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

                       FORM 10-K/A

[ 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
                                                             None
                       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.

                            (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: April 14, 1998
    E. Davisson Hardman, Jr.
    President

By: /s/Lawrence Volpe                   Date: April 14, 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: April 14, 1998
William B. Smith
Chairman of the Board of Directors

/s/E. Davisson Hardman, Jr.             Date: April 14, 1998
E. Davisson Hardman, Jr.
Director

/s/Lawrence Volpe                       Date: April 14, 1998
Lawrence Volpe
Director

/s/Ronald T. Carman                     Date: April 14, 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: April 14, 1998
    E. Davisson Hardman, Jr.
    President

By: /s/Lawrence Volpe                   Date: April 14, 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: April 14, 1998
William B. Smith
Chairman of the Board of Directors


/s/E. Davisson Hardman, Jr.             Date: April 14, 1998
E. Davisson Hardman, Jr.
Director


/s/Lawrence Volpe                       Date: April 14, 1998
Lawrence Volpe
Director


/s/Ronald T. Carman                     Date: April 14, 1998
Ronald T. Carman
Director
 DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
                   Two World Trade Center
                  New York, New York 10048


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

Attached  is Registrant's Form 10-K/A by which the financial
statements  of Burlington Arboretum Limited Partnership  are
filed  as  financial  statement  schedules  to  Registrant's
annual  report on Form 10-K for the year ended December  31,
1997.



                              Very truly yours,

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

Date:  April 14, 1998              By:  TEMPO-GP, INC.
                              Managing General Partner


                          By: /s/ C. M. Charrow
                              Charles M. Charrow
                              Assistant Controller