5



















                  GCGA LIMITED PARTNERSHIP

                    Financial Statements

            For the year ended December 31, 1997

                Independent Auditors' Report
Independent Auditors' Report



To the Partners of
  GCGA Limited Partnership



We  have  audited  the accompanying balance  sheet  of  GCGA
Limited  Partnership (the "Partnership") as of  December 31,
1997  and  the related statements of operations, changes  in
partners'  capital deficiency, and cash flows for  the  year
then   ended.    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 audit.

We conducted our audit 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 audit provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all  material  respects,  the  financial  position  of  GCGA
Limited  Partnership as of December 31, 1997 and the results
of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.







                                   Deloitte & Touche, LLP
                                   /s/ Deloitte & Touche,
LLP

New York, New York
March 24, 1998


<TABLE>
                    GCGA LIMITED PARTNERSHIP

                          Balance Sheet

                        December 31, 1997
<CAPTION>


                             Assets
<S>                                                    <C>
Real estate, at cost:
 Land                                                       $
4,892,336
 Building and improvements
70,951,977

75,844,313
 Accumulated depreciation
(15,923,007)

59,921,306

Cash
2,117,296
Escrow deposits
772,378
Accounts receivable
4,975,179
Deferred costs, net of accumulated amortization of $465,584
258,342
Other assets
210,190

                                                       $
68,254,691


          Liabilities and Partners' Capital Deficiency

Liabilities:
 First mortgage loan                                   $
37,750,000
 Second mortgage loan and accrued interest
72,148,266
 Note payable
2,514,255
 Accounts payable and other liabilities
521,762


112,934,283

Partners' capital deficiency
(44,679,592)

                                                       $
68,254,691









         See accompanying notes to financial statements.
</TABLE>

<TABLE>
                    GCGA LIMITED PARTNERSHIP

                     Statement of Operations

                  Year ended December 31, 1997
<CAPTION>

<S>
<C>
Revenue:
 Rental
$11,498,722
 Interest and other
238,937


11,737,659

Expenses:
 Interest
11,805,253
 Property operating
3,638,939
 Depreciation
1,774,048
 Amortization
166,095
 General and administrative
1,436,737


18,821,072

Net loss
$(7,083,413)

























         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP

      Statement of Changes in Partners' Capital Deficiency

                  Year ended December 31, 1997

<CAPTION>
<S>
<C>
Partners' capital deficiency at December 31, 1996
$(37,719,179)

Contributions
200,000

Distributions
(77,000)

Net loss
(7,083,413)


Partners' capital deficiency at December 31, 1997
$(44,679,592)































         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP

                     Statement of Cash Flows

                  Year ended December 31, 1997

<CAPTION>
<S>
<C>
Cash flows from operating activities:
 Net loss
$(7,083,413)
 Adjustments to reconcile net loss to net cash provided by
operating activities:
   Interest accrual on second mortgage loan in excess of cash
payments                                         6,856,266
   Depreciation and amortization
1,940,143
   Increase in operating assets:
     Escrow deposits
(188,802)
     Other assets
(98,627)
     Accounts receivable
(36,403)
     Deferred costs
(29,417)
   Decrease in accounts payable and other liabilities
(92,377)

      Net cash provided by operating activities
1,267,370

Cash flows from financing activities:
 Partner contributions
200,000
 Repayment of note payable
(80,571)
 Partner distributions
(77,000)

      Net cash provided by financing activities
42,429

Increase in cash
1,309,799

Cash at beginning of year
807,497

Cash at end of year                                     $
2,117,296

Supplemental disclosure of cash paid during the year for interest
$ 4,948,987

















         See accompanying notes to financial statements.
</TABLE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

                      December 31, 1997

1. Organization

GCGA   Limited  Partnership  (the "Partnership")  is  a   limited
partnership  organized  under the laws  of  the  Commonwealth  of
Massachusetts.   The  Partnership  is  the  sole  beneficiary  of
the   Government   Center  Garage  Realty   Trust   (the "Trust")
which  owns  One  Congress Street (the "Property"),  an  11-story
structure  containing  approximately  246,000  square   feet   of
office  space,  37,000  square  feet  of  retail  space   and   a
2,200-space     parking    garage,     located     in     Boston,
Massachusetts.

