GCGA LIMITED PARTNERSHIP
                              
                   (Debtor-in-Possession)
                              
                    Financial Statements
                              
              December 31, 1994, 1993 and 1992
                              
         (With Independent Auditors' Report Thereon)
Independent Auditors' Report

The Partners
GCGA Limited Partnership (Debtor-in-Possession):

We have audited the accompanying balance sheets of GCGA
Limited Partnership (debtor-in-possession) as of December
31, 1994 and 1993, and the related statements of operations,
changes in partners' deficit, and cash flows for each of the
years in the three-year period ended December 31, 1994.
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 financials 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, the financial statements referred to above
present fairly, in all material respects, the financial
position of GCGA Limited Partnership (debtor-in-possession)
as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for each of the years in the
three-year period ended December 31, 1994 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared
assuming that the Partnership will continue as a going
concern.  As discussed in note 1, the Partnership filed a
voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code in the United States
Bankruptcy Court (the Bankruptcy Court) on October 15, 1996.
As discussed in note 4 to the financial statements, the
Partnership's first and second mortgage loans are in
default.  These matters raise substantial doubt about the
Partnership's ability to continue as a going concern.  The
Partnership is currently operating its business as a debtor-
in-possession under the jurisdiction of the Bankruptcy
Court, and continuation of the Partnership as a going
concern is contingent upon its ability to formulate a plan
of reorganization that will be confirmed by the Bankruptcy
Court, including restructuring its existing long-term debt
arrangements.  The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

August 1, 1996, except for note 1 as to
  which the date is October 15, 1996.




Washington, D.C.                   /S/KPMG Peat Marwick LLP
<TABLE>
<CAPTION>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)
                                
                         Balance Sheets
                                
                   December 31, 1994 and 1993

Assets                                         1994         1993
<S>                                     <C>               <C>
Real estate, at cost (notes 4 and 5):
 Land                                   $  4,892,336   $4,892,336
 Building and improvements                70,934,457    70,784,457
 Furniture and equipment                       5,965         4,862

                                          75,832,758    75,681,655

Accumulated depreciation                  10,589,746     8,810,188

                                          65,243,012    66,871,467

Cash                                          91,984       927,491
Escrow deposit for real estate taxes and
 miscellaneous items                          97,048       293,678
Accounts receivable - tenants, net of allowance for
 doubtful accounts of $499,321 in 1994, and
 $88,000 in 1993 (note 2)                  5,810,084     5,452,196
Deferred costs, net of accumulated
 amortization of $1,699,874 in 1994
 and $1,223,663 in 1993                    1,269,596     1,311,279
Due from general partner                      99,183        90,890
Other assets                                  13,210        12,062

                                        $ 72,624,117  $ 74,959,063

Liabilities and Partners' Deficit
Liabilities:
 First mortgage loan (note 4)           $ 37,750,000   $37,750,000
 Second mortgage loan (note 4)            58,806,742    57,486,933
 Note payable - Kinney System of Sudbury St., Inc.
  (note 5)                                 2,681,570     2,727,112
 Related party loan (note 6)                  80,000        -
 Deferred rental revenue                     411,927     1,063,937
 Accounts payable and accrued expenses     1,000,921     1,090,071

Total liabilities                        100,731,160   100,118,053

Partners' deficit (note 3)               (28,107,043)  (25,158,990)

Contingencies (notes 4 and 5)
                                        $ 72,624,117  $ 74,959,063
                                
         See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)
                                
                    Statements of Operations
                                
          Years ended December 31, 1994, 1993 and 1992

                                   1994      1993      1992
<S>                            (c)             <C>      <C>
Revenue:
 Rental (including escalation
   income of $2,065,462 in 1994,
   $1,790,824 in 1993, and
   $1,544,016 in 1992)     $12,425,230    $ 11,883,245  $ 10,784,126

 Supplemental rent (note 5)    316,200         316,200       316,200
 Interest and other             27,595          63,282        80,656

