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, 1997

                            OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934
   For the transition period from ________ to ________.

              Commission File Number 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 className 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
                                     NonePART 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, were 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 Morgan  Stanley  Dean
Witter  &  Co.  ("MWD") 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 MWD, 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 and/or
ownership 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.

One  of  the  revenue bonds was sold in  October  1997.   On
February  26,  1998,  the  Partnership  sold  the  remaining
revenue  bonds and its ownership interests in the properties
collateralizing    certain   bonds.    Pursuant    to    the
Partnership's  Agreement of Limited  Partnership,  the  sale
effectuated   the   dissolution  of  the  Partnership   and,
accordingly,  after the final distribution of remaining  net
cash  proceeds  from the sale and any other  remaining  cash
from operations or reserves, the Partnership will terminate.
See Note 1 to the financial statements in Item 8.

The Registrants have no employees.

Effective  February 26, 1998, the Partnership  is  dissolved
and  is  no longer conducting business.  Its activities  are
limited to winding up its affairs.

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.

On February 26, 1998, the Partnership sold the revenue bonds
and    its    ownership   interests   in   the    properties
collateralizing certain bonds. Pursuant to the Partnership's
Agreement  of Limited Partnership, the sale effectuated  the
dissolution of the Partnership, and, accordingly, after  the
final  distribution of remaining net cash proceeds from  the
sale  and  any  other  remaining  cash  from  operations  or
reserves, the Partnership will terminate.  See Note 1 to the
financial statements in Item 8.

The  following table lists the revenue bonds the Partnership
owned  during 1997 and the corresponding mortgage loans  and
Properties:
<TABLE>
<CAPTION>
                Original                   Property Maturity
                   Bond/Loan         Closing        Location
Occupancy       Date of
Property          Principal       Date         of   Property
12/31/97        Bond/Loan
<S>                        <C>    <C>          <C>       <C>
<C>
Park   at   Landmark1          $   34,650,000        3/12/87
Alexandria, VA           90%   6/1/08

Burlington Arboretum
  Apartments        29,326,500   9/22/87     Burlington,  MA
99%             9/22/11

SunBrook  Apartments2        16,325,000       12/16/87   St.
Charles
                                   County,  MO           74%
12/1/11

Pine Club Apartments       13,600,000      9/23/88  Orlando,
FL              90%      9/1/12

Wildcreek    Apartments          11,000,000          7/16/87
Clarkston, GA            89%   7/1/11

The Township in Hampton
   Woods4            10,800,000    11/14/88     Hampton,  VA
-  11/1/09

High    Ridge   Apartments         9,900,000        12/21/87
Albuquerque, NM          93%   12/1/11

Fountain   Head   Apartments3          4,900,000    12/31/87
Kansas City, MO          98%   12/1/08

   Total        $130,501,500
</TABLE>
1.               The  Partnership and an  affiliate  of  the
General  Partner each owned 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 owned 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 owned a 50% interest    in  the
entity  which owns the property.  The property  consists  of
land and eight buildings       containing 112 units.

4.              The Partnership sold the Township in Hampton
Woods revenue bond on October 24, 1997.

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 unspecified damages for alleged breaches  of
fiduciary duty by the General Partner in connection with the
refusal  to provide such list.  By court order the list  was
provided  to  the plaintiff in exchange for an agreement  to
maintain  its  confidentiality.   The  Partnership  and  the
General Partner believe that they have good defenses to  the
remainder of the action and intend vigorously to defend it.

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

Beginning December 29, 1997 and until January 30, 1998,  the
General Partner solicited the consent of the ABC Holders  to
the  proposed  sale by the Partnership of substantially  all
the  Partnership's  assets and the  subsequent  dissolution,
liquidation and termination of the Partnership, all as  more
fully   set  forth  in  the  General  Partner's  Information
Statement  dated  December 29, 1997. Effective  February  2,
1998,  the  General  Partner determined that  the  requisite
consent  of the ABC Holders had been obtained.  The  consent
of  the ABC Holders reulted in the sale of substantially all
of  the Partnership's non-cash assets and the dissolution of
the Partnership, and is expected to result in the subsequent
liquidation and termination of the Partnership.  The  number
of limited partnership interests assigned to the ABC Holders
that consented to or withheld consent from the proposal, and
the  number of abstentions and broker non-votes with respect
to the proposal, is as follows:
<TABLE>
<CAPTION>
 Approval of Proposed Sale and Dissolution, Liquidation and
                         Termination

