UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C.  20549

                                            FORM 10-K

[ X ]                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                               THE SECURITIES EXCHANGE ACT OF 1934
                           For the fiscal year ended December 31, 1996

                                               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 0-15764

                   DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
                                          TEMPO-LP, INC.                     
               (Exact name of registrant as specified in governing instrument)

                                             Dean Witter/Coldwell Banker Tax
                                                 Exempt Mortgage Fund, L.P.
       Delaware                                          58-1710934
(State of organization)                      (IRS Employer Identification No.)

                                                       TEMPO-LP, Inc.
                                                          58-1710930
                                             (IRS Employer Identification No.)

   2 World Trade Center, New York, NY                                 10048
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:  (212) 392-1054

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
       None                                                    None

Securities registered pursuant to Section 12(g) of the Act:

                              Units of Limited Partnership Interest
                                        (Title of Class)

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         

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. N/A


                               DOCUMENTS INCORPORATED BY REFERENCE
                                              None

                                          Page 1 of 42
<PAGE>
                                         PART I

ITEM 1.  BUSINESS

Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership"), is a limited partnership formed in August 1986 under
the Uniform Limited Partnership Act of the State of Delaware to
invest in a portfolio of federally tax-exempt revenue bonds.  These
bonds, which are commonly known as industrial development or revenue
bonds, are issued as special obligations of various state or local
governments or their agencies or authorities.  The proceeds of such
bonds were used to fund mortgage loans to finance the construction
and/or ownership of income-producing multi-family residential
properties.  Each of the revenue bonds is primarily secured by the
real property financed by the mortgage loan.

TEMPO-GP Inc. (the "General Partner"), a Delaware corporation which
is wholly-owned by Dean Witter, Discover & Co. ("DWD") is the sole
general partner of the Partnership.  The General Partner manages and
controls the affairs of the Partnership.  The terms of the
transactions between the Partnership and the General Partner and its
affiliates are set forth in the financial statements in Item 8 and
in Item 13 below.  

TEMPO-LP Inc. (the "Limited Partner"), a Delaware corporation
wholly-owned by DWD, is the sole limited partner of the Partnership. 
The Limited Partner assigned its interests in the Partnership to
investors;  such interests are represented by assigned benefit
certificates ("ABCs").  The Limited Partner acts as nominee or agent
for the investors with respect to matters pertaining to the
Partnership.  The Limited Partner has no power to conduct any other
business or investment activity.  The Partnership and the Limited
Partner are sometimes collectively referred to herein as the
"Registrants".

In 1986, the Partnership issued 7,454,110 units of ABCs with gross
proceeds from the offering of $149,082,200.  The offering has been
terminated and no additional ABCs will be sold.

The proceeds from the offering were used to purchase ten series of
revenue bonds which funded the development of eight multi-family
residential properties (the "Properties").  The terms of the
mortgage loans funded by the revenue bonds mirror the terms of the
corresponding revenue bonds.  The mortgage loans are obligations of
the respective owners of the Properties and are collateralized by
first mortgages on the Properties.  The revenue bonds are non-
recourse with respect to the issuers of the bonds.  The revenue
bonds and the related mortgage loans and Properties are described in
Item 2 and the Notes to the financial statements in Item 8. 

In order to protect the tax-exempt status of the revenue bonds, the
owners of the Properties are required to enter into certain
agreements to own, manage and operate the Properties in accordance
with the requirements of the Internal Revenue Code.  

The federally tax-exempt interest may be an item of tax preference
for purposes of the federal alternative minimum tax.  The
Partnership may also generate other taxable income for all investors
from time to time; however, such amounts are expected to be nominal.

The Partnership considers its business to include one industry
segment, investing in federally tax-exempt revenue bonds.  Financial
information regarding the Partnership is set forth in the
Partnership's financial statements in Item 8 below.

The Partnership has the right to require the issuers of the bonds to
repurchase them within approximately twelve to fifteen years after
completion of construction of the related properties.  The
Partnership anticipates holding the revenue bonds for approximately
fourteen to seventeen years; however, the Partnership may retain the
bonds for a longer period of time if market conditions so warrant.

The issuers of the revenue bonds also have the right to prepay the
bonds approximately eight to ten years after their issuance.

The Partnership's business is indirectly affected by competition to
the extent that Properties may be subject to competition from
neighboring properties.  Further information regarding competition
in the markets where the Properties are located is set forth in Item
7, "Management's Discussion and Analysis of Financial Conditions and
Results of Operations".

The Registrants have no employees.

All of the Registrants' business is conducted in the United States.

<PAGE>
ITEM 2.  PROPERTIES

The Registrants' principal offices are located at Two World Trade
Center, New York, New York 10048.  The Registrants have no other
offices.

The following table lists the revenue bonds the Partnership has
purchased and the corresponding mortgage loans and Properties:
<TABLE>
<CAPTION>
                                      Original                                     Property    Maturity
                                     Bond/Loan      Closing        Location        Occupancy   Date of
        Property                     Principal       Date        of Property       12/31/96    Bond/Loan
<S>                                <C>              <C>        <C>                 <C>         <C>
Park at Landmark1                  $ 34,650,000     3/12/87    Alexandria, VA        92%       6/1/08

Burlington Arboretum
  Apartments                         29,326,500     9/22/87    Burlington, MA        98%       9/22/11

SunBrook Apartments2                 16,325,000     12/16/87   St. Charles 
                                                                 County, MO          82%       12/1/11

Pine Club Apartments                 13,600,000     9/23/88    Orlando, FL           95%       9/1/12

Wildcreek Apartments                 11,000,000     7/16/87    Clarkston, GA         95%       7/1/11

The Township in Hampton Woods        10,800,000     11/14/88   Hampton, VA           93%       11/1/09

High Ridge Apartments                 9,900,000     12/21/87   Albuquerque, NM       98%       12/1/11

Fountain Head Apartments3             4,900,000     12/31/87   Kansas City, MO       95%       12/1/08

             Total                 $130,501,500

                     
</TABLE>
1.   The Partnership and an affiliate of the General Partner each own
     a 50% interest in the entity which owns the property.  The
     property consists of land and two high-rise buildings containing
     396 units.

2.   The Partnership and an affiliate of the General Partner each own
     a 50% interest in the entity which owns the property.  The
     property consists of land and 30 buildings containing 476 units.

3.   The Partnership and Fountain Head Partners, an unaffiliated
     party, each own a 50% interest in the entity which owns the
     property.  The property consists of land and eight buildings
     containing 112 units.

The carrying values and the terms of the revenue bonds and the
mortgage loans are described in the Notes to the financial
statements in Item 8 below.

ITEM 3.  LEGAL PROCEEDINGS 

On October 7, 1996, a First Consolidated and Amended Class Action
Complaint naming various public real estate partnerships sponsored
by Realty (including the Partnership and its Managing General
Partner), Realty, Dean Witter, Discover & Co., Dean Witter Reynolds
Inc. and others as defendants (the "Consolidated Class Action") was
filed in the Delaware Court of Chancery for New Castle County.  The
complaint alleges breach of fiduciary duty and seeks an accounting
of profits, compensatory damages in an unspecified amount, possible
liquidation of the Partnership under a receiver's supervision and
other equitable relief.  The defendants filed a motion to dismiss
the Complaint on December 10, 1996.

On or about August 27, 1996, David Johnson, an ABC Holder in the Partnership,
filed a petition in the Circuit Court of Jackson County, Missouri, at Kansas
City against the Partnership and the General Partner.  The action seeks access
to the list of ABC holders and Limited Partners in the Partnership and
unspecific damages for alleged breaches of fiduciary duty by the General
Partner in connection with the refusal to provide such list.  The Partnership
and TEMPO-GP, Inc. believe that they have good defenses in the action.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF ABC HOLDERS

No matter was submitted during the fourth quarter of the fiscal year
to a vote of ABC holders.

                                         PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S ASSIGNED BENEFIT CERTIFICATES
         AND RELATED ABC HOLDER MATTERS

An established public trading market for the ABCs does not exist,
and it is not anticipated that such a market will develop in the
future.  Accordingly, information as to the market value of an ABC
at any given date is not available.  However, the Partnership does
allow the ABC holders (the "Investors") to transfer their ABCs.

As of March 17, 1997, there were 7,934 Investors.