Prior  to  October  27,  1997, the partners  of  the  Partnership
were  Government  Center  Garage Associates  Limited  Partnership
("GCA"),  which  owned a 1% general partnership  interest  and  a
98%    limited   partnership   interest,   and   an    individual
affiliated  with the developer of the Property  who  owned  a  1%
limited partnership interest.

In   October  1996,  the  Partnership  defaulted  on  its  second
mortgage  loan  by  failing  to  timely  pay  its  debt  service.
Thereafter,  the  second  mortgage  lender  (Dean  Witter  Realty
Yield  Plus,  L.P.  ("Yield Plus") and Dean Witter  Yield  Realty
Plus  II,  L.P.  ("Yield Plus II"), collectively,  the  "Lender")
accelerated  the  loan and attempted to take  possession  of  the
property.    On  October 15,  1996,  the  Partnership   and   the
Trust  filed  a  voluntary petition for relief under  Chapter  11
of  Title  11  of  the United States Code in  the  United  States
Bankruptcy   Court   for   the   District   of   Maryland    (the
"Bankruptcy   Court").   While  in  bankruptcy,  the  Partnership
operated  as  a  debtor-in-possession,  whereby  the  Partnership
could   not  engage  in  transactions  outside  of  the  ordinary
course  of  business  without approval of the  Bankruptcy  Court,
after notice and hearing.

On   October   27,   1997,  the  Partnership   entered   into   a
settlement  agreement  with  the Lender  (the  "Agreement").   As
part  of  the  Agreement,  two new corporations,  each  of  which
are  jointly  owned  by  Yield  Plus  (58%)  and  Yield  Plus  II
(42%),  became  the  sole  general  partners  (the  "New  General
Partners")   of   the   Partnership  (with   an   aggregate   19%
ownership  interest)  and  GCA (with an  aggregate  1%  ownership
interest).   Yield  Plus and Yield Plus II have  agreed  to  make
all   decisions  concerning  the  Partnership  and  its  property
jointly,   and   retain   an  affiliate  of   the   Partnership's

                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

1. Organization (continued)

original  general  partner  as  property  manager.   As  part  of
the    Agreement,   the   second   mortgage   loan    was    also
restructured (see Note 4).

Pursuant    to   the   Agreement,   GCA's   limited   partnership
interest in the Partnership was reduced to 81%.

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.

Real  estate  and  related  improvements  are  recorded  at  cost
less   accumulated   depreciation.   Cost   includes   land   and
improvements,   direct  construction  costs,   indirect   project
costs,   and   carrying  costs,  including  real  estate   taxes,
interest   and   loan  costs  incurred  during  the  construction
period.    Depreciation   is  recorded   on   the   straight-line
method.  Repairs are expensed.

Cash  and  cash  equivalents consist of cash  and  highly  liquid
investments  with  maturities, when purchased,  of  three  months
or less.

At  least  annually,  and  more often if  circumstances  dictate,
the   Partnership  evaluates  the  recoverability  of   the   net
carrying  value  of  the  Property and any  related  assets.   As
part   of  this  evaluation,  the  Partnership  assesses,   among
other  things,  whether  there has been  a  significant  decrease
in   the   market   value  of  the  Property.    If   events   or
circumstances  indicate  that  the  net  carrying  value  of  the
Property  may  not  be  recoverable,  the  expected  future   net
cash  flows  from  the Property are estimated  for  a  period  of
approximately   five   years  (or  a  shorter   period   if   the
Partnership  expects  that  the  Property  may  be  disposed   of
sooner),  along  with  estimated sales proceeds  at  the  end  of
the                                                       period.

