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

                                   FORM 10-Q

[ X ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                      For the period ended March 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

Former name, former address and former fiscal year, if changed since last 
report: not applicable

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           

                                 Page 1 of 16<PAGE>
<TABLE>
                               PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                       BALANCE SHEETS

<CAPTION>
                                                            March 31,      December 31,
                                                              1997             1996    

                                           ASSETS
<S>                                                       <C>              <C>
Cash and cash equivalents                                 $  5,089,948     $  4,743,191

Investments in revenue bonds available for sale            111,348,000      110,696,721

Deferred bond selection fee, net                               994,788        1,048,032

Escrowed funds                                                 669,182          774,756

Accrued interest receivable                                    458,356        1,015,685

                                                          $118,560,274     $118,278,385



                              LIABILITIES AND PARTNERS' CAPITAL

Excess of equity in losses of property-owning
  investees over investments therein                      $  6,170,741     $  6,098,642

Accounts payable and other liabilities                         893,659          908,516

                                                             7,064,400        7,007,158

Partners' capital:
  Net unrealized gain on revenue bonds available
     for sale                                                3,425,911        2,774,632
  General Partner                                             (655,733)        (647,230)
  Limited Partner Assigned Benefit Certificates
     (7,454,110 ABCs outstanding)                          108,725,696      109,143,825
  Total Partner's capital                                  111,495,874      111,271,227

                                                          $118,560,274     $118,278,385








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

                                  STATEMENTS OF OPERATIONS

                         Three months ended March 31, 1997 and 1996

<CAPTION>

                                                             1997             1996   
<S>                                                       <C>              <C>
Interest income:
  Revenue bonds                                           $2,208,608       $2,292,782
  Short-term investments                                      28,497           34,048

                                                           2,237,105        2,326,830

Equity in losses of property-owning investees                 72,099          232,003

Expenses:
  General and administrative                                 118,120           94,216

Net income                                                $2,046,886       $2,000,611

Net income allocated to:
  Limited partners                                        $2,005,948       $1,960,599
  General partner                                             40,938           40,012
                                                          $2,046,886       $2,000,611

Net income per Assigned Benefit Certificate               $      .27       $      .26























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

                               STATEMENT OF PARTNERS' CAPITAL

                              Three months ended March 31, 1997
<CAPTION>


                                                                  Net
                                                               Unrealized
                                                                 Gain on
                                       Limited       General     Revenue
                                       Partner       Partner      Bonds         Total   

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

Net income                             2,005,948      40,938                   2,046,886

Cash distributions                    (2,424,077)    (49,441)                 (2,473,518)

Net change in fair value of revenue
  bonds available for sale                -             -         651,279        651,279

Partners' capital (deficit) at
  March 31, 1997                    $108,725,696   $(655,733)  $3,425,911   $111,495,874

























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

                                  STATEMENTS OF CASH FLOWS

                         Three months ended March 31, 1997 and 1996

<CAPTION>
                                                                     1997          1996   
<S>                                                              <C>           <C>
Cash flows from operating activities:
  Net income                                                     $ 2,046,886   $ 2,000,611
  Adjustments to reconcile net income to net cash provided
  by operating activities:
    Equity in losses of property-owning investees                     72,099       232,003
    Amortization of deferred bond selection fee                       53,244        53,244
    Decrease in accrued interest receivable                          557,329        85,676
    Decrease in escrowed funds                                       105,574        87,211
    Decrease in accounts payable and other liabilities               (14,857)      (62,629)

      Net cash provided by operating activities                    2,820,275     2,396,116

Cash flows used in investing activities:
  Investment in property-owning investee                               -           (15,000)

Cash flows used in financing activities:
  Cash distributions                                              (2,473,518)   (2,281,870)

Increase in cash and cash equivalents                                346,757        99,246

Cash and cash equivalents at beginning of period                   4,743,191     5,255,586

Cash and cash equivalents at end of period                       $ 5,089,948   $ 5,354,832












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

1.  The Partnership and Accounting Policies

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 on August 20, 1986.  

The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.
    
Net income per Assigned Benefit Certificate ("ABC") is calculated by
dividing net income allocated to the Investors, in accordance with
the Partnership Agreement, by the number of ABCs outstanding.

