<PAGE>
                                  PART III

Item 10:   Directors and Executive Officers of the Registrant

The  Partnership  has no directors or officers. Management of the Partnership is
vested  in the General Partners. The name of each present General Partner of the
Partnership,  the  nature  of  other  positions held by him, and his educational
background  is  set  forth  below.

Michel  E.  Maes, age 63, graduated from the University of Washington in Physics
in 1959. He subsequently did post-graduate work in various phases of physics. He
was  an  engineer of the Boeing Company from 1959 to 1961; an engineer and later
Director  of  Advanced  Projects  for  Rocket Research Corporation, from 1961 to
1966;  President  of Explosives Corporation of America and Chairman of the Board
of  Petroleum  Technology  Corporation,  both  subsidiaries  of  Rocket Research
Corporation,  from  1966  to 1971. Up until December 5, 1986, Mr. Maes served as
Chairman  of  the  Board  at  ESC.  Mr. Maes is now President of LINC Technology
Corporation.

James  R.  Steffey,  age  64,  is  a graduate of the University of Washington in
Physics,  with  post-graduate  study  in  plasma  physics.  He  was  Director of
International Operations at Explosives Corporation of America from 1969 to 1972.
From  1972  to  1973 he was a consultant with Stevens and Company, an investment
counseling firm. He joined ESC in 1973 and until December 5, 1986, was President
and  a  Director  of ESC. Mr. Steffey is now Vice-President of Marketing of LINC
Technology  Corporation. Mr. Steffey was not closely involved with the technical
aspects  of  the  Partnership's  activities.

Item 11:   Executive Compensation

The  Partnership has no directors, officers or employees and thus pays no direct
compensation.  The General Partners were paid a one-time management fee in 1982.
The  General  Partners  and  their  affiliates  received certain compensation as
described  in  the  table  "Compensation  and  Fees  to  General  Partners  and
Affiliates"  in  the  Prospectus  which  is  hereby  incorporated  by reference.

Item 12:   Security Ownership of Certain Beneficial Owners and Management

          (a) The only outstanding voting securities of the Limited Partnerships
are  those  Limited  Partnership  interests  owned  by  the  investors  or their
successors  in  interest.  No  single  person  owns  5%  or  more.

          (b)  The  General  Partners  hold  no  limited  partnership interests.
However,  they  have  interests  in  Profits  and  Losses and Cash Available for
Distribution  of  5%.  The  interest  in  Cash  Available  for  Distribution  is
subordinated  to  the  Limited Partners' receipt of distributions equal to their
capital  contributions.

          (c)  There are no agreements or arrangements known which could affect
control of TASA.

Item 13:   Certain Relationships and Related Transactions

As  described  in  the  prospectus,  TASA  was a party to several contracts with
affiliates of the Limited Partners which resulted in compensation to the General
Partners. See "Compensation and Fees to the General Partners and Affiliates" and
"Certain Transactions" in the Prospectus, which hereby is incorporated herein by
reference.  Also  see  Item  7  above.


<PAGE>
                                PART IV

Item 14:   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     a)   Documents  filed  as  part  of this Annual Report: Unaudited financial
          statements,  filed in accordance with Reg. 210.3-11 of Regulation S-X.

     b)   Reports  on  Form  8-K:  None



                                 SIGNATURES

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



Registrant:   TASA PRODUCTS LIMITED

        By:                                    Date:

                  Michel E. Maes, General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the  capacity  and  on  the  date  indicated.

            By:                                    Date:

                  Michel E. Maes, General Partner

Supplemental Information to be furnished with Reports filed pursuant to Sections
15(d) of the Act by Registrants which have not registered securities pursuant to
Section  12  of  the  Act.

No  annual  reports  or  proxy  materials  have been or will be sent to security
holders.


<PAGE>
<TABLE>
<CAPTION>
                         TASA PRODUCTS LIMITED
                               BALANCE SHEET
                         DECEMBER 31, 2000 AND 1999
                                (UNAUDITED)

                                              12/31/00         12/31/99
<S>                                        <C>              <C>
ASSETS

Current Assets:
Cash                                                 .00    $  12,118.00
Royalties Receivable                                 .00             .00
                                           ---------------  -------------

       TOTAL CURRENT ASSETS                          .00    $  12,118.00

Intangible Assets Less Amortization                  .00             .00
Receivable from Affiliates Less Allowance            .00             .00

       TOTAL ASSETS                                  .00       12,118.00


LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:
Accounts Payable                               $     .00             .00
Taxes Payable                                        .00             .00
Reporting Reserve                                    .00             .00


       TOTAL CURRENT LIABILITIES                     .00             .00

Payable to Former Secured Creditors         2,383,607.00    2,384,819.00
                                           ---------------  -------------