Consented     Withheld Consent   Abstained      Broker  Non-
Votes
<S>          <C>                              <C>  <C>
5,284,437       125,675          103,575           0
</TABLE>
                       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, 1998, there were 7,467 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   1997,   the  Partnership  paid  cash  distributions
aggregating  $21,444,963 with $21,247,200  ($2.85  per  ABC)
distributed  to  the Investors and $197,763 to  the  General
Partner.  $11,553,870 ($1.55 per ABC) of the distribution to
the  Investors was from sales proceeds from the Township  in
Hampton  Woods  revenue bond (see Note 4  to  the  financial
statements  in  Item 8). During 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.

On  February  11,  1998,  the Partnership  paid  the  fourth
quarter  distribution of $2,422,586 to the Investors ($0.325
per ABC) and $49,441 to the General Partner.

On February 26, 1998, the Partnership sold the revenue bonds
and    its    ownership   interests   in   the    properties
collateralizing certain bonds. Pursuant to the Partnership's
Agreement  of Limited Partnership, the sale effectuated  the
dissolution of the Partnership.  See Note 1 to the financial
statements in Item 8.

On   February   27,   1998   the   Partnership   distributed
$111,811,650  ($15.00  per ABC) to the  Investors  from  the
sales proceeds.

ITEM 6.  SELECTED FINANCIAL DATA

The  following  sets  forth a summary of selected  financial
data for the Partnership:
<TABLE>
<CAPTION>
  Years ended December 31, 1997, 1996, 1995, 1994, and 1993

                  1997             1996      1995       1994
1993
<S>         <C>      <C>      <C>       <C>       <C>
Total interest
   revenues     $10,109,725        $    9,423,166          $
8,850,629   $  8,489,768      $  7,566,890

Net  income  (loss)    $ 9,004,230        $   8,090,628    $
7,559,369   $  6,846,233      $(11,269,051)1

Net income (loss)
   per  ABC     $       1.18        $        1.06          $
0.99        $       0.90      $      (1.48)

Cash distributions
  paid  per ABC2       $      2.853       $        1.23    $
0.96        $       0.85      $       .925

Total assets at
   December   31           $133,272,601         $118,278,385
$116,437,154         $114,045,499       $109,894,827
___________________
</TABLE>
1.Includes  a $17.3 million loss on impairment  recorded
  for  the  Park  at Landmark and  Burlington  Arboretum
  Apartments revenue bonds properties.

2.Distributions paid to the Investors include  a  return  of
  capital per ABC of $1.67, $.16, $.55, $.85, and $.925  for
  the  years ended December 31, 1997, 1996, 1995,  1994  and
  1993,  respectively,  calculated as  the  excess  of  cash
  distributed per ABC over accumulated earnings per ABC  not
  previously distributed.

3.Includes  proceeds  from  the  sale  of  the  Township  in
  Hampton Woods revenue bond of $1.55 per ABC.

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.

One  of  the  revenue bonds was sold in  October  1997.   On
February  26,  1998,  the  Partnership  sold  the  remaining
revenue  bonds and its ownership interests in the properties
collateralizing    certain   bonds.    Pursuant    to    the
Partnership's  Agreement of Limited  Partnership,  the  sale
effectuated   the   dissolution  of  the  Partnership,   and
accordingly,  after the final distribution of remaining  net
cash  proceeds  from the sale and any other  remaining  cash
from operations or reserves, the Partnership will terminate.
See Note 1 to the financial statements in Item 8.

Cash flow generated by the Properties was 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.

Nationally,  apartment vacancies were trending  downward  in
1997.   Demand  for  apartments grew  as  a  result  of  new
household formation, an increasing immigrant population  and
a  growing number of affluent families and individuals  that
prefer  apartment  living  over home  ownership.   Apartment
construction remained modest, except in certain areas of the
South  and  Southwest where the high level  of  ongoing  and
planned   construction  has  negatively  affected  apartment
fundamentals.   Investors, including institutional,  foreign
and  REIT investors, have purchased apartment properties and
loans on apartment properties in many markets.