In the opinion of management, the accompanying financial statements,
which have not been audited, include all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the
results for the interim periods.

These financial statements should be read in conjunction with the
annual financial statements and notes thereto included in the
Partnership's annual report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 1996
Operating results of interim periods may not be indicative of the
operating results for the entire year.

The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" in
February, 1997.  This pronouncement establishes standards for
computing and presenting earnings per share, and is effective for
the Partnership's 1997 year-end financial statements.  The
Partnership's management has determined that this standard will have
no impact on the Partnership's computation or presentation of net
income per unit of limited partnership interest.

2.  Investment in Revenue Bonds

The Partnership recognized provisions for uncollectible interest of
$250,075 and $254,970 for the three months ended March 31, 1997 and
1996, respectively, which amounts represent accrued but unpaid
interest on the Park at Landmark revenue bond in 1997 and 1996. 
These amounts were recorded as a reduction of interest income from
revenue bonds.

Because the revenue bonds are not readily marketable, the
Partnership estimates the fair value of each bond as the present
value of its expected cash flows using a rate of interest for
similar investments taking into account the estimated value of the
underlying collateral.  The process of determining the fair value of
the revenue bonds is based upon projections of future economic
events affecting the real estate collateralizing the bonds such as
property occupancy rates, rental rates, operating cost inflation,
market capitalization rates, and upon market interest rates;
therefore, amounts ultimately collected from the revenue bonds may
differ materially from their carrying values.  The cash flow used in
this process are based on good faith estimates and assumptions
developed by the Managing General Partner.  Unanticipated events and
circumstances may occur and some assumptions may not materialize;
therefore, actual results may vary from the estimates and the
variance may be material.

The amortized cost basis of the revenue bonds was $107,922,089 at
March 31, 1997 and December 31, 1996.  Net unrealized gain on
revenue bonds consists of gross unrealized gains and losses of
$7,640,000 and $4,214,089, respectively, at March 31, 1997 and
$7,498,238 and $4,723,606, respectively, at December 31, 1996.

The Partnership has been notified by the owner of the Township at
Hampton Woods property that the owner intends to prepay its revenue
bond in June 1997.

3.  Related Party Transactions

An affiliate of the General Partner performs bond servicing and
administrative functions, processes investor transactions and
prepares tax information for the Partnership.  For each of the
three-months ended March 31, 1997 and 1996, the Partnership incurred
approximately $129,000 for these services.  As of March 31, 1997,
the affiliate was owed approximately $97,000 for these services.
Another affiliate of the General Partner earned fees of $25,787 and
$25,115 for the management of the Park at Landmark property during
the three months ended March 31, 1997 and 1996, respectively.  As of
March 31, 1997, the affiliate was owed $8,530 by the owner of Park
at Landmark for these services.

4.  Litigation

Various public partnerships sponsored by Realty (including the
Partnership and its Managing General Partner) are defendants in
purported class action lawsuits pending in state and federal court. 
The complaints allege a number of claims, including breach of
fiduciary duty, fraud and misrepresentation, and seek an accounting
of profits, compensatory and other damages in an unspecified amount,
possible liquidation of the Partnership under a receiver's
supervision and other equitable relief.  The defendants are
vigorously defending these 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 ABC Holder in the Partnership filed
a petition against the Partnership and the General Partner.  The
action seeks access to the list of ABC holders and Limited Partners
in the Partnership and unspecified damages for alleged breaches of
fiduciary duty by the General Partner in connection with the refusal
to provide such list.  The Partnership and the General Partner
believe that they have good defenses in the action.

5.  Cash Distributions

On May 12, 1997, the Partnership paid a cash distribution of
$2,424,077 to the Investors ($0.325 per ABC) and $49,441 to the
General Partner.

<PAGE>
<TABLE>
                                TEMPO-LP, INC.

                                BALANCE SHEETS
<CAPTION>
                                                  March 31,     December 31,
                                                     1997           1996   

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

Investment in Partnership, at cost                   100             100



                             STOCKHOLDERS' EQUITY

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























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

                            NOTE TO BALANCE SHEETS


1.  Organization

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

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

<PAGE>
Item 2.  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 was terminated in 1987.  The Registrants have
no plans to raise additional capital.