       TOTAL LIABILITIES                    2,383,607.00    2,384,819.00

Partners' Capital                          (2,383,607.00)  (2,372,701.00)
                                           ---------------  -------------

TOTAL LIABILITIES AND PARTNER'S EQUITY               .00       12,118.00
</TABLE>

    The accompanying notes are an integral part of the financial statements


<PAGE>
<TABLE>
<CAPTION>
                           TASA PRODUCTS LIMITED
                            STATEMENT OF INCOME
                            FOR THE YEAR ENDING
                      DECEMBER 31, 2000, 1999, & 1998
                               (UNAUDITED)


                                       12/31/00       12/31/99       12/31/98
<S>                                    <C>           <C>            <C>

Revenue
Royalty Revenue                             .00      12,118.00            .00
Other Revenue                               .00            .00            .00
                                       --------      ---------      ---------
        TOTAL REVENUE                       .00      12,118.00            .00

Costs and Expenses:
Bank Charges                                .00            .00            .00
Commissions                                 .00            .00            .00
Filing Fee for 10-K                         .00            .00            .00
Operating Expense  (Reporting)              .00            .00            .00
Reporting Reserve                           .00            .00            .00
Professional Fees                           .00            .00            .00
Supplies                                    .00            .00            .00
Taxes                                       .00            .00            .00
                                       --------      ---------      ---------

        TOTAL COSTS AND EXPENSES            .00            .00            .00

Net Income (Loss)                           .00      12,118.00            .00
</TABLE>

    The accompanying notes are an integral part of the financial statements


<PAGE>
<TABLE>
<CAPTION>
                              TASA PRODUCTS LIMITED
                             STATEMENT OF CASH FLOWS
                              FOR THE YEARS ENDING
                         DECEMBER 31, 2000, 1999, & 1998
                                   (UNAUDITED)


                                     12/31/00     12/31/99  12/31/98
<S>                                 <C>           <C>       <C>
Net Cash From Operating Activities  $      .00         .00       .00
Net Cash Used By Investing Actvts.         .00         .00       .00
Net Cash From Financing Actvts             .00         .00       .00
Net Increase In Cash                (12,118.00)  12,118.00       .00
     Cash At Begining of Period            .00         .00       .00
     Cash At End Of Period                 .00   12,118.00       .00
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                             TASA  PRODUCTS LIMITED
                         STATEMENT OF PARTNERS' CAPITAL
                               FOR THE YEAR ENDING
                         DECEMBER 31, 2000, 1999 & 1998
                                   (UNAUDITED)


                                   12/31/00        12/31/99       12/31/98
<S>                            <C>             <C>            <C>

Contributions by Partners                .00             .00             .00

Capital Withdrawals                10,906.00             .00             .00

Syndication Costs                        .00             .00             .00

Accumulated Surplus (Deficit)  (2,384,819.00)  (2,384,819.00)  (2,384,819.00)

Net Income (Loss)                        .00       12,118.00             .00


Partners' Capital (Deficit)    (2,383,607.00)  (2,372,701.00)  (2,384,819.00)
</TABLE>

    The accompanying notes are an integral part of the financial statements


<PAGE>
                         TASA PRODUCTS LIMITED
                (a Washington State limited partnership)
                    NOTES TO THE FINANCIAL STATEMENTS


1.   Partnership  Organization  and  Operations

TASA  Products  Limited,  a  Washington  State  limited  partnership  ("the
partnership"),  was  formed  on June 19, 1980 for the purpose of raising certain
capital  through  the  public  offering  of Limited Partnership interests (4,100
units; $1,000 per unit), and acquiring the rights to and conducting research and
development  with  respect  to a group of electronic products. Subsequently, the
Partnership commenced limited manufacturing and marketing activities for certain
products.  The Partnership shall continue for a period of thirty (30) years from
the date of organization unless the Partnership is sooner dissolved according to
the  provisions of the Amended Certificate of Limited Partnership and Agreement.
The  Partnership  has  two  general  partners  and limited partners comprised of
certain  investor  groups.

Research  and  development  was  completed  and  sales  of  products  began. For
admission  to the Partnership, an investor was assigned to a group (one group is
associated with each phase), based on the timing of receipt of the contribution.
Sale  of  all  of the 4,100 limited partnership units was completed in 1981. The
units  of  the  Partnership  are  nonassessable.

Partners' Capital

Initial  contributions  aggregating $4,100,00 were made by the Limited Partners.
The  General  Partners  have  not  and  will not make any capital contributions.
Partners  share  in  income  or  loss  of  the  partnership  as set forth below.