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 at December 31, 1997 was 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  1997  at  effective
interest  rates  of 8.63%, 8.51%, 7.52%, 17.49%  and  7.85%,
respectively, compared to effective rates in 1996 of  7.84%,
8.20%, 8.02%, 9.82% and 8.28%.  These payment rates exceeded
the minimum interest rates required on the respective loans,
and  the  excess payments were applied to base interest  due
under the respective loans.

During 1997 and 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.  As of December 31, 1997,  Fountain  Head
Partners   had  a  remaining  commitment  to  fund  property
operating  deficits of approximately $26,500  secured  by  a
letter of credit in favor of the Partnership.

All  of  the  cash  flow generated by the SunBrook  property
(which  is partly owned by the Partnership) was paid to  the
Partnership.  In 1997, the owner was able to pay its minimum
debt  service  plus approximately $251,000  of  interest  in
excess  of  minimum  debt service.  In  1996,  the  property
operated at a modest cash flow surplus.

All  of  the  cash  flow generated by the Park  at  Landmark
property (which is partly owned by the Partnership) was paid
to  the  Partnership.  During 1997, the Partnership received
$1,521,538  from  the property; this amount  was  less  than
required   minimum   debt  service   by   $1,077,212.    The
Partnership  believes that cash flow from the property  will
not  be sufficient to fully pay minimum debt service for the
next several years.

On  February  11,  1998,  the Partnership  paid  the  fourth
quarter  cash  distribution of $2,422,586 to  the  Investors
($0.325 per ABC) and $49,441 to the General Partner.

On   February   27,   1998   the   Partnership   distributed
$111,811,650  ($15.00  per ABC) to the  Investors  from  the
sales proceeds.

Operations

Fluctuations in the Partnership's operating results for  the
years  ended  December 31, 1997 compared to  1996  and  1996
compared   to  1995  are  primarily  attributable   to   the
following:

Interest  income  from  revenue  bonds  increased  in   1997
compared to 1996 by $639,727, primarily because the Township
in  Hampton  Woods  property and  the  Burlington  Arboretum
property  paid additional interest of approximately $477,000
and  $232,000,  respectively.  No other  individual  revenue
bond  accounted for a significant portion of the difference.
No  individual  revenue  bond accounted  for  a  significant
portion  of the increase in interest income in 1996 compared
to 1995.

Equity  in  losses  of  property-owning  investees  in  1997
compared  to  1996 decreased by $370,778, primarily  because
Park  at  Landmark paid approximately $240,000 less interest
in  1997 than in 1996, and because rental income at Park  at
Landmark  increased by approximately $165,000. The  increase
in  equity in losses of property-owning investees from  1995
to 1996 was not significant.

Changes  in  interest income from short-term investments  in
1997  compared  to 1996 and 1996 compared to 1995  were  not
significant.

The  increase in general and administrative expense in  1997
compared  to 1996 was primarily attributable to legal  fees.
The decrease in 1996 compared to 1995 was not significant.

Subsequent  to  December  31,  1997,  the  Partnership  sold
substantially  all  of  its non-cash  assets.   Accordingly,
information  regarding the markets in which  the  properties
are  located  is  not  presented.  Occupancy  rates  at  the
properties are in Item 2.

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.
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                        INDEX

                                                   Page

(a) Financial Statements

Independent Auditors' Report                       12
Balance Sheets at December 31, 1997 and 1996       13
Statements of Operations for the years ended
  December 31, 1997, 1996 and 1995                 14
Statements of Partners' Capital for the years ended
  December 31, 1997, 1996 and 1995                 15
Statements of Cash Flows for the years ended
  December 31, 1997, 1996 and 1995                 16
Notes to Financial Statements                      17-28



                    TEMPO-LP, INC.

Independent Auditors' Report                       29
Balance Sheets at December 31, 1997 and 1996       30
Note to Balance Sheets                             31












All  schedules have been omitted because either the required
information is not applicable or the information is shown in
the financial statements or notes thereto.


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, 1997 and  1996,  and  the
related  statements of income, partners' capital,  and  cash
flows  for  each  of  the three years in  the  period  ended
December  31,  1997.   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,  1997  and  1996,  and  the  results  of   its
operations and its cash flows for each of the three years in
the  period  ended  December 31,  1997  in  conformity  with
generally accepted accounting principles.