                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

If  the  total  of  these  future undiscounted  cash  flows  were
less  than  the  carrying  amount of the Property,  the  Property
would  be  written  down  to its fair  value  as  determined  (in
some   cases   with  the  assistance  of  outside   real   estate
consultants)  based  on discounted cash  flows,  and  a  loss  on
impairment recognized by a charge to earnings.

Because   the   determination  of  fair  value  is   based   upon
projections   of   future  economic  events  such   as   property
occupancy  rates,  rental  rates, operating  cost  inflation  and
market  capitalization  rates which  are  inherently  subjective,
the   amounts  ultimately  realized  at  disposition  may  differ
materially  from  the  net  carrying value  as  of  December  31,
1997.  The  cash  flows  used to evaluate the  recoverability  of
the  assets  and  to  determine fair  value  are  based  on  good
faith  estimates  and assumptions developed by  the  New  General
Partners.   Unanticipated  events  and  circumstances  may  occur
and  some  assumptions  may  not  materialize;  therefore  actual
results  may  vary  from the estimates and the variances  may  be
material.    The  Partnership  may  provide  write-downs,   which
could   be   material,  in  subsequent  years  if   real   estate
markets or local economic conditions change.

Deferred  expenses  primarily  consist  of  origination  fees  in
connection  with  the  mortgage loans which  are  amortized  over
the   applicable   loan  terms.   In  1997,  a  fully   amortized
leasing  commission  (with an original cost  of  $2,300,726)  was
written off.

Rental  income  is  accrued  on a straight-line  basis  over  the
terms  of  the  leases.  Accruals in excess  of  amounts  payable
by   tenants  pursuant  to  their  leases  (resulting  from  rent
concessions  or  rents  which  periodically  increase  over   the
term  of  a  lease) are recorded as receivables and  included  in
other assets.

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

                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

The   accounting   policies  used  for  tax  reporting   purposes
differ  from  those  used  for financial  reporting  as  follows:
(a)  depreciation  is  calculated using accelerated  methods  and
(b)  rental  income  is  recognized based on  the  payment  terms
in    the   applicable   leases.    The   tax   basis   of    the
Partnership's  assets  and  liabilities  is  approximately  $11.9
million   lower   than   the  amounts  reported   for   financial
statement purposes at December 31, 1997.

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,   but   the
Partnership  does  not  believe that they will  have  any  effect
on   the   Partnership's  computation  or  presentation  of   net
income 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  financial  statements   did   not
have any impact on the Partnership's financial statements.

3. Partnership Agreement

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

                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

3. Partnership Agreement (continued)

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.

4. Mortgage Loans Payable

The  Trust  has a $37,750,000 first mortgage loan  payable  to  a
major  insurance  company.   The loan requires  monthly  payments
of  interest  only,  payable  at 9.39%  and  matures  November 1,
2001.   The  Partnership incurred and paid  interest  expense  on
this loan of $3,544,725 in 1997.

The   Trust  also  has  a  participating  second  mortgage   loan
payable   to  the  Lender  which  is  due  in  2001.   Prior   to
October   27,  1997,  principal  of  the  loan  was  $59,200,000,
base   interest  was  payable  monthly  at  8%  and   the   first
$250,000   of  net  revenues  in  any  calendar  year  from   the
property   was  payable  as  additional  interest.   The   Lender
also   owned  a  58%  interest  in  adjusted  net  revenues   and
capital proceeds generated by the property.

The   Agreement   restructured  the  second  mortgage   loan   as
follows:

(a)  Any  New  Loans  (the "New Loans") made by the  New  General
     Partners   will  bear  interest  at  12%,  payable   monthly
     from   available  cash  flow  generated  by   the   property
     after   payment  of  debt  service  on  the  first  mortgage
     loan and certain operating escrows;

(b)  the   interest   rate  on  the  principal   and   past   due
     interest   on   the   second  mortgage   loan   (aggregating
     approximately  $12.3  million) has been  increased  to  10%,
     payable  monthly  from  available  cash  flow  generated  by
     the  property  after  payment of debt  service  on  any  New
     Loans;

(c)       any   future   past  due  debt  service   will   accrue
interest at 10%; and

                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

4.   Mortgage Loans Payable (continued)

(d)  Yield  Plus'  and  Yield  Plus  II's  interest  in  adjusted
     net   revenue   and  capital  proceeds  generated   by   the
     property was increased to 80%.