The Partnership is a limited partnership and, accordingly, does not
pay dividends.  It does, however, make quarterly distributions of
cash to its partners.  Pursuant to the partnership agreement,
distributable net interest income, as defined, is distributed 98% to
the Investors and 2% to the General Partner, until the Investors
have received for each year, an annual return of 9.5%.  Thereafter,
distributable net interest income will be paid 90% to the Investors
and 10% to the General Partner.  

Repayments of revenue bond principal will generally be distributed
100% to the Investors.  Payments of base and contingent interest
(see Note 4 to the financial statements in Item 8 below) on maturity
or sale of bonds will generally be distributed, first; 98% to the
Investors and 2% to the General Partner, until the Investors have
received in the aggregate $20.00 per ABC plus distributions
sufficient to provide an average cumulative noncompounded return of
9.5% per annum; and thereafter, 90% to the Investors and 10% to the
General Partner.  During the years ended December 31, 1996 and 1995,
the Partnership did not distribute any sale or financing proceeds.

During the year ended December 31, 1996, the Partnership paid cash
distributions aggregating $9,317,637 with $9,131,285 ($1.23 per ABC)
distributed to the Investors and $186,352 to the General Partner. 
During the year ended December 31, 1995, the Partnership paid cash
distributions aggregating $7,321,000 with $7,174,581 ($0.96 per ABC)
distributed to the Investors and $146,419 to the General Partner.  

On February 11, 1997, the Partnership paid the fourth quarter
distribution of $2,424,077 to the Investors ($0.325 per ABC) and
$49,441 to the General Partner.

The Partnership anticipates making regular distributions to its
partners in the future.

The sole shareholder of TEMPO-LP, Inc. is DWD.

ITEM 6.  SELECTED FINANCIAL DATA

The following sets forth a summary of selected financial data for
the Partnership:
<TABLE>
                       Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P.

                        Years ended December 31, 1996, 1995, 1994, 1993, and 1992
<CAPTION>
                                  1996          1995          1994            1993           1992    
<S>                           <C>           <C>           <C>             <C>            <C>
Total interest revenues       $  9,423,166  $  8,850,629  $  8,489,768    $  7,566,890   $  6,432,862

Net income (loss)             $  8,090,628  $  7,559,369  $  6,846,233    $(11,269,051)1 $  5,097,284

Net income (loss) per ABC            $1,06         $0.99         $0.90          $(1.48)         $0.67

Cash distributions paid
  per ABC2                           $1.23         $0.96         $0.85           $.925          $1.00

Total assets at December 31   $118,278,385  $116,437,154  $114,045,499    $109,894,827   $127,847,448
                       
</TABLE>

1.   Includes a $17.3 million loss on impairment recorded for the
     Park at Landmark and  Burlington Arboretum Apartments
     revenue bonds properties.  See Note 4 to the Financial
     Statements in Item 8.

2.   Distributions paid to the Investors include a return of capital
     per ABC of $1.23, $.96, $.85, $.925 and $.33 for the years ended
     December 31, 1996, 1995, 1994, 1993 and 1992, respectively,
     calculated as the excess of cash distributed per ABC over
     accumulated earnings per ABC not previously distributed.

The above financial data should be read in conjunction with the
financial statements and Notes in Item 8.
  
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Partnership raised $149,082,200 in a public offering of
7,454,110 ABCs which terminated in 1987.  The Registrants have no
plans to raise additional capital.

The Partnership purchased ten series of revenue bonds, the proceeds
of which funded the development of the Properties.  The
Partnership's acquisition program has been completed.  No additional
investments are planned.

Cash flow generated by the Properties is the primary source of all
payments due the Partnership under the terms of the revenue bonds,
which are collateralized by the Properties.

The Partnership's business is indirectly affected by competition to
the extent that the Properties may be subject to competition from
neighboring properties.

Continued moderate economic growth has resulted in steady demand for
apartment units during 1996, although at a slower rate than in 1995. 
In general, rental rates did not increase significantly during 1996
due to competition from new apartment projects and the relative
affordability of single-family housing.  Development of new
apartments appears to be shifting out of certain areas of the
Southwest, where building was prominent during 1995, and is
increasing in some Midwest, Northeast and West coast markets.

Based on an assessment of the projected cash flow from operations of
the Partnership's investments and anticipated future cash needs, the
Partnership determined that it could distribute a portion of its
existing cash reserves.  Accordingly, the Partnership increased the
annual cash distribution rate from 5% to 6%, beginning with the
distribution for the fourth quarter of 1995, which was paid in
February 1996, and increased it to 6.5%, beginning with the
distribution for the third quarter of 1996, which was paid in
November 1996.

The revenue bonds and the related mortgage loans and properties are
described in Note 4 to the financial statements in Item 8.  The
payment status of each revenue bond is as follows:

Cash flow from the Burlington Arboretum Apartments, Wildcreek
Apartments, Pine Club Apartments, Township in Hampton Woods and High
Ridge Apartments properties enabled their owners to pay debt service
in 1996 at effective interest rates of 7.84%, 8.20%, 8.02%, 9.82%
and 8.28%, respectively in 1996 (compared to effective rates in 1995
of 6.54%, 7.50%, 9.18% and 8.30%).  These payment rates exceeded the
minimum interest rates required on the respective loans.  Such
excess payments were applied to base interest due under the
respective loans.  In 1997, each of the properties is expected to
operate at a cash flow surplus after payment of minimum debt service
and, therefore, should be able to continue to pay a portion of base
interest in 1997.  The owner of the Township in Hampton Woods
property has notified the Partnership that it will prepay the bond
in June 1997.  If the bond is prepaid and the proceeds distributed
to investors, future interest revenue, cash flow from operations and
cash available for distribution will decrease.

During 1996, the Fountain Head property, owned 50% each by the
Partnership and Fountain Head Partners, an unaffiliated party,
operated at approximately breakeven on a cash flow basis (after
required minimum debt service and additions to replacement reserves)
and the General Partner expects that it will continue to do so in
1997.  As of December 31, 1996, Fountain Head Partners has a
remaining commitment to fund property operating deficits of
approximately $26,500 secured by a letter of credit in favor of the
Partnership.  In 1996, the Partnership and Fountainhead Partners
each contributed $15,000 to fund prior year deficits.

All of the cash flow generated by the SunBrook property (which is
partly owned by the Partnership) is paid to the Partnership.  The
property operated at a modest cash flow surplus in 1996 and the
owner was able to pay its minimum debt service.  Cash flow from the
property is expected to be sufficient to fully pay minimum debt
service for 1997.  

All of the cash flow generated by the Park at Landmark property
(which is partly owned by the Partnership) is paid to the
Partnership.  During 1996, the Partnership received $1,761,924 from
the property; this amount was less than required minimum debt
service by $836,826.  The Partnership believes that cash flow from
the property will not be sufficient to fully pay minimum debt
service for the next several years.

The increase in accrued interest receivable at December 31, 1996
compared to 1995 represents interest on the Park at Landmark bond
which was received in January 1997.

On February 11, 1997, the Partnership paid the fourth quarter cash
distribution of $2,424,077 to the Investors ($0.325 per ABC) and
$49,441 to the General Partner.  
     
Except as discussed above and in the financial statements, the
General Partner is not aware of any trends or events, commitments or
uncertainties that may have a material impact on liquidity.

In June 1996, the Internal Revenue Service published final
regulations with respect to the modification of debt instruments. 
these regulations, which have an effective date of September 24,
1996, limit the type and extent of direct, indirect and implied
modifications that can be made by a bond holder with respect to the
terms of the revenue bonds without adversely affecting the tax-
exempt status of the revenue bonds.  The Partnership is in the
process of determining what actions, if any, should be taken with
respect to certain of the revenue bonds held by the Partnership
which may be subject to the provisions of these regulations.
Operations

Fluctuations in the Partnership's operating results for the years
ended December 31, 1996 compared to 1995 and 1995 compared to 1994
are primarily attributable to the following:

Interest income from revenue bonds increased in 1996 compared to
1995 by $582,306; no individual revenue bond accounted for a
significant portion of the increase.  The increase in 1995 compared
to 1994 was primarily due to an increase in interest received from
the Park at Landmark property.

The increases in equity in losses of property-owning investees from
1994 to 1995 and 1995 to 1996 were not significant.