                                             /s/Deloitte   &
Touche LLP
                                          DELOITTE &  TOUCHE
LLP



New York, New York
March 24, 1998

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

                         BALANCE SHEETS
                   December 31, 1997 and 1996
                            (Note 1)
<CAPTION>
                                              1997        1996
<S>                                        <C>       <C>
                             ASSETS

Cash and cash equivalents                 $  4,231,538 $
4,743,191

Investments in revenue bonds               120,317,750
110,696,721

Deferred bond selection fees, net              835,058
1,048,032

Escrowed funds                                 747,222
774,756

Purchaser's deposit                          6,371,135        -

Accrued interest receivable and prepaid expenses          769,898
1,015,685
                                          $133,272,601
$118,278,385

                LIABILITIES AND PARTNERS' CAPITAL

Excess of equity in losses of property-owning
 investees over investments therein       $  6,579,631 $
6,098,642

Accounts payable and other liabilities       1,070,312
908,516

Purchaser's deposit                          6,371,135        -

                                            14,021,078
7,007,158

Partners' capital:
 Net unrealized gain on revenue bonds available
  for sale                                  23,195,661
2,774,632
 General Partner                              (664,908)
(647,230)
 Limited Partner Assigned Benefit Certificates
  (7,454,110 ABCs outstanding)              96,720,770
109,143,825

 Total Partners' capital                   119,251,523
111,271,227
                                          $133,272,601
$118,278,385

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

                        INCOME STATEMENTS

          Years ended December 31, 1997, 1996 and 1995
<CAPTION>
                                         1997               1996
1995
<S>                                          <C>       <C>  <C>
Interest income:
 Revenue bonds                      $ 9,905,342
$9,265,615                          $8,683,309
 Short-term investments                 204,383
157,551                                167,320

                                     10,109,725
9,423,166                            8,850,629

Equity in losses of property-owning investees     607,755
978,533                                926,852

Expenses:
 General and administrative             497,740
354,005                                364,408

Net income                          $ 9,004,230
$8,090,628                          $7,559,369

Net income allocated to:
 Limited partner                    $ 8,824,145
$7,928,815                          $7,408,182
 General partner                        180,085
161,813                                151,187

                                    $ 9,004,230
$8,090,628                          $7,559,369

Net income per Assigned Benefit Certificate   $      1.18   $
1.06  $      .99













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

                 STATEMENTS OF PARTNERS' CAPITAL

          Years ended December 31, 1997, 1996 and 1995
<CAPTION>
                                                 Net
                                             Unrealized
                                             Gain (loss)
                       Limited     General   on Revenue
                       Partner     Partner      Bonds       Total
<S>                    <C>         <C>       <C>       <C>
Partner's 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

Net income                8,824,145            180,085
9,004,230

Cash distributions      (21,247,200)          (197,763)
(21,444,963)

Net change in fair value of
 revenue bonds available
 for sale                                     20,421,029
20,421,029

Partners' capital (deficit)
 at December 31, 1997  $ 96,720,770          $(664,908)
$23,195,661            $119,251,523

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

                    STATEMENTS OF CASH FLOWS

          Years ended December 31, 1997, 1996 and 1995
<CAPTION>

                                         1997               1996
1995
<S>                                          <C>       <C>  <C>
Cash flows from operating activities:
 Net income                         $  9,004,230        $
8,090,628                           $ 7,559,369
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Equity in losses of property-owning investees
607,755                                 978,533
926,852
   Amortization of deferred bond selection fee
212,974                                 212,974
212,974
   (Increase) decrease in accrued interest
     receivable and prepaid expenses               245,787
(471,962)                               189,289
   Decrease (increase) in escrowed funds            27,534
(33,143)                                (13,969)
   Increase (decrease) in accounts payable
     and other liabilities               161,796
43,212                                  (92,234)

      Net cash provided by operating activities
10,260,076                            8,820,242
8,782,281

Cash flows (used in) provided by investing activities:
 Investment in property-owning investees          (126,766)
(15,000)                                 57,559

Cash flows from financing activities:
 Cash distributions                  (21,444,963)
(9,317,637)                          (7,321,000)
 Cash received on sale of mortgage revenue bond
10,800,000                                -         -

      Net cash used in financing activities    (10,644,963)
(9,317,637)                          (7,321,000)

Increase (decrease) in cash and cash equivalents
(511,653)                              (512,395)
1,518,840

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

Cash and cash equivalents of end of year      $  4,231,538  $
4,743,191                           $ 5,255,586




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

                 NOTES TO FINANCIAL STATEMENTS

                December 31, 1997, 1996 and 1995

1.  The Partnership and Basis of Presentation

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 Morgan Stanley Dean Witter & Co. ("MWD").