The   Partnership  incurred  interest  expense  on   the   second
mortgage loan of $8,036,377 in 1997.

The   fair  values  of  the  first  and  second  mortgage   loans
payable   are  approximately  equal  to  their  carrying  values.
The   fair   values   are   estimated   by   discounting   future
principal  and  interest  payments using  current  lending  rates
and    market    conditions   for   instruments   with    similar
maturities and credit quality.

5. Note Payable
At  the  inception  of  the  parking  garage  lease  with  Kinney
System  of  Sudbury  St.,  Inc.,  a  wholly-owned  subsidiary  of
Kinney  System,  Inc., the lessee granted a  $3,000,000  loan  to
the  Partnership,  which  is  payable  in  monthly  payments   of
$26,350,  which  includes  interest  at  10 percent  per   annum.
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  included  in   rental
income.   The  lease  also  provides that  the  unpaid  principal
of  the  loan  may  be  forgiven if certain conditions  described
in  the  note  agreement are met.  Interest expense  incurred  on
this loan in 1997 was approximately $204,000.
6. Leases
Minimum   future  rental  income  under  noncancelable  operating
leases as of December 31, 1997 is as follows:
<TABLE>
<CAPTION>
          Year ended December 31   Future minimum rentals
<S>                                <C>       <C>
                1998                    8,953,590
                1999                    9,450,442
                2000                    9,514,015
                2001                    9,891,276
                2002                    9,956,770
                Thereafter             13,223,129
                                      $60,989,222
</TABLE>
                  GCGA LIMITED PARTNERSHIP

                Notes to Financial Statements

6. Leases (continued)

The  Partnership  has  determined that  all  leases  relating  to
its  properties  are operating leases.  Lease  terms  range  from
nine to twenty years.

7. Related-Party Transactions

The  Property  is  managed  by  an affiliate  of  its  developer.
During   1997,  the  affiliate  earned  $123,597  in   management
fees.    This   expense   is  included  in   property   operating
expenses.



















                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                    Financial Statements

              December 31, 1996, 1995 and 1994

         (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,  1996  and  1995,  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,   1996.    These  financial   statements   are   the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

We   conducted   our   audits   in  accordance   with   generally
accepted  auditing  standards.   Those  standards  require   that
we  plan  and  perform  the audit to obtain reasonable  assurance
about  whether  the  financial statements are  free  of  material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence   supporting  the  amounts  and   disclosures   in   the
financial  statements.   An  audit also  includes  assessing  the
accounting  principles  used and significant  estimates  made  by
management,   as   well  as  evaluating  the  overall   financial
statement  presentation.   We believe  that  our  audits  provide
a reasonable basis for our opinion.

In  our  opinion,  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,  1996  and 1995,  and  the  results  of  its
operations  and  its  cash flows for each of  the  years  in  the
three-year  period  ended December 31, 1996  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.    As   discussed   in   note   5   to   the   financial
statements,  substantially  all  of  the  leases  on  office  and
retail   space   will  expire  in  1997.   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.


                                   KPMG Peat Marwick, LLP
                                   /s/KPMG Peat Marwick, LLP

Wasington, D.C.
April 18, 1997 except for note 7
  which is dated October 27, 1997
<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

                         Balance Sheets

                   December 31, 1996 and 1995
<CAPTION>
                                                 1996       1995
<S>                                          <C>       <C>
                             Assets

Real estate, at cost (notes 4 and 5):
 Land                                                  $
4,892,336                                    $  4,892,336
 Building and improvements                     70,946,012
70,934,457
 Furniture and equipment                            5,965
5,965
                                               75,844,313
75,832,758

Accumulated depreciation                       14,148,959
12,369,304
                                               61,695,354
63,463,454