Total revenue               12,769,025      12,262,727    11,180,982

Expenses:
 Interest (notes 4 and 5)    8,430,761       8,418,372     8,427,294
 Depreciation                1,779,558       1,769,936     1,764,179
 Amortization                  476,211         372,773       372,773
 Real estate taxes           2,782,248       2,682,802     2,419,040
 Utilities                     656,224         625,989       558,507
 General and administrative  1,309,469         898,040       591,998
 Management fee (note 6)       282,607         345,901       324,546

Total expenses              15,717,078      15,113,813    14,458,337

Net loss                  $ (2,948,053)   $ (2,851,086)  $(3,277,355)



















         See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>

                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)
                                
           Statements of Changes in Partners' Deficit
                                
          Years ended December 31, 1994, 1993 and 1992


                                          General   Limited
                                 Total    Partners       Partners
<S>                              <C>    <C>         <C>
Partners' deficit at
  January 1, 1992          $(18,780,549)$(2,118,833)  $(16,661,716)

 Net loss                    (3,277,355)    (65,547)    (3,211,808)
 Cash distributions            (250,000)     (7,500)      (242,500)

Partners' deficit at
  December 31, 1992        (22,307,904)   2,191,880)   (20,116,024)

 Allocated net loss from January 1, 1993
  through September 20, 1993
  (note 3)                  (2,054,447)     (41,089)    (2,013,358)
 Allocated net loss from September 21,
  1993 to December 31, 1993
   (note 3)                   (796,639)      (7,966)      (788,673)

Partners' deficit at
  December 31, 1993        (25,158,990)  (2,240,935)   (22,918,055)

 Net loss                   (2,948,053)     (29,481)    (2,918,572)

Partners' deficit at
  December 31, 1994        $(28,107,043)$(2,270,416)  $(25,836,627)






















         See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)
                                
                    Statements of Cash Flows
                                
          Years ended December 31, 1994, 1993 and 1992

                                           1994        1993       1992
<S>                                    <C>          <C>          <C>
Cash flows from operating activities:
 Net loss                             $(2,948,053)  $(2,851,086)  $(3,277,355)
 Adjustments to reconcile net loss to
  net cash provided by (used in)
  operating activities:
   Depreciation and
     amortization                       2,255,769      2,142,709   2,136,952
   Decrease (increase) in:
     Escrow deposit                       196,630        (69,410)     50,389
     Accounts receivable-tenant          (357,888)        (6,091)  1,308,169
     Deferred costs                      (434,528)             -     129,619
     Due from general partner              (8,293)        (7,601)    224,719
     Other assets                          (1,148)           472      (2,039)
   Increase (decrease) in:
     Accounts payable and accrued
       expenses                           (89,150)      (255,510)  (545,915)

     Deferred rental revenue              (652,010)    1,063,937        -

Net cash provided by (used in) operating
 activities                             (2,038,671)       17,420     24,539

Cash flows from investing activities -
 investment in real estate                (151,103)         -        28,122

Cash flows from financing activities:
 Proceeds of second mortgage
 loan                                    1,319,809          -       317,087
 Proceeds of related party
   loan                                     80,000          -            -
 Repayment of notes payable to
  Kinney System                            (45,542)    (41,196)    (37,317)
 Cash distributions                              -         -      (250,000)

Net cash provided by (used in) financing
 activities                               1,354,267     (41,196)    29,770

Increase (decrease) in cash                (835,507)    (23,776)    82,431
Cash at beginning of year                   927,491     951,267    868,836

Cash at end of year                      $   91,984  $   927,491 $   951,267

Supplemental disclosure of
  cash paid during the year
  for interest                           $ 8,416,486 $ 8,418,685 $ 8,427,294

      See accompanying table notes to financial statements.
</TABLE>
                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)
                Notes to Financial Statements
              December 31, 1994, 1993 and 1992

1. Organization

GCGA Limited Partnership (the Partnership) is a limited
partnership organized under the laws of the Commonwealth of
Massachusetts.  Until September 20, 1993, the general
partners of the Partnership were Government Center Garage
Associates Limited Partnership (GCA) and LS Government
Center Limited Partnership (LSA).  GCA and LSA each owned a
1% general partnership interest, and a 65-2/3% and 32-1/3%
limited partnership interest, respectively.