Allocation  of  Income,  Loss  and  Cash  Distributions

The  loss attributable to the research and development efforts of each phase was
allocated  to  the  partners  included  in  such  phase  as  follows:

             Limited Partners, pro rata                 98%
             General Partners                            2%

All  income  and/or  loss  attributable to the operations after the research and
development program has been completed, including revenues derived from the sale
or  other  disposition of any rights or interest, shall be allocated as follows:

             Limited Partners, all groups, pro rata     98%
             General Partners                            2%

The Limited Partners shall receive one hundred percent of the cash available for
distribution,  until  such  time  as  the  Limited  Partners  have  received  in
distribution  an  amount  equal to the cumulative capital contributions received
from  Limited  Partners.

After  the  Limited Partners have received cash distributions in an amount equal
to  the  cumulative  capital  contributions  received from Limited Partners, the
General  Partners  will  receive  one  hundred percent of the cash available for
distribution,  until  such  time as the General Partners have received an amount
equal  to  five  percent  of  the cumulative capital contributions received from
Limited  Partners.


<PAGE>
Thereafter,  the  cash available for distribution shall be allocated as follows:

             Limited Partners, all groups, pro rata     95%
             General Partners                            5%

Upon dissolution of the Partnership, proceeds of the liquidation will be applied
in accordance with the terms of the Amended Certificate and Agreement of Limited
Partnership  in  the  following  order  of  priority:

     1)   To  the  payment  of  liabilities  of  the Partnership and expenses of
          liquidation;

     2)   To  the setting up on any reserves which the General Partners may deem
          reasonably  necessary  for any contingent or unforeseen liabilities or
          obligations  of  the  Partnership, or of the General Partners, arising
          out  of  or  in  connection  with  the  Partnership;

     3)   To the repayment of the Limited Partners' contributions to the capital
          of the Partnership, plus an amount equal to six percent of the capital
          contributions  per  annum  cumulative,  less  the  sum  of  prior
          distributions  to  investors  from  cash  available  for distribution;

     4)   Any balance then remaining shall be apportioned among all the partners
          as  follows:

          Limited Partners, pro rata                 98%
          General Partners                            2%

Pursuant to the terms of the Partnership Agreement, the General Partners are not
required  to contribute to the Partnership any deficit in their capital accounts
which  exist  after  application  of proceeds of liquidation as set forth above.

The  Partnership filed for Bankruptcy protection under Chapter 11 in April 1986.
The  Chapter  11 was converted to a Chapter 7 by the Bankruptcy Court in October
1989  and  then the Bankruptcy was dismissed in June 1990. The dismissal did not
involve  any  discharge  of  the  Partnership's


1.   Partnership  Organization  and  Operations,  continued

obligations,  some  of  which were accrued property taxes in the amount of under
$1,000.  These  were  paid  by  the General Partners and are now included in the
Amounts  Payable  To  Affiliates.

2.   Significant  Accounting  Policies

     Basis of Reporting

The  records  of  the  Partnership  are  maintained  using the accrual method of
accounting. A substantial portion of the transactions of the Limited Partnership
have  been,  and  will  continue  to  be,  with the entities affiliated with the
General  Partners.

        Inventories

The partnership has no inventories.

        Property and Equipment


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The partnership has no tangable properties.

        Other Assets

The partnership has no tangable assets.

        Offering Costs

Offering  costs,  including  sale  commissions  to  brokers for sales of limited
partnership  interests were charged directly to the respective partners' capital
account.

        Income Taxes

The  Partnership  is  not  a  tax-paying  entity.  No provision is made in these
financial  statements  for  federal  and  state  income  taxes.

        Research and Development Expenses

Research and development costs paid or accrued under terms of a contract with an
affiliated company were charged to expense in the period in which the obligation
was  incurred.

        Net Loss Attributable to Limited Partners Units

The net loss attributable to each $1,000 limited partnership unit represents the
loss  for  the  period  allocated  to  limited partners divided by the number of
partnership  units  outstanding at the end of the period. The net loss allocated
to  specific  individual  units will vary from the amount shown depending on the
group  to  which  a  limited  partner  has  been  assigned.

3.  Notes and Accrued Interest Payable to an Affiliated Company

At December 31, 1980, the Partnership executed a promissory note under the terms
of  a  research  and  development contract. The note in the amount of $1,148,000
bears  interest  at  the rate of eight and one-half percent compounded annually.
Upon  completion  of  the  Partnership  funding  in  1981, an additional note of
$252,000  with  the  same terms was executed. The principal and accrued interest
was  to  be paid in full no later than December 31, 1986, and are collateralized
by  a  pledge  of certain rights to inventions held by the Partnership. The date
for  repayment  could  be extended at the request of the Partnership to December
31,  1993,  provided  the Partnership has made payments toward the principal and
the  accrued  interest  by  December 31, 1986. After December 31, 1990, interest
shall  be  at  a  rate  of  ten  percent  compounded  annually.  Failure  of the
Partnership  to  complete  payment  in  full  of  the entire contract price plus
interest on or before December 31, 1986 or such other date if the payment period
is  extended  gives  the  affiliate  the  right  to  foreclose the pledge of the
Partnership's  ownership interest in the rights to inventions referred to above.
In  the  event  the  Partnership  assigns,  licenses  or sells its rights to the
inventions  to  any  other  party,  the  affiliate  retains  an  interest in any
royalties or income from such assignment, license or sale until such time as the
note  is  paid  in  full.