The Partnership has purchased ten series of revenue bonds, the
proceeds of which funded the development of eight multi-family
residential properties (the "Properties").  The Partnership's
acquisition program has been completed.  No additional investments
are planned.

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

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

Continued moderate economic growth resulted in steady demand for
apartment units during the first quarter 1997, although rate
increases were not prevalent in every region of the country.  In
general, rental rates did not increase significantly during the
first quarter 1997 due to competition from new apartment projects
and the relative affordability of single-family housing. 
Development of new apartments continues to increase in the Southeast
and Southwest and new construction has also occurred in some
midwest, northeast, and west coast markets.

Because the revenue bonds owned by the Partnership are not readily
marketable, the Partnership estimates the fair value of each bond as
the present value of its expected cash flows using a rate of
interest for similar investments taking into account the estimated
value of the underlying collateral.  The process of determining the
fair value of the revenue bonds is based upon projections of future
economic events affecting the real estate collateralizing the bonds
such as property occupancy rates, rental rates, operating cost
inflation, market capitalization rates, and upon market interest
rates; therefore, amounts ultimately collected from the revenue
bonds may differ materially from their carrying values.  The cash
flows used in this process are based on good faith estimates and
assumptions developed by the Managing General Partner. 
Unanticipated events and circumstances may occur and some
assumptions may not materialize; therefore, actual results may vary
from the estimates and the variance may be material.

The payment status of each revenue bond during the three months
ended March 31, 1997 was as follows:

Cash flow from the High Ridge Apartments, Township in Hampton Woods
Apartments, Wildcreek Apartments and Burlington Arboretum Apartments
properties enabled their owners to pay debt service during the three
months ended March 31, 1997 at effective interest rates of 7.75%,
8.50%, 8.66% and 7.65%, respectively.  These payment rates equaled
or exceeded the minimum interest required on the respective loans;
the excess payments were applied to base interest.  During the
remainder of 1997, each of these properties is expected to operate
at a modest cash flow surplus after payment of minimum debt service
and, therefore, should be able to continue to pay a portion of base
interest during 1997.

Cash flow from the Pine Club Apartments enabled their owner to pay
minimum debt service.  The property is expected to generate
sufficient cash flow to pay minimum debt service during the
remainder of 1997.

During the three months ended March 31, 1997, the Fountain Head
property, owned 50% each by the Partnership and Fountain Head
Partners, an unaffiliated party, operated at approximately breakeven
on a cash flow basis (after required minimum debt service and
additions to replacement reserves) and the General Partner expects
that it will continue to do so during the remainder of 1997.  As of
March 31, 1997, Fountain Head Partners has a remaining commitment to
fund property operating deficits of $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) is paid to the Partnership.  The
property operated at a modest cash flow surplus for the three months
ended March 31, 1997 and the owner was able to pay its minimum debt
service.  Cash flow from the property is expected to be sufficient
to fully pay minimum debt service during the remainder of 1997.

All of the cash flow generated by the Part at Landmark property
(which is partly owned by the Partnership) is paid to the
Partnership.  During the three months ended March 31, 1997, the
Partnership received $399,612 from the property; this amount was
less than required minimum debt service by $250,075.  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 May 12, 1997, the Partnership paid the first quarter cash
distribution of $2,424,077 to the Investors ($0.325 per ABC) and
$49,441 to the General Partner.

The Partnership has been notified by the owner of the Township at
Hampton Woods property that the owner intends to prepay its
$10,800,000 revenue bond in June 1997.  If the bond is prepaid,
proceeds will be distributed to the Investors and the Partnership's
cash flow available for distribution will decrease.  The Partnership
received approximately $920,000 of minimum interest on the bond for
the year-ended December 31, 1996.

Except as discussed herein and in the financial statements, the
General Partner is not aware of any trends or events, commitments or
uncertainties that may have a material impact on liquidity.

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

Operations

Fluctuations in the Partnership's operating results for the three-
months ended March 31, 1997 compared to the three-months ended March
31, 1996 were primarily attributable to the following:

Interest income from revenue bonds decreased during the first
quarter of 1997 primarily due to $108,000 of interest received in
the first quarter of 1996 from the Township in Hampton Woods
property pertaining to the settlement of its loan default.