The decrease in interest income from short-term investments in 1996
compared to 1995 was not significant.  Interest income from short-
term investments increased in 1995 vs. 1994 primarily due to higher
average balances and higher average rates in 1995.

The decrease in general and administrative expense in 1996 compared
to 1995 was not significant.  General and administrative expenses
decreased in 1995 compared to 1994 primarily due to the absence in
1995 of debt restructuring costs.

A summary of the markets in which the Properties are located is as
follows:

Burlington Arboretum Apartments, located in Burlington, MA, a suburb
of Boston, is in a market which has remained strong in 1996 with a
current vacancy rate of 5%.  During 1996, occupancy at the property
was 98%.  The owner raised rental rates at the property by a total
of approximately 15% during 1996.  The General Partner also expects
rental rates to increase in 1997.

The Park at Landmark property, located in Alexandria, VA, continues
to operate in a competitive market experiencing a vacancy rate of
10%.  The property offered rental concessions and free rent to
compete with surrounding properties and to attract new tenants. 
During 1996, occupancy at the property increased slightly from 91%
to 92%.

Pine Club Apartments, located in Orlando, FL, operates in a market
with a current vacancy rate of approximately 6%.  The market
continues to strengthen due to strong employment growth in the
Orlando area.  During 1996, occupancy at the property increased from
93% to 95% and the owner was able to increase rental rates by
approximately 7%.  Several new high-end luxury complexes were
completed in 1996 and have been substantially absorbed in the
market.  Pine Club has competed effectively in the marketplace and
anticipates increasing rents in 1997.

SunBrook Apartments, located in St. Charles County, MO, a suburb of
St. Louis, is in a market currently experiencing a 2% vacancy rate. 
Corporate rentals remained stable in 1996 as the growth of corporate
employment from the St. Louis area improved, creating demand for
furnished apartments at the property.  The property increased rental
rates in 1996 by approximately 7% for six to twelve month leases and
approximately 40% for fees charged in addition to the rent on month-
to-month leases.  Rent increases are also projected in 1997.  During
1996, average occupancy at the property was 82% compared to 85% in
1995.

Wildcreek Apartments is located in Clarkston, GA, a suburb of
Atlanta.  This market, with a current vacancy rate of approximately
5%, has stabilized as single family home sales have increased. 
During 1996, occupancy at the property decreased from 97% to 95%. 
Rental rates at the property increased minimally in 1996 and are not
projected to increase in 1997.  There is little new apartment
construction in this sub-market although construction is ongoing in
the surrounding Atlanta area.

The Township in Hampton Woods property, located in Hampton, VA,
operates in a market which is primarily dependent on the defense
industry.  This market continues to remain stable with a vacancy
rate of approximately 7%.  During 1996, occupancy at the property
remained at 93%.  The owner raised rental rates by approximately 3%
in 1996 and further increases are planned for 1997.  New apartment
construction and completed units in the area may impact the property
in the future.

High Ridge Apartments, located in Albuquerque, NM, operates in a
weakening market experiencing a current vacancy rate of 7%. 
Competing apartment buildings continue to offer rental concessions
to attract new tenants to offset the effect of affordability of
single-family homes, but High Ridge has offered only minimal
concessions.  New construction in the market may adversely impact
the property in 1997.  Occupancy at the property remained at 98%
during 1996 and the owner was able to raise rental rates.

Fountain Head Apartments, located in Kansas City, MO, operates in a
market with a vacancy rate of 5%.  During 1996, occupancy decreased
from 98% to 95%.  New apartment units are under construction or have
been completed in 1996 which are not expected to adversely affect
the property.  Rental rates increased moderately in 1996 and
additional increases are planned for 1997.

Inflation

Inflation has been consistently low during the periods presented in
the financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

                                          INDEX

(a) Financial Statements

Independent Auditors' Report                                                   
Balance Sheets at December 31, 1996 and 1995                                
Statements of Operations for the years ended                                 
  December 31, 1996, 1995 and 1994                                          
Statements of Partners' Capital for the years ended 
  December 31, 1996, 1995 and 1994                                         
Statements of Cash Flows for the years ended 
  December 31, 1996, 1995 and 1994                                           
Notes to Financial Statements                                            



                                     TEMPO-LP, INC.

Independent Auditors' Report                                               
Balance Sheets at December 31, 1996 and 1995                              
Note to Balance Sheets                                                   















All schedules other than those indicated above have been omitted
because either the required information is not applicable or the
information is shown in the financial statements or notes thereto.<PAGE>


Independent Auditors' Report





To The Partners of
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP 


We have audited the accompanying balance sheets of Dean
Witter/Coldwell Banker Tax Exempt Mortgage Fund, LP (the
"Partnership") as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital, and cash flows for each
of the three years in the period ended December 31, 1996.  These
financial statements are the responsibility of the Partnership's
management.  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 management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of Dean Witter/Coldwell
Banker Tax Exempt Mortgage Fund, LP as of 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.  

                                           /s/Deloitte & Touche LLP
                                           DELOITTE & TOUCHE LLP



March 26, 1997
New York, New York<PAGE>
<TABLE>
                       DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

                                             BALANCE SHEETS

                                       December 31, 1996 and 1995
<CAPTION>
                                                        1996            1995    

                                         ASSETS
<S>                                                 <C>             <C>
Cash and cash equivalents                           $  4,743,191    $  5,255,586

Investments in revenue bonds (Note 4)                110,696,721     108,635,226

Deferred bond selection fees, net                      1,048,032       1,261,006

Escrowed funds                                           774,756         741,613

Accrued interest receivable                            1,015,685    $    543,723

                                                    $118,278,385    $116,437,154


                            LIABILITIES AND PARTNERS' CAPITAL

Excess of equity in losses of property-owning
  investees over investments therein 
  (Note 5)                                          $  6,098,642    $  5,135,109

Accounts payable and other liabilities                   908,516         865,304
                                                       7,007,158       6,000,413

Partners' capital:
  Net unrealized gain on revenue bonds
    available for sale (Note 2)                        2,774,632         713,137
  General Partner                                       (647,230)       (622,691)
  Limited Partner Assigned Benefit Certificates
    (7,454,110 ABCs outstanding)                     109,143,825     110,346,295
  Total Partners' capital                            111,271,227     110,436,741

                                                    $118,278,385    $116,437,154











                                                 


                     See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
               DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

                                STATEMENTS OF OPERATIONS

                      Years ended December 31, 1996, 1995 and 1994
<CAPTION>                                        

                                           1996           1995            1994  
<S>                                     <C>            <C>            <C>
Interest income:
  Revenue bonds                         $9,265,615     $8,683,309     $8,426,095
  Short-term investments                   157,551        167,320         63,673

                                         9,423,166      8,850,629      8,489,768

Equity in losses of property-owning
  investees                                978,533        926,852        907,886

Expenses:
  General and administrative               354,005        364,408        735,649

Net income                              $8,090,628     $7,559,369     $6,846,233

Net income allocated to:
  Limited partner                       $7,928,815     $7,408,182     $6,709,308
  General partner                          161,813        151,187        136,925

                                        $8,090,628     $7,559,369     $6,846,233

Net income per Assigned
  Benefit Certificate                   $     1.06     $      .99     $      .90 






















                     See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
               DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

                             STATEMENTS OF PARTNERS' CAPITAL

                      Years ended December 31, 1996, 1995 and 1994
<CAPTION> 

                                                                        Net
                                                                     Unrealized
                                                                    Gain (loss)
                                       Limited         General       on Revenue     
                                       Partner         Partner          Bonds           Total   

<S>                                 <C>              <C>            <C>             <C>
Partners' capital (deficit) at
  December 31, 1993                 $109,739,380     $(635,078)                     $109,104,302

Cumulative effect through
  January 1, 1994 of accounting
  change (Note 2)                                                   $(2,922,089)      (2,922,089)

Net income                             6,709,308       136,925                         6,846,233

Cash distributions                    (6,335,994)     (129,306)                       (6,465,300)

Net change in fair value of revenue
  bonds available for sale                                            2,374,117        2,374,117

Partners' capital (deficit) at
  December 31, 1994                  110,112,694      (627,459)        (547,972)     108,937,263

Net income                             7,408,182       151,187                         7,559,369

Cash distributions                    (7,174,581)     (146,419)                       (7,321,000)

Net change in fair value of revenue
  bonds available for sale                                            1,261,109        1,261,109