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").  The Limited Partner is a wholly-owned subsidiary
of  MWD 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.

Pursuant to a Bond Purchase Agreement and an Equity Interest
Purchase  Agreement, each dated as of November 21, 1997,  in
1998  (a) the Partnership sold its revenue bonds to  Merrill
Lynch Portfolio Management, Inc., an unaffiliated party, for
$120,317,750; (b) Dean Witter Realty, Inc., an affiliate  of
the   Partnership  ("Realty"),  assigned  its  rights  under
various  servicing agreements and related loan documents  to
service  the mortgage loans underlying the revenue bonds  to
CAPREIT Residential Corporation, an unaffiliated party,  for
$1,832,250; (c) the Partnership sold its equity interest  in
Landmark  Acquisition  Corp.,  the  owner  of  the  Park  at
Landmark  property to CAPREIT Landmark Limited  Partnership,
an  unaffiliated party; (d) DW/CB/TEMP, Inc., a wholly-owned
subsidiary  of  the  Partnership, assigned  its  partnership
interest  in  DWR SB Partnership, the owner of the  Sunbrook
property,  to  CAPREIT  Sunbrook  Limited  Partnership,   an
unaffiliated  party;  (e) the Partnership  and  the  General
Partner  assigned their special limited partnership interest
in  Pine  Club  Phase II, Ltd., the owner of the  Pine  Club
Phase II property, to CAPREIT Operating Limited Partnership,
an  unaffiliated  party,  subject to  the  approval  of  the
partners  of Pine Club Phase II, Ltd.; (f) Realty  sold  its
equity  interest  in Landmark Acquisition Corp.  to  CAPREIT
Landmark  Limited  Partnership, an unaffiliated  party;  (g)
SBA/DWR, Inc., a wholly-owned subsidiary of Realty, assigned
its  partnership interest in DWR SB Partnership  to  CAPREIT
Sunbrook Limited Partnership; and (h) Realty assigned to the
Partnership its rights to the proceeds of the assignment  of
its  servicing  rights,  sale  of  its  equity  interest  in
Landmark Acquisition Corp. and assignment of SBA/DWR, Inc.'s
partnership  interest in DWR SB Partnership.  The  aggregate
consideration  for  the  sale of the  equity  interests  and
assignment  of the foregoing partnership interests  received
by  the  Partnership  was $4,100,000,  which  is  net  of  a
$750,000 charge to the escrow as described below.

The  aggregate consideration of $127,000,000 (the  "Purchase
Price") received by the Partnership upon closing of the Bond
Purchase   Agreement  and  Equity  Purchase  Agreement   was
determined by competitive auction.

The Purchaser deposited $6,350,000 with Seller, pursuant  to
the  sales agreements, which was held in an interest bearing
account.

The  Partnership is required under the agreements to deposit
into escrow $8,890,000, for a period of nine months, for the
purpose of satisfying any and all claims for indemnification
against  the  Partnership.  The escrow shall be released  to
the  Partnership  immediately upon  the  expiration  of  the
period ending nine months after the closing date, except for
amounts  subject to claims made prior to expiration of  such
period.   Amounts subject to claims shall be disbursed  from
such  escrow  account  pursuant to the  resolution  of  such
claims  by a court of competent jurisdiction or by agreement
of the parties.

The  closing  of the sale took place on February  26,  1998.
The Partnership received approximately $111 million, in cash
at   closing,  representing  the  sales  price  net  of  the
Purchaser's security deposit, closing costs, and the  escrow
fund described in the preceding paragraph.

At closing, pursuant to the agreements, $750,000 was charged
to  the  escrow  to  settle a claim for  indemnification  by
CAPREIT.   Accordingly, the amount remaining in such  escrow
fund is $8,140,000.

On   February   27,   1998   the   Partnership   distributed
$111,811,650  ($15.00  per ABC) to the  Investors  from  the
sales proceeds.