On September 20, 1993, LSA withdrew from the Partnership.
In conjunction with its withdrawal from the Partnership, LSA
transferred its 1% general partnership interest and 31-1/3%
of its limited partnership interest to GCA.  The 1% general
partnership interest was then converted to a limited
partnership interest by GCA.  LSA transferred its remaining
1% limited partnership interest to Richard Rubin.

The Partnership is the sole beneficiary of Government Center
Garage Realty Trust (the Trust) which owns One Congress
Street (the Property), an 11-story structure containing
approximately 260,000 square feet of office and retail space
in addition to a 2,200-space parking garage, located in
Boston, Massachusetts.

On October 15, 1996, the Partnership filed a voluntary
petition for relief under Chapter 11 ("Chapter 11") of Title
11 of the United States Code in the United States Bankruptcy
Court for the District of Maryland (the Bankruptcy Court).
The Partnership is presently operating its business as
debtor-in-possession under the jurisdiction of the
Bankruptcy Court and intends to propose a plan of
reorganization pursuant to Chapter 11.  As debtor-in-
possession, the Partnership may not engage in transactions
outside of the ordinary course of business without approval
of the Bankruptcy court, after notice and hearing.  Since
the Chapter 11 filing on October 15, 1996, the Partnership
continued discussions with the holder of its second mortgage
loan relating to restructuring alternatives.




1. Organization (continued)

As described in note 4, the general partner in one of the
Partnership's general partners filed a voluntary petition
under Chapter 11 of the Bankruptcy Code.  This constitutes a
technical event of default under the first and second
mortgage loans.  The lenders' remedies include accelerating
the maturity date and demanding immediate payment of the
loans.

At December 31, 1994, 94% of the office building and retail
rental space and 100% of the garage space is under lease.
However, on August 22, 1996, a major tenant vacated
approximately 68,000 net square feet of office space.  The
vacancy of this space, which comprises 26% of the total
office and retail space, will cause a significant decrease
in the Partnership's cash flow from operations.  The
Partnership is actively pursuing a new tenant for this
vacated space.  As a result of the decrease in cash flow,
the Partnership was delinquent in making the October 1, 1996
payment on its second mortgage loan.  Due to this
delinquency, the second mortgagor filed for receivership of
the assets of the Partnership on October 15, 1996.  These
events led to the Partnership's decision to file for
protection under Chapter 11 to enable the Partnership to
restructure its financial arrangements under the
jurisdiction of the Bankruptcy Court.

The liabilities subject to compromise at October 15, 1996
are comprised primarily of the second mortgage loan and
related accrued interest.  These liabilities and other
operating liabilities are subject to adjustment in the
reorganization process.  Under Chapter 11, actions to
enforce certain claims against the Partnership are stayed if
the claims arose, or are based on events that occurred, on
or before the petition date of October 15, 1996.  The
ultimate terms of settlement of these liabilities and claims
will be determined in accordance with a plan of
reorganization which requires the approval of impaired
prepetition creditors and confirmation by the Bankruptcy
Court.  Other liabilities may arise or be subject to
resolution of claims for contingencies and other disputed
amounts.  The ultimate resolution of such liabilities will
be part of a plan of reorganization.

The accompanying financial statements have been presented on
the basis that the Partnership is a going concern, which
contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  As a
result of the Chapter 11 filing and circumstances relating
to this event, realization of assets and satisfaction of
liabilities is subject to uncertainty.  A plan of
reorganization could materially change the amounts reported
in the
1. Organization (continued)

accompanying financial statements, which may be necessary as
a consequence of a plan of reorganization.  The ability of
the Partnership to continue as a going concern is dependent
on, among other things, confirmation of an acceptable plan
of reorganization.

2. Summary of Significant Accounting Policies

Basis of Accounting

The Partnership uses the accrual basis of accounting for
financial reporting purposes in conformity with generally
accepted accounting principles.  The preparation of
financial statements in conformity with generally accepted
accounting principles requires the use of management
estimates that affect certain reported amounts and
disclosures.  Actual results could differ from those
estimates.