Partners' capital (deficit) at
  December 31, 1995                  110,346,295      (622,691)         713,137      110,436,741

Net income                             7,928,815       161,813                         8,090,628

Cash distributions                    (9,131,285)     (186,352)                       (9,317,637)

Net change in fair value of revenue
  bonds available for sale                                            2,061,495        2,061,495

Partners' capital (deficit) at
  December 31, 1996                 $109,143,825     $(647,230)     $ 2,774,632     $111,271,227






                             See accompanying notes to financial statements.
/TABLE
<PAGE>
<TABLE>
                     DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

                                        STATEMENTS OF CASH FLOWS

                              Years ended December 31, 1996, 1995 and 1994
<CAPTION>

                                                           1996            1995            1994   
<S>                                                    <C>             <C>             <C>
Cash flows from operating activities:
 Net income                                            $ 8,090,628     $ 7,559,369     $ 6,846,233
 Adjustments to reconcile net income to net
   cash provided by operating activities:
     Equity in losses of property-owning 
       investees                                           978,533         926,852         907,886
     Amortization of deferred bond selection fee           212,974         212,974         212,974
     (Increase) decrease in accrued interest
       receivable                                         (471,962)        189,289        (199,655)
     Increase in escrowed funds                            (33,143)        (13,969)       (129,796)
     Increase (decrease) in accounts payable and
       other liabilities                                    43,212         (92,234)        167,013

       Net cash provided operating activities            8,820,242       8,782,281       7,804,655



Cash flows (used in) provided by investing activities:
 Investment in property-owning investees                   (15,000)         57,559        (388,047)



Cash flows from financing activities:
 Cash distributions                                     (9,317,637)     (7,321,000)     (6,465,300)
 Other assets                                                -               -             168,750

       Net cash used in financing activities            (9,317,637)     (7,321,000)     (6,296,550)

Increase (decrease) in cash and cash equivalents          (512,395)      1,518,840       1,120,058

Cash and cash equivalents at beginning of year           5,255,586       3,736,746       2,616,688

Cash and cash equivalents at end of year               $ 4,743,191     $ 5,255,586     $ 3,736,746

   











                             See accompanying notes to financial statements.
/TABLE
<PAGE>
           DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

                              NOTES TO FINANCIAL STATEMENTS

                            December 31, 1996, 1995 and 1994

1.  The Partnership

Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership") is a limited partnership organized under the laws of
the State of Delaware in 1986.  The Partnership is managed by TEMPO-
GP Inc. (the "General Partner"), a subsidiary of Dean Witter,
Discover & Co. ("DWD"). 

In 1986, the Partnership sold 7,454,110 units of Assigned Benefit
Certificates ("ABCs") for $149,082,200.  The holders of ABC's (the
"Investors") were assigned limited partnership interests in the
Partnership by Tempo-LP Inc. (the "Limited Partner").  Tempo-LP Inc.
is a wholly-owned subsidiary of DWD and the sole limited partner in
the Partnership.  No additional ABCs will be sold.  

The proceeds from the offering were used to purchase federally tax-
exempt revenue bonds issued by various state or local governments or
their agencies or authorities.  The proceeds of the bonds were used
to fund mortgage loans to finance the construction and/or ownership
of income-producing multi-family residential properties.  Each of
the revenue bonds is secured by the real property financed by the
related mortgage loan.

2.  Summary of Significant Accounting Policies

The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.  The
preparation of 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 and disclosure of contingent 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.

The Partnership accounts for its investments in revenue bonds as
investments in debt securities available for sale under the
provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115") effective January 1, 1994.  The Partnership does not
intend to sell the revenue bonds but, because the Partnership has
the right to, and expects to require the revenue bond issuers to
repurchase the bonds prior to their maturity, SFAS 115 requires the
Partnership to classify these investments as "available for sale,"
carried at estimated fair value, with unrealized gains and losses
reported in a separate component of partners' capital.  These
unrealized gains and losses do not affect the cash flow generated
from property operations, distributions to Investors, the
characterization of the tax-exempt income stream or the financial
obligations under the revenue bonds.  The cumulative effect of
adopting this accounting was a decrease in partners' capital at
January 1, 1994 of approximately $2,922,089 due to unrealized
holding losses.

The Partnership periodically evaluates each revenue bond to
determine whether a decline in fair value below the bond's cost
basis is other-than-temporary.  Such a decline is considered to be
other-than-temporary if, based on current information and events, it
is probable that the Partnership will be unable to collect all
amounts due according to the existing contractual terms of the
bonds.  If a decline is judged to be other-than-temporary, the cost
basis of the bond is written down to its estimated fair value, with
the amount of the writedown accounted for as a realized loss.

Because the revenue bonds are not readily marketable, the
Partnership estimates the fair value of each bond as the present
value of its expected cash flows using a rate of interest for
similar investments taking into account the estimated value of the
underlying real estate collateral.  The process of determining the
fair value of the revenue bonds is based upon projections of future
economic events affecting the real estate collateralizing the bonds
such as property occupancy rates, rental rates, operating cost
inflation, market capitalization rates, and upon market interest
rates; therefore, amounts ultimately collected from the revenue
bonds may differ materially from their carrying values.  The cash
flows used in this process are based on good faith estimates and
assumptions developed by the Managing General Partner. 
Unanticipated events and circumstances may occur and some
assumptions may not materialize; therefore, actual results may vary
from the estimates and the variance may be material.
  
The partnership acquired ownership interests in certain properties
collateralizing the bonds because the owners of such properties
defaulted on the bonds.  These interests are accounted for on the
equity method.  At the date of acquisition of these ownership
interests, the Partnership adjusted the carrying value of the
related revenue bonds to the estimated fair value of the property if
such amount was lower than the book value of the bonds.  See Note 5.

Cash and cash equivalents are carried at cost which approximates
market and consist of cash and highly liquid investments with
maturities, when purchased, of three months or less. 

Bond selection fees paid to the General Partner were deferred and
allocated to individual investments purchased based on the relative
initial cost of the investments.  The fees are amortized over the
expected life of the related investments, and amortization expense
is netted against interest income from the investments.
Escrowed funds represent escrow payments by borrowers primarily for
real estate taxes, insurance and replacement reserves for four of
the Properties.

Net income per ABC is calculated by dividing net income allocated to
the Investors, in accordance with the Partnership Agreement, by the
number of ABCs outstanding.

No provision for income taxes has been made in the financial
statements, since any liability for such taxes is that of the
Investors rather than the Partnership.

The accounting policies used for tax reporting purposes differ from
those used for financial reporting as follows: (a) the Partnership's
initial offering costs are capitalized, (b) its unrealized gains and
losses to adjust revenue bonds to fair value, losses on other-than-
temporary impairment and provisions for uncollectible interest will
not be recognized until realized and (c) the equity method is not
used to account for the Partnership's investments in property-owning
entities.  The tax basis of the Partnership's assets and liabilities
is approximately $44.6 million higher than the amounts reported for
financial statement purposes.

In June 1996, the Internal Revenue Service published final
regulations with respect to the modification of debt instruments. 
These regulations, which had an effective date of September 24,
1996, limit the type and extent of direct, indirect and implied
modifications that can be made by a bond holder with respect to the
terms of the revenue bonds without adversely affecting the tax-
exempt status of the revenue bonds.  the Partnership is in the
process of determining what actions, if any, should be taken with
respect to certain of the revenue bonds held by the Partnership
which may be subject to the provisions of these regulations.

3.  Partnership Agreement

The Partnership Agreement provides that, for any given year,
distributable net interest income, as defined, is paid 98% to the
Investors and 2% to the General Partner, until the Investors have
received an annual return of 9.5% for that year.  Thereafter,
distributable net interest income will be paid 90% to the Investors
and 10% to the General Partner. 

Repayments of revenue bond principal will generally be distributed
100% to the Investors.  Payments of base and contingent interest
(see Note 4) on maturity or sale of the bond will generally be
distributed, first; 98% to the Investors and 2% to the General
Partner, until the Investors have received, in the aggregate, $20.00
per ABC plus distributions sufficient to provide an average
cumulative noncompounded return of 9.5% per annum; and thereafter,
90% to the Investors and 10% to the General Partner.  

Distributions paid to the Investors include returns of capital per
ABC of $1.23, $.96 and $.85 for the years ended December 31, 1996,
1995 and 1994, calculated as the excess of cash distributed per ABC
over accumulated earnings per ABC not previously distributed.