Equity in losses of property-owning investees decreased in 1997
primarily due to increased rental income at the Sunbrook and Park at
Landmark properties.  This increase was due to occupancy increases
at both properties, and an increase in rental rates at the Sunbrook
property.

General and administrative expenses increased during the first
quarter of 1997 primarily due to increased costs related to investor
reporting.

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

Burlington Arboretum Apartments, located in Burlington, MA, a suburb
of Boston, is in a strong market with a current vacancy rate of
approximately 5%.  Average occupancy during the first quarter was
96% and the owner anticipates increasing rental rates by
approximately 2.5% in the second quarter.

The Park at Landmark property, located in Alexandria, VA, continues
to operate in a very competitive market experiencing a vacancy rate
of approximately 10%.  The property has discontinued offering rental
concessions and free rent to compete with surrounding properties;
however, market conditions may cause these concessions to be
reinstated sometime in 1997.  Average occupancy at the property
during the first quarter was 92%.

Pine Club Apartments, located in Orlando, FL, operates in a market
with a current vacancy rate of approximately 6%.  The market
continues to remain strong due to steady employment growth in the
Orlando area.  The completion of several new high-end luxury
complexes in 1996 has not negatively affected the property.  Average
occupancy at the property during the first quarter was 93%.  Pine
Club anticipates increasing rents slightly during the second quarter
1997.

SunBrook Apartments, located in St. Charles County, MO, a suburb of
St. Louis, is in a market currently experiencing a vacancy rate of
approximately 7%.  The complex consists primarily of furnished
apartments and offers short-term leases to corporate renters. 
Market demand for the units increases during the spring and summer
months.  Rent increases of approximately 3% are projected in 1997. 
Average occupancy during the first quarter was 83%.

Wildcreek Apartments, located in Clarkston, GA, a suburb of Atlanta,
is in a mature market with a current vacancy rate of approximately
10%.  At the property, average occupancy during the first quarter
was 95%.  Rental rates were increased slightly during the first
quarter.  There is minimal new apartment construction in this sub-
market.

The Township in Hampton Woods property, located in Hampton, VA,
operates in a market (with a vacancy rate of approximately 7%) which
is primarily dependent on the defense industry.  This market remains
competitive as newly constructed units will be completed in the
second quarter of 1997 and will impact the property in the future. 
Average occupancy at the property was 92%.

High Ridge Apartments, located in Albuquerque, NM, operates in a
weakening market experiencing a current vacancy rate of
approximately 9%.  Competing apartment buildings continue to offer
rental concessions to attract new tenants, and High Ridge has
decreased rents on some units to remain competitive.  New
construction in the market may adversely impact the property in
1997.  Occupancy at the property remained at 98%.

Fountain Head Apartments, located in Kansas City, MO, operates in a
market with a vacancy rate of 5%.  Average occupancy during the
first quarter was 96% and rent increases are planned for 1997.  New
apartment units are under construction, but they are not expected to
adversely affect the property.

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.

PART II - OTHER INFORMATION  

Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

             An exhibit index has been filed as part of this Report 
             on Page E1.

<PAGE>
                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their
behalf by the undersigned thereunto duly authorized.


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

  
                                By:  TEMPO-GP, INC.
                                     Managing General Partner


Date:  May 15, 1997             By:  /s/E. Davisson Hardman, Jr. 
                                     E. Davisson Hardman, Jr.
                                     President


Date:  May 15, 1997             By:  /s/Lawrence Volpe           
                                     Lawrence Volpe    
                                     Controller                 
                                     (Principal Financial and           
                                       Accounting Officer)


                                     TEMPO-LP, INC.


Date:  May 15, 1997                  By:   /s/E. Davisson Hardman, Jr.        
                                           E. Davisson Hardman, Jr.
                                           President


Date:  May 15, 1997                  By:   /s/Lawrence Volpe           
                                           Lawrence Volpe    
                                           Controller                 
                                           (Principal Financial and
                                            Accounting Officer)<PAGE>
                                 Exhibit Index


                         Quarter Ended March 31, 1997




Exhibit                                                       
  No.                                Description              

 27                           Financial Data Schedule         
























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