Real Estate

Real estate and related improvements are recorded at cost
less accumulated depreciation and amortization.  Cost
includes land and improvements, direct construction costs,
indirect project costs, and carrying costs, including real
estate taxes and interest incurred during the construction
period.

Depreciation is recorded on the straight-line basis over the
estimated useful lives of the assets:  building and building
improvements, 40 years; furniture and equipment, 15 years.

Interest, property taxes, and insurance relating to
construction were capitalized during the period in which
construction activities were in progress.  Costs incurred
after construction was substantially complete were charged
to expense.

Rental Revenue

Rental revenue is recognized on a straight-line basis over
the life of the respective leases.  The cumulative excess of
rental revenue recognized on a straight-line basis over
contract rents is included in accounts receivable.  As of
December 31, 1994 and 1993, such amounts included in
accounts receivable were $5,552,780 and $5,208,529,
respectively.  The cumulative excess of contract rents over
rental revenue recognized on a straight-line basis is
recorded as deferred rental revenue.
2. Summary of Significant Accounting Policies (continued)

Deferred Costs

Loan costs related to the construction financing have been
capitalized as part of the cost of the building and are
amortized over the life of the building.  Loan costs related
to the mortgage payable have been capitalized and are being
amortized over the term of the mortgage.

Lease commission expenses incurred have been capitalized and
are amortized on a straight-line basis over the lives of the
respective leases.

Leasehold improvements have been capitalized are amortized
on a straight-line basis over the lives of their respective
leases.

Income Taxes

No provision for income taxes has been made in the financial
statements because the partners report any income or loss
for tax purposes on their tax returns.

3. Partnership Agreement

The Partnership Agreement and subsequent amendments (the
Agreement) provide that net cash flow, as defined in the
Agreement, generally will be paid to the partners prorata,
in accordance with each of their partnership interests.

Net capital proceeds, as defined in the agreement, generally
will be distributed to the partners prorata in accordance
with each of their partnership interests.  However, net
capital proceeds arising from a transaction involving the
disposition of all or substantially all the beneficial
interest in the Trust or property or involving the
liquidation of the Partnership shall be distributed in
accordance with the partners capital accounts, as adjusted,
pursuant to the Agreement.

In consideration of the change in the Partnership, discussed
in note 1, the net loss for 1993 was assumed to have been
incurred evenly throughout the year, and was allocated to
the partners in proportion to their respective partnership
interests before and after September 20, 1993, the effective
date of the change.



4. Mortgage Loans Payable

In October 1989, the Trust obtained a 9.39% fixed rate first
mortgage loan for $37,750,000 from a major insurance
company.  The loan requires monthly payments of interest
only and matures November 1, 2001.  Interest expense
incurred on this loan was $3,544,725 in 1994, 1993 and 1992.

In April 1989, the Trust also obtained a $57.7 million
second mortgage construction and permanent loan commitment
from Dean Witter Yield Plus, L.P. and Dean Witter Realty
Yield Plus II, L.P. (the Lenders).  Subsequently, the
commitment was increased to $59.2 million to fund certain
costs incurred to accelerate the completion of the
construction.

In August 1990, the second mortgage construction and
permanent loan commitment was converted to a permanent
second mortgage loan.  Base interest is payable monthly at
8%.  Before the loan was modified on September 20, 1993, it
also provided for additional interest of 37% of adjusted
gross receipts, as defined in the loan agreement, and 37% of
net capital proceeds after repayment of the first and second
mortgage loans and other partnership indebtedness.  The
balance of the second mortgage loan was $58,806,742 at
December 31, 1994 and $57,486,933 at December 31, 1993.  The
second mortgage loan matures November 1, 2001.  Interest
expense incurred on this loan for 1994, 1993 and 1992 was
$4,614,996, $4,598,955 and $4,604,027, respectively.

According to the Trust's loan agreement with the Lenders,
the Trust may borrow up to $59.2 million from the Lenders.