Pursuant   to   the  Partnership's  Agreement   of   Limited
Partnership,  the  sale effectuated the dissolution  of  the
Partnership  and, accordingly, after the final  distribution
of  remaining net cash proceeds from the sale and any  other
remaining  cash from operations or reserves, the Partnership
will be terminated.

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.
Therefore,  they are 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 carrying value of the revenue bonds at December 31, 1997
has been adjusted to their sales prices.

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 five 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  $24.8
million  higher  than  the amounts  reported  for  financial
statement purposes.

The   Financial  Accounting  Standards  Board  ("FASB")  has
recently   issued  several  new  accounting  pronouncements.
Statement   No.   130,   "Reporting  Comprehensive   Income"
establishes   standards  for  reporting   and   display   of
comprehensive income and its components.  Statement No. 131,
"Disclosures  about  Segments of an Enterprise  and  Related
Information" establishes standards for the way  that  public
business  enterprises  report  information  about  operating
segments  in  annual financial statements and requires  that
those   enterprises   report  selected   information   about
operating  segments in interim financial reports  issued  to
shareholders.   It  also establishes standards  for  related
disclosure  about  products and services, geographic  areas,
and  major customers.  These two standards are effective for
the    Partnership's   1998   financial   statements.    The
Partnership  does not believe that these new standards  will
have   any  effect  on  the  Partnership's  computation   or
presentation of net income or net income per unit of limited
partnership   interest,  or  its  disclosures   of   capital
structure, or other disclosures.

The  implementation  in  1997 of  FASB  Statement  No.  128,
"Earnings  Per Share" and Statement No. 129, "Disclosure  of
Information  about  Capital Structure",  effective  for  the
Partnership's 1997 year end, did not have any impact on  the
Partnership's financial statements.

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 $1.67, $.16 and $.55 for the years  ended
December  31, 1997, 1996 and 1995, 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,  1997,  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         $ 29,732   5.35%  9.00%

Park   at  Landmark           Alexandria,  VA         6/1/08
34,650           25,597   7.50   9.50

Pine Club Apartments      Orlando, FL   9/1/12   13,600    16,848     7.50 9.50

SunBrook Apartments       St. Charles
                County, MO       12/1/11         16,325    16,179     7.25 9.25

Wildcreek Apartments      Clarkston, GA 7/1/11   11,000    13,627     7.50 9.50

High   Ridge  Apartments      Albuquerque,  MA       12/1/11
9,900            12,265   7.25   9.25

Fountain Head
 Apartments    Kansas City, MO   12/1/08          4,900     6,070     7.25 9.25

                                 $119,701      $120,318
</TABLE>
The   amortized  cost  basis  of  the  revenue   bonds   was
$97,122,089 and $107,922,089 at December 31, 1997 and  1996,
respectively.    Net  unrealized  gain  on   revenue   bonds
consisted  of  gross  unrealized  gains  of  $23,195,661  at
December  31, 1997 and gross unrealized gains and losses  of
$7,498,238  and  $4,723,606 respectively,  at  December  31,
1996.

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 generated
cash  flow from operations after payment of interest at  the
minimum  rate,  interest  was  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.
Interest  income  above the minimum rate has  been  recorded
only when the Partnership was paid such interest in cash.

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

Park at Landmark

The   Partnership  recorded  provisions  for   uncollectible
interest of $1,077,212, $836,826 and $773,447 in 1997,  1996
and  1995,  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.

Summarized  financial  information for Landmark  Acquisition
Corp. is as follows (in thousands):
<TABLE>
<CAPTION>
                                              December 31,
                                          1997      1996
<S>                                     <C>       <C>
Land, building and improvements, net    $ 16,025  $ 16,212
Other assets                                 220       678

 Total assets                           $ 16,245  $ 16,890

Long-term debt and accrued interest     $ 45,012  $ 44,349
Other liabilities                             41        63
 Total liabilities                        45,053    44,412

Capital deficiency                       (28,808)  (27,522)

  Total  liabilities and capital deficiency         $ 16,245
$ 16,890

                                      Years  ended  December
31,
                                1997      1996      1995

Revenues:                     $ 3,562   $ 3,397   $ 3,488

 Operating expenses             1,514     1,529     1,464
 Interest expense               2,830     2,830     2,828
 Depreciation                     504       499       497

                                4,848     4,858     4,789
Net loss                      $(1,286)  $(1,461)  $(1,301)
</TABLE>
In  1990,  the Partnership acquired an interest in  Landmark
Acquisition Corp.  See Note 5.
SunBrook Apartments

In  1997  and  1996, the Partnership received  approximately
$251,000 and $4,000 more than required minimum debt service,
respectively. In 1995, the Partnership recorded a  provision
for uncollectible interest of $40,214.