4.  Investment in Revenue Bonds

At December 31, 1996, the investment in revenue bonds consisted of
the following:
<TABLE>
<CAPTION>
                                                       Par       Carrying    Minimum      Base
                         Location                     Value       Value      Interest   Interest
  Revenue Bond         of Property       Maturity     ($000)     ($000)        Rate       Rate  
<S>                   <C>                <C>         <C>        <C>          <C>        <C>
Burlington 
  Arboretum           Burlington, MA     9/22/11     $ 29,326   $ 28,625     5.35%      9.00%

Park at 
  Landmark            Alexandria, VA     6/1/08        34,650     17,903     7.50       9.50

Pine Club 
  Apartments          Orlando, FL        9/1/12        13,600     13,410     7.50       9.50

SunBrook 
  Apartments          St. Charles 
                        County, MO       12/1/11       16,325     14,559     7.25       9.25
Wildcreek 
  Apartments          Clarkston, GA      7/1/11        11,000     11,780     7.50       9.50

The Township in 
  Hampton 
  Woods               Hampton, VA        11/1/09       10,800     10,800     8.50       12.00

High Ridge            
  Apartments          Albuquerque, NM    12/1/11        9,900      9,086     7.25       9.25

Fountain Head 
  Apartments          Kansas City, MO    12/1/08        4,900      4,534     7.25       9.25

                                                     $130,501   $110,697
</TABLE>
The amortized cost basis of the revenue bonds was $107,922,089 at
December 31, 1996 and 1995.  Net unrealized gain on revenue bonds
consisted of gross unrealized gains and losses of $7,498,238 and
$4,723,606, respectively at December 31, 1996 and $3,152,980 and
$2,439,843, respectively, at December 31, 1995.

General description of bonds

The terms of each revenue bond mirror the terms of the mortgage loan
funded with proceeds from its issuance.  The revenue bonds are
collateralized by first mortgages on the underlying projects, and
are non-recourse with respect to the issuers of the bonds.

Each bond bears interest at a rate which is comprised of three
components: a minimum rate, a base rate, and a contingent rate.
The minimum interest rate is the contractual rate each borrower must
pay to avoid default.  If a property generates cash flow from
operations after payment of interest at the minimum rate, interest
is payable at the base rate.  Otherwise, interest at the base rate
will be payable at maturity of the bonds, or from proceeds from the
sale or refinancing of the property.  

The Partnership may also earn contingent interest, the amount of
which is based on the cash flow and sale or refinancing proceeds
from the underlying Properties.  Such interest, combined with the
stated interest rates, may not exceed 16% (14% for the Burlington
Arboretum bond).  

There can be no assurance that the Partnership will be able to
collect any or all base or contingent interest provided for under
the revenue bonds.  Interest income above the minimum rate is
recorded only when the Partnership is paid such interest in cash.

The principal of each revenue bond is payable in a lump sum at
maturity.

The Partnership has the right to require the issuers of the bonds to
repurchase them within approximately twelve to fifteen years after
completion of construction of the related properties.  The
Partnership anticipates holding the revenue bonds for approximately
fourteen to seventeen years from inception; however, the Partnership
may retain these bonds for a longer period of time if market
conditions so warrant.

The issuers of the bonds also have the right to prepay the bonds
approximately eight to ten years after their issuance.

Park at Landmark

The Partnership recorded provisions for uncollectible interest of
$836,826, $773,447 and $1,074,591 in 1996, 1995 and 1994,
respectively, which amounts approximate accrued but unpaid interest
on the revenue bond.  These amounts are recorded as a reduction of
interest income from revenue bonds.  

<PAGE>
Summarized financial information for Landmark Acquisition Corp. is
as follows (in thousands):
<TABLE>
<CAPTION>
                                                           December 31,     
                                                         1996           1995  
<S>                                                   <C>             <C>
Land, building and improvements, net                  $ 16,212        $ 16,658
Other assets                                               678             220

 Total assets                                         $ 16,890        $ 16,878

Long-term debt and accrued interest                   $ 44,349        $ 42,810
Other liabilities                                           63             129
Total liabilities                                       44,412          42,939

Capital deficiency                                     (27,522)        (26,061)

 Total liabilities and capital deficiency             $ 16,890        $ 16,878


                                                          Years ended December 31,  
                                                         1996        1995        1994 

Revenues:                                             $ 3,397      $ 3,488     $ 3,297

Operating expenses                                      1,529        1,464       1,749
Interest expense                                        2,830        2,828       2,828
Depreciation                                              499          497         492
                                                        4,858        4,789       5,069

Net loss                                              $(1,461)     $(1,301)    $(1,772)
</TABLE>

In 1990, the Partnership acquired an interest in Landmark
Acquisition Corp. See Note 5.

SunBrook Apartments

In 1995, the Partnership recorded a provision for uncollectible
interest of $40,214.  In 1996 and 1994, the Partnership received
approximately $4,000 and $42,000 more than required minimum debt
service, respectively.

<PAGE>
Summarized financial information for DWR SB Partnership ("DWR SB"),
the entity which owns the Sunbrook property, is as follows (in
thousands):
<TABLE>
<CAPTION>
                                                          December 31,   
                                                         1996        1995  
<S>                                                   <C>          <C>
Land, building and improvements, net                  $11,845      $ 12,106
Other assets                                              312           171

 Total assets                                         $12,157      $ 12,277

Long-term debt and accrued interest                   $17,273      $ 17,171
Other liabilities                                          96            77
 Total liabilities                                     17,369        17,248

Capital deficiency                                     (5,212)       (4,971)

 Total liabilities and capital deficiency             $12,157      $ 12,277


                                                        Years ended December 31,
                                                         1996        1995     1994 

Revenues                                              $2,139       $2,040   $2,071
Other income                                             407          335      212
                                                       2,546        2,375    2,283

Operating expenses                                     1,122        1,015    1,057
Interest expense                                       1,184        1,184    1,184
Depreciation                                             481          427      416
                                                       2,787        2,626    2,657

Net loss                                              $ (241)      $ (251)  $ (374)
</TABLE>

In 1992, the Partnership acquired an interest in DWR SB.  See Note
5.

Burlington Arboretum Apartments

Burlington Arboretum Apartments, consisting of land and 312
apartments in 16 buildings, is owned by Burlington Arboretum Limited
Partnership ("the "Owner").  On May 6, 1993, the general partner of
the Owner was replaced; the new general partner committed a
substantial amount of new capital, and the Partnership agreed to
attempt to modify the revenue bond and related mortgage loan. 
However, the new general partner did not pay certain taxes and other
liabilities incurred prior to May 6, 1993 and, in February 1994, the
City of Burlington placed a lien on the property.   This lien
represented an event of default on the revenue bond.

In March 1994, the Owner did not pay all of its minimum debt service
and required reserve payments; in response, the Partnership sent the
Owner a notice of default.  Pursuant to a settlement between the
Partnership and the Owner, in April 1994, the Owner cured the
defaults by paying the March debt service shortfall and an
additional $105,000 to the Partnership.  The Partnership then paid
all past due taxes on behalf of the Owner, and the tax lien was
removed.

The debt was modified, effective with the September 1, 1994 payment. 
The minimum interest rate was reduced from 7.25% to 5.35%, the
earliest call date was extended to 2006, and the requirement for an
operating deficit guaranty was eliminated.  The base interest rate
was unchanged, so the Partnership expects to continue to receive all
of the cash flow from the property as interest.

The Partnership incurred costs of approximately $255,000 to remove
the tax lien and modify the debt; these costs were included in
general and administrative expenses in 1994.