The loan was modified on September 20, 1993.  The loan
modification provided that: (1) the Lenders are obligated to
make loan advances to the Trust necessary for the Trust to
pay expenses due and payable in connection with the
ownership and operation of the property during the free rent
period to which GSA is entitled under its lease of the
property (see note 5); (2) the loan advances, in aggregate,
shall not exceed $1,713,067, the amount remaining on the
lenders $59.2 million commitment; and (3) the Lenders are
not obligated to advance to the Trust a portion of the loan
proceeds (which will be at least 50%) that may remain after
any advances made to the Trust to pay expenses during the
GSA free rent period.  Under the loan modification, the
Lenders and the Trust also agreed to increase the amount of
"Additional Interest" payable to the Lenders under the
second mortgage loan by (i) providing for the payment of the
first $250,000 of adjusted gross receipts in any calendar
year as additional interest, and (ii) increasing the
additional

4. Mortgage Loans Payable (continued)

interest from adjusted gross receipts and net capital
proceeds of the Property, after payment of the first
$250,000, from 37% to 58%.  No additional interest was due
to the Lenders at December 31, 1994, 1993, and 1992.

In conjunction with the loan modification and changes in
partnership interests on September 20, 1993, an existing
operating deficit guaranty of the former general partners
was released by the Lenders.

In August 1991, the general partner of one of the
Partnership's general partners filed a voluntary petition
under Chapter 11 of the Bankruptcy Code.  In September 1993,
this general partner's interest was converted to a limited
partnership interest.  In June 1996, this limited
partnership interest was placed in a trust for the benefit
of the partners' creditors.  The above matter constitutes a
technical event of default under the first and second
mortgage loans.  Therefore, the loans may be called at any
time.  See note 1.

As a result of the partnership's reorganization proceedings,
the repayment terms of the mortgage loans payable will be
determined pursuant to a plan of reorganization confirmed by
the Bankruptcy Court.

5. Leases

The Partnership's rental real estate consists of an 11-story
structure containing a 2,200-space parking garage and
approximately 260,000 square feet of office and retail space
available for lease.  As of December 31, 1994, approximately
94% of the office and retail rental space and 100% of the
garage space is under lease.  The following table summarizes
future minimum rents under noncancelable operating leases
and the percentage of total rented space expiring each year,
as of December 31, 1994:
<TABLE>
<CAPTION>
                                                  Percentage
                                                   of Space
                                       Future        Under
       Year ended December 31      Minimum Rentals   Lease
Expiring
<S>      <C>                       <C>              <C>

          1995                       11,822,011       -
          1996                       11,157,587      27%
          1997                        7,722,432      60%
          1998                        4,130,449       -
          1999                        4,335,515       -
          Thereafter                 17,808,991      13%
                                   $ 56,976,985      100%
</TABLE>
5. Leases (continued)

The parking garage is master-leased to Kinney System of
Sudbury St., Inc., a wholly owned subsidiary of Kinney
System, Inc., under a lease agreement which expires in
December 2003.  The lease is a triple-net lease with two
five-year options at fair market value.

At the inception of the lease, the lessee granted a
$3,000,000 loan to the Partnership, which is payable in
monthly payments of $26,350, which include interest at 10%
per annum.  As of December 31, 1994 and 1993, the balance
outstanding was $2,681,570 and $2,727,112, respectively.
The lease provides for supplemental rental payments to the
Partnership of $26,350 per month to cover loan principal and
interest payments.  These amounts are recorded as
supplemental rent.  The lease also provides that the unpaid
principal of the loan may be forgiven if certain conditions,
as more fully described in the note agreement, are met.
Interest expense incurred on this loan for 1994, 1993, and
1992 was $271,040, $274,692 and $278,542, respectively.

The retail space represents approximately 15% of the total
net leasable office and retail space in the building and is
approximately 60% occupied at December 31, 1994.

The office space represents approximately 85% of the total
net leasable office and retail space in the building and is
100% occupied at December 31, 1994.

The building has one tenant that comprises approximately 87%
of total office and retail space and 43% of total building
cash rents paid during 1994.

6. Related-Party Transactions

The Property is managed by an affiliate of the Partnership.
During 1994, 1993 and 1992, the affiliate earned $282,607,
$345,901, and $324,546, respectively, in management fees.

In November 1994, the Partnership obtained an $80,000 short-
term loan from an affiliate.  This noninterest-bearing loan
was repaid in January 1995.