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,
                                          1997      1996
<S>                                     <C>       <C>
Land, building and improvements, net    $ 11,564  $ 11,845
Other assets                                 273       312

 Total assets                           $ 11,837  $ 12,157

Long-term debt and accrued interest     $ 17,023  $ 17,273
Other liabilities                             73        96
Total liabilities                         17,096    17,369

Capital deficiency                        (5,259)   (5,212)

  Total  liabilities and capital deficiency         $ 11,837
$ 12,157

                                      Years  ended  December
31,
                                1997      1996      1995

Revenues                      $ 2,320   $ 2,139   $ 2,040
Other income                      504       407       335
                                2,824     2,546     2,375

 Operating expenses             1,170     1,122     1,015
 Interest expense               1,184     1,184     1,184
 Depreciation                     517       481       427

                                2,871     2,787     2,626

Net loss                      $   (47)  $  (241)  $  (251)
</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.  In 1997, 1996 and 1995, respectively,
the  Partnership  received approximately $962,000,  $730,000
and $349,000 more than required minimum debt service.

Summarized   financial  information   for   the   Burlington
Arboretum Limited Partnership is as follows (in thousands):
<TABLE>
<CAPTION>
                                              December 31,
                                          1997      1996
<S>                                     <C>       <C>
Land, building and improvements, net    $24,565   $25,238
Other assets                              1,502     1,511

 Total assets                           $26,067   $26,749

Long-term debt and accrued interest     $32,240   $32,191
Other liabilities                           319       429
 Total liabilities                       32,559    32,620

Capital deficiency                       (6,492)   (5,871)

  Total  liabilities and capital deficiency          $26,067
$26,749

                                      Years  ended  December
31,
                                1997      1996      1995

Revenues                      $4,403    $4,030    $3,655
Other income                     120        57        46

                               4,523     4,087     3,701

Operating expenses             1,636     1,595     1,492
Interest expense               2,624     2,519     1,981
Depreciation and amortization    884       873       884

                               5,144     4,987     4,357

Net loss                      $ (621)   $ (900)   $ (656)
</TABLE>
Wildcreek Apartments

In  1997 and 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  1997,  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

On October 24, 1997, Mid-America Apartment Communities, Inc.
purchased  the Township in Hampton Woods revenue  bond  from
the Partnership for the outstanding principal balance due of
$10,800,000  and  deferred  interest  due  of  approximately
$762,000.   On November 14, 1997 the Partnership distributed
$11,553,870 of the sale proceeds to the Investors.

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 received all of the cash flow from the property,
which  consists of land and 396 apartments in two  high-rise
buildings.

The Partnership included 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  were
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 received all of the cash flow  from
the  property, which consists of land and 476 apartments  in
30 buildings.

The Partnership included 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 were 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,  1997, 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,  1997, Fountain Head Partners was 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 performed bond servicing
and    administrative    functions,    processed    investor
transactions   and   prepared  tax   information   for   the
Partnership.    The   Partnership   incurred   approximately
$507,000  in 1997 and $516,000 in each of 1996 and 1995  for
these  services. As of December 31, 1997, the affiliate  was
owed approximately $14,000 for these services.

Another  affiliate  of the General Partner  earned  fees  of
$106,792,  $101,844 and $104,635 for the management  of  the
Park  at  Landmark  property during  1997,  1996  and  1995,
respectively.   As of December 31, 1997, the  affiliate  was
owed approximately $8,700.

7.  Litigation

Various public partnerships sponsored by Dean Witter  Realty
Inc.  (including  the Partnership and its  Managing  General
Partner)  are defendants in purported class action  lawsuits
pending in state and federal courts.  The complaints  allege
a  variety  of  claims, including breach of fiduciary  duty,
fraud,  misrepresentation and related claims,  and  seek  an
accounting  of profits, compensatory and other  damages  and
equitable  relief.   The  defendants  intend  to  vigorously
defend  the actions. It is impossible to predict the effect,
if  any,  the  outcome of these actions might  have  on  the
Partnership's financial statements.