Summarized financial information for the Burlington Arboretum
Limited Partnership is as follows (in thousands):
<TABLE>
<CAPTION>
                                                          December 31,     
                                                         1996         1995  
<S>                                                   <C>           <C>
Land, building and improvements, net                  $25,238       $ 25,994
Other assets                                            1,511          1,475

 Total assets                                         $26,749       $ 27,469

Long-term debt and accrued interest                   $32,191       $ 31,504
Other liabilities                                         429            936
 Total liabilities                                     32,620         32,440

Capital deficiency                                     (5,871)        (4,971)

 Total liabilities and capital deficiency             $26,749       $ 27,469

                                                        Years ended December 31,  
                                                        1996         1995       1994 

Revenues                                              $4,030       $3,655     $3,470
Other income                                              57           46         43
                                                       4,087        3,701      3,513

Operating expenses                                     1,595        1,492      1,178
Interest expense                                       2,519        1,981      1,996
Depreciation and amortization                            873          884        886
                                                       4,987        4,357      4,060

Net loss                                              $ (900)      $ (656)    $ (547)
</TABLE>

Wildcreek Apartments

In 1996, Wildcreek paid the required minimum debt service and
reserve payments in full and paid a portion of base interest.  At
December 31, 1995, the Partnership held approximately $265,000 as
security for the bond.  In 1996, the property met the requirements
for release of the security. 


Pine Club Apartments

In 1996 and 1995, Pine Club Apartments paid minimum debt service,
and in 1996 paid a portion of base interest as well.  The borrower
provided a $500,000 letter of credit and a $250,000 guaranty by the
owner/borrowers' partners as additional security for the bond.  The
guaranty is secured by a special limited partnership interest in
Phase II of the development (in which the Partnership had no prior
financial interest), and certain of the developer's fees from such
development.  The General Partner has a 6% special limited
partnership interest in the Phase II development.  During 1996, the
property satisfied the conditions necessary for release of the
letter of credit.

Township in Hampton Woods

In July 1995, the Partnership was notified that the owner of the
property, American First REIT Inc. ("AFREIT"), was merged into Mid-
America Apartment Communities, Inc. REIT, without the Partnership's
consent.  This represented a loan default, and a notice of default
was sent to AFREIT.  In December 1995, the Partnership negotiated a
settlement with Mid-America in which Mid-America agreed to pay
$108,000 in additional contingent interest (which was received in
January 1996) and the first allowable loan prepayment date was
extended to June 1997.  The Partnership has been notified by AFREIT
that it will prepay the loan in June 1997.

5.  Investments in Property-Owning Investees

Park at Landmark

As a result of a default by the owner of the Park at Landmark
property, in 1990, the Partnership and an affiliate of the General
Partner each acquired a 50% ownership interest in Landmark
Acquisition Corp.  The Partnership also drew $1,000,000 against the
letter of credit which the borrower had provided as additional
security, and applied the funds against the principal of the bond. 
The Partnership receives all of the cash flow from the property,
which consists of land and 396 apartments in two high-rise
buildings.

The Partnership includes in its equity in losses of property-owning
investees 100% of Landmark Acquisition Corp.'s operating results
because substantially all of the cash flow and other economic
benefits (if any) from this entity are expected to accrue to the
Partnership.


SunBrook Apartments

SunBrook Apartments was acquired by DWR SB, a partnership owned 50%
by the Partnership and 50% by an affiliate of the General Partner,
as part of a bankruptcy settlement in May 1992.  The Partnership
receives all of the cash flow from the property, which consists of
land and 476 apartments in 30 buildings.

The Partnership includes in its equity in losses of property-owning
investees 100% of DWR SB's operating results because substantially
all of the cash flow and other economic benefits (if any) from this
entity are expected to accrue to the Partnership.

Fountain Head Apartments

Fountain Head Apartments, consisting of land and 112 apartments in
eight buildings, are owned by Fountain Head Acquisition Corp., which
is owned 50% each by the Partnership and Fountain Head Partners, an
unaffiliated party.  The Partnership accounts for its investment on
the equity method.

Pursuant to an agreement among the owners, through December 31,
1996, the Partnership had advanced $90,000 and Fountain Head
Partners had advanced $65,000 to Fountain Head Acquisition Corp to
fund cash flow deficits.  As of December 31, 1996, Fountain Head
Partners is obligated to fund an additional $26,500 of deficiencies,
if necessary.

Fountain Head Partners did not pay its share of certain necessary
building improvement costs totalling $271,000 in 1994; the
Partnership paid these costs.  The Partnership and Fountain Head
Partners had an arbitration hearing in which the Partnership sought
50% reimbursement from Fountain Head Partners; the arbitrators
denied the Partnership's request for immediate reimbursement, but
permitted the Partnership to recover approximately $85,000 of the
total cost of the improvements from the property's replacement
reserve, and the remainder from the cash flow from the property
before any distributions are paid to the owners.

6.  Related Party Transactions

An affiliate of the General Partner performs bond servicing and
administrative functions, processes investor transactions and
prepares tax information for the Partnership.  The Partnership
incurred approximately $516,000 in each of 1996, 1995 and 1994 for
these services.  As of December 31, 1996, the affiliate was owed
approximately $16,000 for these services.

Another affiliate of the General Partner earned fees of $101,844,
$104,635 and $99,512 for the management of the Park at Landmark
property during 1996, 1995 and 1994, respectively.  As of December
31, 1996, the affiliate was owed approximately $34,000.
7.  Litigation

On October 7, 1996, a class action lawsuit naming various public
real estate partnerships sponsored by Realty (including the
Partnership and its Managing General Partner), Realty, Dean Witter,
Discover & Co., Dean Witter Reynolds Inc. and others as defendants
was filed in the Delaware Court of Chancery for New Castle County. 
The complaint alleges breach of fiduciary duty and seeks an
accounting of profits, compensatory damages in an unspecified
amount, possible liquidation of the Partnership under a receiver's
supervision and other equitable relief.  The defendants filed a
motion to dismiss the complaint on December 10, 1996.  It is
impossible to predict the effect, if any, the outcome this action
might have on the Partnership's financial statements.

On or about August 27, 1996, an ABC Holder in the Partnership, filed a
petition against the Partnership and the General Partner.  The action seeks
access to the list of ABC holders and Limited Partners in the Partnership and
unspecified damages for alleged breaches of fiduciary duty by the General
Partner in connection with the refusal to provide such list.  The Partnership
and the General Partner believe that they have good defenses in the action.

8.  Cash Distribution

On February 11, 1997, the Partnership paid a cash distribution of
$2,424,077 to the Investors ($0.325 per ABC) and $49,441 to the
General Partner.
<PAGE>

Independent Auditors' Report





To the Board of Directors and 
  Stockholders of TEMPO-LP, Inc.:



We have audited the accompanying balance sheets of TEMPO-LP, Inc.
(the "Company") as of December 31, 1996 and 1995.  These financial
statements are the responsibility of the Company's management.  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
balance sheets are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheets.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such balance sheets present fairly, in all material
respects, the financial position of TEMPO-LP, Inc. as of  December
31, 1996 and 1995, in conformity with generally accepted accounting
principles.  

                                         /s/Deloitte & Touche LLP
                                            DELOITTE & TOUCHE LLP












March 26, 1997
New York, New York
<PAGE>
<TABLE>
                                             TEMPO-LP, INC.

                                             BALANCE SHEETS

                               December 31, 1996 and 1995
<CAPTION>



     ASSETS                                            1996           1995  
<S>                                                  <C>            <C>
Cash                                                 $  900         $  900

Investment in Partnership, at cost                      100            100

                                                     $1,000         $1,000


     STOCKHOLDERS' EQUITY

Common stock, $1 par value, 1,000 
  shares authorized and outstanding                  $1,000         $1,000



























                                 See accompanying note. 
/TABLE
<PAGE>
                            TEMPO-LP, INC.

                                 NOTE TO BALANCE SHEETS

                               December 31, 1996 and 1995



1.  Organization

TEMPO-LP, Inc. (the "Corporation"), was formed in April 1986 to be
the limited partner of the Dean Witter/Coldwell Banker Tax Exempt
Mortgage Fund, L.P. (the "Partnership").  The Partnership issued
limited partnership interests to the Corporation, which in turn
assigned those limited partnership interests to investors. 
Investors received assigned benefit certificates to represent the
limited partnership interests assigned to them.  The Corporation has
had no activity since assignment of the limited partnership
interests in 1986.

The Corporation's capital stock is owned by Dean Witter, Discover &
Co. 

     <PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURES

None.

                                        PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

The Partnership is a limited partnership which has no directors or
executive officers.

The directors and executive officers of both the General Partner and
Limited Partner are as follows:

     Name                               Position

     William B. Smith                   Chairman of the Board of Directors
     E. Davisson Hardman, Jr.           President and Director
     Lawrence Volpe                     Controller and Director
     Ronald T. Carman                   Secretary and Director

All of the directors have been elected to serve until the next
annual meeting of the shareholder of the General Partner and Limited
Partner or until their successors are elected and qualify.  Each of
the executive officers has been elected to serve until his successor
is elected and qualifies.