Cash
807,497                                           435,732
Escrow deposits (note 1)                          583,576
75,673
Accounts receivable - tenants (note 2)          4,938,776
5,432,364
Deferred costs, net of accumulated amortization of
 $2,600,215 in 1996 and $2,153,009 in 1995        395,020
838,803
Due from general partner                           97,379
119,976
Other assets                                       14,184
17,625
                                             $ 68,531,786   $
70,383,627

                Liabilities and Partners' Deficit

Liabilities:
 First mortgage loan (note 4)                $ 37,750,000   $
37,750,000
 Second mortgage loan (note 4)                 59,200,000
59,200,000
 Note payable - Kinney System of Sudbury St., Inc. (note 5)
2,594,826                                       2,631,260
 Related party loan (note 6)                        -
219,094
 Deferred rental revenue                          102,981
257,454
 Accounts payable and accrued expenses          6,603,158
813,443

Total liabilities                             106,250,965
100,871,251

Partners' deficit (note 3)                    (37,719,179)
(30,487,624)

Contingencies (notes 4 and 5)

                                             $ 68,531,786   $
70,383,627



         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

                    Statements of Operations

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

                                       1996       1995      1994
<S>                                                    <C>  <C>
<C>
Revenue:
 Rental (including escalation income of
  $1,844,629 in 1996, $1,846,475 in 1995,
  and $2,065,462 in 1994           $13,064,483
$12,986,313                        $12,425,230
 Supplemental rent (note 5)            316,200
316,200                                316,200
 Interest and other                     63,455
102,906                                 27,595

Total revenue                       13,444,138
13,405,419                          12,769,025

Expenses:
 Interest (notes 4 and 5)           13,174,287
8,559,012                            8,430,761
 Depreciation                        1,779,655
1,779,558                            1,779,558
 Amortization                          447,206
453,135                                476,211
 Real estate taxes                   2,846,875
2,821,441                            2,782,248
 Utilities                             734,805
737,485                                656,224
 General and administrative            941,627
1,081,944                            1,309,469
 Management fee (note 6)               351,238
353,425                                282,607

Total expenses                      20,275,693
15,786,000                          15,717,078

Net loss                           $(6,831,555)
$(2,380,581)                       $(2,948,053)


















         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

           Statements of Changes in Partners' Deficit

          Years ended December 31, 1996, 1995 and 1994

<CAPTION>
                                General    Limited
                                Partners   Partners        Total
<S>                                                    <C>  <C>
<C>
Partners' deficit at December 31, 1994     $(2,270,416)
$(25,836,627)                   $(28,107,043)

Net loss                            (23,806)
(2,356,775)                       (2,380,581)


Partners' deficit at December 31, 1995      (2,294,222)
(28,193,402)                     (30,487,624)

Partner distributions                (4,000)
(396,000)                           (400,000)

Net loss                            (68,316)
(6,763,239)                       (6,831,555)


Partners' deficit at December 31, 1996     $(2,366,538)
$(35,352,641)                   $(37,719,179)
























         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

                    Statements of Cash Flows

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

                                             1996
1995                                     1994
<S>                                                     <C> <C>
<C>
Cash flows from operating activities:
 Net loss                             $(6,831,555)
$(2,380,581)                          $(2,948,053)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization        2,226,861
2,232,693                               2,255,769
   Decrease (increase) in:
     Escrow deposits                     (507,903)
21,375                                    196,630
     Accounts receivable-tenants          493,588
377,720                                  (357,888)
     Deferred costs                        (3,423)
(22,342)                                 (434,528)
     Due from general partner              22,597
(20,793)                                   (8,293)
     Other assets                           3,441
(4,415)                                    (1,148)
   Increase (decrease) in:
     Accounts payable and accrued expenses       5,789,715
(187,478)                                 (89,150)
     Deferred rental revenue             (154,473)
(154,473)                                (652,010)

      Net cash provided by (used in) operating
       activities                       1,038,848
(138,294)                              (2,038,671)

Cash flows from investing activities - investment in
 real estate                              (11,555)             -
(151,103)