Due  to  the  filing  of  Chapter  11 by the Partnership's affiliate, and by the
Partnership,  and  due  to  the cessation of commercial activity relating to the
Partnership's  products,  all  accrual  of interest and right of foreclosure was
suspended  for  the  years  beyond  1987.  The  Chapter  11  proceeding  of  the
Partnership's  affiliate  was  dismissed  on  May 13, 1988. As of March 2001, no
final  settlement  has  been  reached  with  the former secured creditors of the
Partnership's  affiliate  regarding the debt owed by the Partnership. No further
interest  was  accrued  after  1986  by  aggreement  with  the secured creditor.


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4.  Transactions with Related Parties

A  substantial portion of the transactions of the Partnership have been, and are
anticipated in the future to be, with the General Partners and their affiliates.
Significant  transactions  with  these  parties  are summarized in the following
paragraph.

Management  fees  to  the  General  Partners of $18,500 and $84,000 (2.5% of the
limited  partners' contributions), were incurred in 1981 and 1980, respectively.
The  fees represent compensation to the General Partners for organization of the
Partnership  and  for  expense  incurred  in connection with the offering of the
limited  partnership units. The fees were allocated to organization and offering
costs.

An  affiliate  of  the  General Partners entered into a fixed price research and
development contract with the Partnership. The affiliate received $756,000 (cash
of  $504,00  and  a  promissory  note in the amount of $252,000), and $3,444,000
(cash  of $2,296,000 and a promissory note in the amount of $1,148,000), in 1981
and  1980,  respectively,  as  payment  for  conducting  all  present and future
research  and  development  of  the  Partnership.  The  affiliate's  costs  for
performing  the research and development activities included certain general and
administrative  and overhead costs allocated by its parent company, an affiliate
of  the  General  Partners.

Prior  to  transferring  product  rights  under  the  licensing  agreement,  the
Partnership  can  manufacture  and  market  any products developed. In 1982, the
Partnership  elected  to  do  so  and entered into a manufacturing and marketing
agreement  whereby  the  Partnership  reimbursed  the  affiliate  for  all costs
incurred  in  the  manufacturing  and  marketing  activities.  In  addition, the
affiliate  would  receive  40%  of  net  profits  (as defined in the agreement),
derived  from  the  manufacture  and  sale  of  the products produced under this
agreement.  Substantially  all  operating  costs  of  this  affiliate  have been
allocated  to  the  Partnership  under  this  agreement.

The Partnership has been charged for certain general and administrative services
provided  by other affiliates of the General Partners. The General Partners have
and  will  provide  management,  research  and  development  and other technical
services  to  affiliates  which provide services to the Partnership. The General
Partners  are  and  will  be  compensated  by  the affiliated companies for such
services.

A  new  license  agreement has been entered into by the Partnership with a newly
created  entity, which, as with the prior license, the General Partners are part
owners,  officers  and  directors.  The  General  Partners have received and are
expected  to  receive  compensation  in  the  future  from  this  entity.


5.  Commitments and Contingencies

The  Partnership  has entered into agreements with several individuals to obtain
title  to  inventions  and  designs  relating  to  the  electronic  products the
Partnership  is  developing.  Pursuant  to  the  terms  of  the  agreements, the
individuals  are  entitled  to  royalties  received  by  the  Partnership  under
licensing  agreements  associated  with  the  products.

The  Partnership has entered into a licensing agreement with an affiliate of the
General  Partners providing manufacturing and marketing services under which the
licensee  has,  upon  transfer  of  the  product  rights, the exclusive right to
manufacture,  use  and  sell  any  products  successfully  developed  by  the
Partnership.  The  terms  of  the  agreement  extend  throughout the life of the
Partnership.  In return for granting this license, the Partnership shall receive
royalties  from the licensee as set forth in the licensing agreement for its own
products.  The  details  of  the  royalty  arrangement  are  as follows: Initial
royalties  of  1%  are  payable  on  collected  invoices  for  sales starting in
September  1990,  followed  by  2% in September 1991 and 5% per year starting in
September  1992 and thereafter. (Accounting is done in the quarter following the
quarter  in  which  the  sales  receipts  occur). The royalty is divided between
partnerships  in the case of joint ownership of rights. TASA receives 45% of the
5%  royalty  from  sales  of  DOVE  and  90%  of  the  5%  from  sales  of  LCM.


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