On  or about August 27, 1996, an Investor in the Partnership
filed  a  petition against the Partnership and  the  General
Partner.   The action seeks access to the list of  Investors
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.  By  court order the list was  provided  to  the
plaintiff  in  exchange  for an agreement  to  maintain  its
confidentiality.   The Partnership and the  General  Partner
believe that they have good defenses to the remainder of the
action and intend vigorously to defend it.

8.  Quarterly Cash Distribution after Year-End

On  February 11, 1998, the Partnership paid a quarterly cash
distribution of $2,422,586 to the Investors ($0.325 per ABC)
and $49,441 to the General Partner.

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,  1997  and  1996.
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,  1997 and 1996,  in  conformity  with
generally accepted accounting principles.

                                            /s/Deloitte    &
Touche LLP
                                               DELOITTE    &
TOUCHE LLP






New York, New York
March 24, 1998

<TABLE>
                    TEMPO-LP, INC.

                    BALANCE SHEETS

              December 31, 1997 and 1996
<CAPTION>

                                    1997        1996
<S>                                            <C>     <C>
   ASSETS

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>
                    TEMPO-LP, INC.

                NOTE TO BALANCE SHEETS

              December 31, 1997 and 1996

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 Morgan  Stanley
Dean Witter & Co.


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 54, has been a Managing Director  of
Morgan   Stanley  and  co-Head  of  Morgan  Stanley   Realty
Incorporated  since 1997, and a Managing  Director  of  Dean
Witter  Realty  Inc., which he joined  in  1982.  He  is  an
Executive Vice President of Dean Witter Reynolds Inc.

E.  Davisson  Hardman,  Jr., age 48,  has  been  a  Managing
Director  of  Morgan Stanley, Asia, Ltd. since 1997,  and  a
Managing  Director  of  Dean Witter Realty  Inc.,  which  he
joined in 1982.

Lawrence Volpe, age 50, 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 46, is a Director and the Secretary of
Dean Witter Realty Inc.  He is an Assistant Secretary of MWD
and a Senior Vice President and Associate General Counsel 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  $197,763,  $186,352   and
$146,419 during the years ended December 31, 1997, 1996  and
1995, 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, 1998.

ITEM   13.    CERTAIN   RELATIONSHIPS  AND   RELATED   PARTY
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 Morgan Stanley
Dean Witter & 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  was  owned  by  Landmark
Acquisition Corp.  The Partnership owned 50% of  the  common
stock  of  the  corporation; an  affiliate  of  the  General
Partner owned the remaining 50%.

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

As  described in Note 1 to the financial statements in  Item
8,  Realty  and its affiliates assigned certain  rights  and
sold certain assets as part of the sale of the Partnership's
bonds and equity interests.

                       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.  To be filed by  10K/A  when
                   received    from   Burlington   Arboretum
                   Limited Partnership.

                            (22)    (a)          Information
                   Statement  furnished in  connection  with
                   the   solicitation  of  consents,   dated
                   December   29,  1997.   Incorporated   by
                   reference.

        (27)       Financial Data Schedule
                      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 27, 1998
    E. Davisson Hardman, Jr.
    President

By: /s/Lawrence Volpe                   Date: March 27, 1998
    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 27, 1998
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr.             Date: March 27, 1998
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe                       Date: March 27, 1998
Lawrence Volpe
Director

/s/Ronald T. Carman                     Date: March 27, 1998
Ronald T. Carman
Director
                      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 27, 1998
    E. Davisson Hardman, Jr.
    President

By: /s/Lawrence Volpe                   Date: March 27, 1998
    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 27, 1998
William B. Smith
Chairman of the Board of Directors


/s/E. Davisson Hardman, Jr.             Date: March 27, 1998
E. Davisson Hardman, Jr.
Director


/s/Lawrence Volpe                       Date: March 27, 1998
Lawrence Volpe
Director


/s/Ronald T. Carman                     Date: March 27, 1998
Ronald T. Carman
Director
 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.

(22) (a)       *      Information  Statement  furnished   in
               connection with the solicitation of consents,
               dated  December  29, 1997.   Incorporated  by
               reference.

(27)           Financial Data Schedule.

               *  Incorporated by reference.