William B. Smith, age 53, is a Managing Director of Dean Witter
Realty Inc. and has been with Dean Witter Realty Inc. since 1982.  
He is an Executive Vice President of Dean Witter Reynolds Inc.

E. Davisson Hardman, Jr., age 47, is a Managing Director of Dean
Witter Realty Inc. and has been with Dean Witter Realty Inc. since
1982.  

Lawrence Volpe, age 49, is a Director and the Controller of Dean
Witter Realty Inc.  He is a Senior Vice President and Controller of
Dean Witter Reynolds Inc., which he joined in 1983.

Ronald T. Carman, age 45, is a Director and the Secretary of Dean
Witter Realty Inc.  He is a Senior Vice President and Associate
General Counsel of Dean Witter, Discover & Co. and of Dean Witter
Reynolds Inc., which he joined in 1984.

There is no family relationship among any of the foregoing persons.

ITEM 11.  EXECUTIVE COMPENSATION

The General Partner is entitled to receive a share of cash
distributions, when and as cash distributions are made to the
Limited Partner, and a share of taxable income or tax loss, if any. 
Descriptions of such distributions and allocations are in Item 5
above.  The General Partner received cash distributions of $186,352,
$146,419 and $129,306 during the years ended December 31, 1996, 1995
and 1994, respectively.

All of the distributions to the Limited Partner are assigned and
paid to the Investors.

Certain affiliates of the General Partner were paid certain fees and
reimbursed for certain expenses.  Information concerning such fees
and reimbursements is contained in Note 6 to the financial
statements in Item 8 above.

The directors and officers of the General Partner and the Limited
Partner received no remuneration from the Partnership.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

     (a)  No person is known to the Partnership to be the beneficial
owner of more than five percent of the ABCs.

     (b)  The executive officers and directors of the General Partner
and the Limited Partner do not own any ABCs as of March 17, 1997.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The General Partner's share of cash distributions and income or loss
is described in Item 5 above.

All of the outstanding shares of common stock of the General Partner
and the Limited Partner are owned by Dean Witter, Discover & Co.
Additional information with respect to the directors and executive
officers and compensation of the General Partner and Limited Partner
is contained in Items 10 and 11 above.

The General Partner and its affiliates were paid certain fees and
reimbursed for certain expenses.  Information concerning such fees
and reimbursements is contained in Note 6 to the financial
statements in Item 8 above.  The Partnership believes that the
payment of fees and the reimbursement of expenses to the General
Partner and its affiliates are on terms as favorable as would be
obtained from unrelated third parties.

The Park at Landmark property is owned by Landmark Acquisition Corp. 
The Partnership owns 50% of the common stock of the corporation; an
affiliate of the General Partner owns the remaining 50%.

The SunBrook Apartments property is owned by DWR SB Partnership. 
The Partnership owns 50% of DWR SB Partnership; an affiliate of the
General Partner owns the remaining 50%.

The Fountain Head Apartments property is owned by Fountain Head
Acquisition Corp.  The Partnership owns 50% of the corporation; an
unaffiliated third party owns the remaining 50%.

                                         PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
           FORM 8-K           

  (a)     Documents filed as part of this report:

     1.   FINANCIAL STATEMENTS

          Financial Statements of the Partnership (see Index to
          Financial Statements as part of Item 8 of this Annual
          Report).

          Financial Statements of TEMPO-LP, Inc. (see Index to
          Financial Statements as part of Item 8 of this Annual
          Report).

     2.   SCHEDULES

          Financial Statement Schedules of the Partnership and TEMPO-
          LP, Inc. (see Index to respective Financial Statements as
          part of Item 8 of this Annual Report).

     3.   EXHIBITS

          (3)(a) (i)          Certificate of Incorporation of TEMPO-LP,
                              Inc. Incorporated by reference to Exhibit
                              3(a) to Registrants' Registration Statement,
                              No 33-6216, filed on June 4, 1986.

                 (ii)         Certificate of Amendment of Certificate of
                              Incorporation of TEMPO-LP, Inc. Incorporated
                              by reference to Exhibit 3(a)(ii) to Pre-
                              Effective Amendment No. 1 to Registrants'
                              Registration Statement, No. 33-6216, filed
                              on August 25, 1986.
              
          (3)(b)              Bylaws of TEMPO-LP, Inc. Incorporated
                              by reference to Exhibit 3(b) of
                              Registrants' Registration Statement,
                              No. 33-6216, filed on June 4, 1986.

          (3)(c)              Certificate of Limited Partnership of Dean
                              Witter/ Coldwell Banker Tax Exempt Mortgage
                              Fund L.P.Incorporated by reference to
                              Exhibit 4(a)(i) to Pre-Effective Amendment
                              No. 1 to Registrants' Registration
                              Statement, No. 33-6216, filed on August 25,
                              1986.


          (3)(d)              Form of Agreement of Limited Partnership. 
                              Incorporated by reference to Exhibit D to
                              Registrants' Prospectus, dated October 8,
                              1986, included in the Registrants'
                              Registration Statement No. 33-6216.

          (4)(a)              Certificate of Limited Partnership of
                              Dean Witter/ Coldwell Banker Tax
                              Exempt Mortgage Fund L.P. Incorporated
                              by reference to Exhibit 4(a)(i) to
                              Pre-Effective Amendment No. 1 to
                              Registrants' Registration Statement,
                              No. 33-6216, filed on August 25, 1986.

          (4)(b)              Form of Assigned Benefit Certificate. 
                              Incorporated by reference to Exhibit
                              4(c) to Pre-Effective Amendment No. 1
                              to Registrants' Registration
                              Statement, No. 33-6216, filed on
                              August 25, 1986.

          (4)(c)              Revised Form of Assigned Benefit
                              Certificate.  Incorporated by
                              reference to Exhibit 4(c) to
                              Registrants' Annual Report on Form 10-
                              K for the fiscal year ended December
                              31, 1986.

          (4)(d)              Form of Assignment Agreement. 
                              Incorporated by reference to Exhibit
                              4(d) to Registrants' Annual Report on
                              Form 10-K for the fiscal year ended
                              December 31, 1986.

          (4)(e)              Form of Agreement of Limited
                              Partnership.  Incorporated by
                              reference to Exhibit D to Registrants'
                              Prospectus, dated October 8, 1986,
                              included in the Registrants'
                              Registration Statement, No. 33-6216.

          (10)(a)             Mortgage bond, dated March 12, 1987,
                              with respect to Park at Landmark. 
                              Incorporated by reference to Exhibit
                              10 (a) in Registrants' Report on Form
                              8-K, Commission File No. 0-15764,
                              dated March 12, 1987.

          (10)(b)             Mortgage bond, dated July 16, 1987,
                              with respect to Wildcreek Apartments. 
                              Incorporated by reference to Exhibit
                              10 (a) in Registrants' Report on Form
                              8-K,Commission File No. 0-15764, dated
                              July 16, 1987.

          (10)(c)             Mortgage bond, dated September 22,
                              1987, with respect to Burlington
                              Arboretum Apartments.  Incorporated by
                              reference to Exhibit 10 (a) in
                              Registrants' Report on Form 8-
                              K,Commission File No. 0-15764, dated
                              September 22, 1987.

          (10)(d)             Mortgage bond, dated December 16,
                              1987, with respect to SunBrook
                              Apartments.  Incorporated by reference
                              to Exhibit 10 (a) in Registrants'
                              Report on Form 8-K,Commission File No.
                              0-15764, dated December 16, 1987.

          (10)(e)             Mortgage bond, dated December 21,
                              1987, with respect to Highridge
                              Apartments.  Incorporated by reference
                              to Exhibit 10 (a) in Registrants'
                              Report on Form 8-K,Commission File No.
                              0-15764, dated December 21, 1987.

          (10)(f)             Mortgage bond, dated December 31,
                              1987, with respect to Fountain Head
                              Apartments.  Incorporated by reference
                              to Exhibit 10 (a) in Registrants'
                              Report on Form 8-K,Commission File No.
                              0-15764, dated December 31, 1987.

          (10)(g)             Mortgage bond, dated September 23,
                              1988, with respect to Pine Club
                              Apartments.  Incorporated by reference
                              to Exhibit 10 (a) in Registrants'
                              Report on Form 8-K,Commission File No.
                              0-15764, dated September 23, 1988.

          (10)(h)             Mortgage bond, dated November 14,
                              1988, with respect to Township in
                              Hampton Woods Apartments. 
                              Incorporated by reference to Exhibit
                              10 (a) in Registrants' Report on Form
                              8-K,Commission File No. 0-15764, dated
                              November 14, 1988.

          (10)(i)             Amended mortgage bonds, dated July 29,
                              1994, with respect to Burlington
                              Arboretum Apartments.  Incorporated by
                              reference to Exhibit 10(i) in
                              Registrant's Report on Form 10-K for
                              fiscal year ended December 31, 1995.

          (21)                Subsidiaries:  
                                Landmark Acquisition Corp., a Virginia
                                Corporation 
                                SBA/DW/CBTemp. Inc., a Missouri
                                Corporation     

               (b)            No Forms 8-K were filed by the
                              Partnership during the last quarter of
                              the period covered by this report.

               (d)            Financial Statements Schedule

                    (1)       Financial statements of Burlington Arboretum
                              Limited Partnership.

          (27)                Financial Data Schedule<PAGE>
SIGNATURES

      

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

DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.

By:   TEMPO-GP, Inc.
      Managing General Partner

By:   /s/E. Davisson Hardman, Jr.                    Date:  March 26, 1997
      E. Davisson Hardman, Jr.
      President

By:   /s/Lawrence Volpe                              Date:  March 26, 1997
      Lawrence Volpe
      Controller
      (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Partnership and in the capacities and on the dates indicated.

TEMPO-GP, Inc.
Managing General Partner


/s/William B. Smith                          Date:  March 26, 1997
William B. Smith
Chairman of the Board of Directors


/s/E. Davisson Hardman, Jr.                  Date:  March 26, 1997
E. Davisson Hardman, Jr.
Director


/s/Lawrence Volpe                            Date:  March 26, 1997
Lawrence Volpe
Director


/s/Ronald T. Carman                          Date:  March 26, 1997
Ronald T. Carman
Director
<PAGE>
                                      SIGNATURES

      

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



By:   TEMPO-LP, Inc.


By:   /s/E. Davisson Hardman, Jr.                    Date:  March 26, 1997
      E. Davisson Hardman, Jr.
      President

By:   /s/Lawrence Volpe                              Date:  March 26, 1997
      Lawrence Volpe
      Controller
      (Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Partnership and in the capacities and on the dates indicated.

TEMPO-LP, Inc.

/s/William B. Smith                         Date:  March 26, 1997
William B. Smith
Chairman of the Board of Directors


/s/E. Davisson Hardman, Jr.                 Date:  March 26, 1997
E. Davisson Hardman, Jr.
Director


/s/Lawrence Volpe                           Date:  March 26, 1997
Lawrence Volpe
Director


/s/Ronald T. Carman                         Date:  March 26, 1997
Ronald T. Carman
Director
<PAGE>
                 Exhibit Index for Dean Witter/Coldwell Banker Realty
                             Tax Exempt Mortgage Fund, L.P.


Exhibit No.                   Description                 

(3)(a)(i)*      Certificate of Incorporation of TEMPO-LP,
                Inc. Incorporated by reference to Exhibit
                3(a) to Registrants' Registration
                Statement, No. 33-6216, filed on June 4,
                1986.

     (ii)*      Certificate of Amendment of Certificate of
                Incorporation of TEMPO-LP, Inc.
                Incorporated by reference to Exhibit
                3(a)(ii) to Pre-Effective amendment No. 1
                to Registrants' Registration Statement, No.
                33-6216, filed on August 25, 1986.

(3)(b)*         By laws of TEMPO-LP, Inc. Incorporated by
                reference to Exhibit 3(b) of Registrants'
                Statement, No. 33-6216, filed on June 4,
                1986.

(3)(c)*         Certificate of Limited Partnership of Dean
                Witter/Coldwell Banker Tax Exempt Mortgage
                Fund, L.P. Incorporated by reference to
                Exhibit 4(a)(i) to Pre-Effective Amendment
                No. 1 to Registrants' Registration
                Statement, No. 33-6216, filed on August 25,
                1986.

(3)(d)*         Form of Agreement of Limited Partnership. 
                Incorporated by reference to Exhibit D to.

                Registrants' Prospectus, dated October 8,
                1986, included in the Registrants'
                Registration Statement No. 33-6216.

(4)(a)*         Certificate of Limited Partnership of Dean
                Witter/Coldwell Banker Tax Exempt Mortgage
                Fund, L.P. Incorporated by reference to
                Exhibit 4(a)(i) to Pre-Effective Amendment
                No. 1 to Registrants' Registration
                Statement, No. 33-6216, filed on August 25,
                1986.

(4)(b)*         Form of Assigned Benefit Certificate. 
                Incorporated by reference to Exhibit 4(c)
                to Pre-Effective Amendment No. 1 to
                Registrants' Registration Statement, No.
                33-6216, filed on August 25, 1986.

(4)(c)*         Revised Form of Assigned Benefit
                Certificate.  Incorporated by reference to
                Exhibit 4(c) to Registrants' Annual Report
                on Form 10-K for the fiscal year ended
                December 31, 1986.

(4)(d)*         Form of Assignment Agreement.  Incorporated
                by reference to Exhibit 4(d) to
                Registrants' Annual Report on Form 10-K for
                the fiscal year ended December 31, 1986.

(4)(e)*         Form of Agreement of Limited Partnership. 
                Incorporated by reference to Exhibit D to
                Registrants Prospectus, dated October 8,
                1986, included in the Registrants'
                Registration Statement, No. 33-6216.

(10)(a)*        Mortgage bond, dated March 12, 1987, with
                respect to Park at Landmark.  Incorporated
                by reference to Exhibit 10(a) in
                Registrants' Report on Form 8-K, Commission
                File No. 0-15764, dated March 12, 1987.

(10)(b)*        Mortgage bond, dated July 16, 1987, with
                respect to Wildcreek Apartments. 
                Incorporated by reference to Exhibit 10(a)
                in Registrants' Report on Form 8-K,
                Commission File No. 0-15764, dated July 16,
                1987.

(10)(c)*        Mortgage bond, dated September 22, 1987,
                with respect to Burlington Arboretum
                Apartments.  Incorporated by reference to
                Exhibit 10(a) in Registrants' Report on
                Form 8-K, Commission File No. 0-15764,
                dated September 22, 1987.

(10)(d)*        Mortgage bond, dated December 16, 1987,
                with respect to SunBrook Apartments. 
                Incorporated by reference to Exhibit 10(a)
                in Registrants' Report on Form 8-K,
                Commission File No. 0-15764, dated December
                16, 1987.

(10)(e)*        Mortgage bond, dated December 21, 1987,
                with respect to Highridge Apartments. 
                Incorporated by reference to Exhibit 10(a)
                in Registrants' Report on Form 8-K,
                Commission File No. 0-15764, dated December
                21, 1987.

(10)(f)*        Mortgage bond, dated December 31, 1987,
                with respect to Fountain Head Apartments. 
                Incorporated by reference to Exhibit 10(a)
                in Registrants' Report on Form 8-K,
                Commission File No. 0-15764, dated December
                31, 1987.


(10)(g)*        Mortgage bond, dated September 23, 1988,
                with respect to Pine Club Apartments. 
                Incorporated by reference to Exhibit 10(a)
                in Registrants' Report on Form 8-K,
                Commission File No. 0-15764, dated
                September 23, 1988.

(10)(h)*        Mortgage bond, dated November 14, 1988,
                with respect to Township in Hampton Woods
                Apartments.  Incorporated by reference to
                Exhibit 10(a) in Registrants' Report on
                Form 8-K, Commission File No. 0-15764,
                dated November 14, 1988.

(10)(i)*        Amended mortgage bonds, dated July 29,
                1994, with respect to Burlington Arboretum
                Apartments.  Incorporated by reference to
                Exhibit (10)(i) in Registrant's Report on
                Form 10-K for the year ended December 31,
                1995.

                *  Incorporated by reference.

   (d)          Financial Statements Schedule - Financial
                Statement of Burlington Arboretum Limited
                Partnership.

(27)            Financial Data Schedule.