Cash flows from financing activities:
 Proceeds of second mortgage loan            -     393,258
1,319,809
 Proceeds of related party loan              -     139,094
80,000
 Repayment of related party loan         (219,094)             -
-
 Partner distributions                   (400,000)             -
-
 Repayment of notes payable to Kinney Systems      (36,434)
(50,310)                                  (45,542)

      Net cash provided by (used in) financing
       activities                        (655,528)
482,042                                 1,354,267

Increase (decrease) in cash               371,765
343,748                                  (835,507)

Cash at beginning of year                 435,732
91,984     927,491

Cash at end of year                   $   807,497       $
435,732                               $    91,984

Supplemental disclosure of cash paid during the year
 for interest                         $ 7,398,731       $
8,548,352                             $ 8,416,486




         See accompanying notes to financial statements.
</TABLE>
                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

              December 31, 1996, 1995, and 1994

1. Organization

GCGA   Limited   Partnership  (the Partnership)  is   a   limited
partnership  organized  under the laws  of  the  Commonwealth  of
Massachusetts.   Since  September 20,  1993,  the   partners   of
the   Partnership   are  Government  Center   Garage   Associates
Limited   Partnership  (GCA),  which  owns  a  1 percent  general
partnership   interest  and  a  98 percent  limited   partnership
interest,  and  Richard  Rubin,  who  owns  a  1 percent  limited
partnership interest.

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 and  the  Trust  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.

As  described  in  note 4, the general partner  in  GCA  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.
                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

1. Organization (continued)

At  December 31,  1996,  62 percent of the  office  building  and
retail  rental  space  and 100 percent of  the  garage  space  is
under   lease.   The  current  occupancy  level  has   caused   a
significant  decrease  in  the  Partnership's  cash   flow   from
operations.   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 reorganization.

In   conjunction   with  the  Partnership's  bankruptcy   filing,
certain   utility   companies   required   cash   deposits    for
continued  service  to  the  building.   Escrow  deposits  as  of
December 31,  1996  include  $70,310  in  funds  held  by   these
utility companies.

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

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

1. Organization (continued)

satisfaction  of  liabilities  is  subject  to  uncertainty.    A
plan  of  reorganization  could  materially  change  the  amounts
reported  in  the  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.

See the subsequent event in note 7.

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,  interest  and  loan  costs  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.

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

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,   1996   and  1995,  such  amounts   included   in
accounts    receivable    were   $4,434,976    and    $4,722,299,
respectively.   The  cumulative excess  of  contract  rents  over
rental   revenue   recognized  on  a   straight-line   basis   is
recorded as deferred rental revenue.

Deferred Costs

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   and    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.


                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

3. Partnership Agreement (continued)

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.

4. Mortgage Loans Payable

In   October  1989,  the  Trust  obtained  a  9.39 percent  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  1996,  1995
and 1994.

In   April 1989,  the  Trust  also  obtained  a   $57.7   million
second   mortgage  construction  and  permanent  loan  commitment
from  Dean  Witter  Realty 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 percent.    The   second  mortgage  loan  matures   November 1,
2001.   The  Partnership  is delinquent on  its  October 1,  1996
and  subsequent  months  interest payments.   As  a  result,  the
Partnership  incurred  a  one-time  default  interest  charge  of
7 percent.   In  addition, interest is accruing  at  the  default
rate    of   13 percent   beginning   September 1,   1996.     At
December 31,  1996  accrued  interest  on  the  second   mortgage
loan  amounted  to  $6,092,000.   Interest  expense  incurred  on
this  loan  for  1996,  1995 and 1994 was $9,357,983,  $4,734,619
and $4,614,996, respectively.

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

4. Mortgage Loans Payable (continued)

The  second  mortgage  loan was modified on  September 20,  1993.
Under   the   loan  modification,  the  Lenders  and  the   Trust
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  interest   from
adjusted  gross  receipts  and  net  capital  proceeds   of   the
Property,   after   payment   of   the   first   $250,000,   from
37 percent  to  58 percent.  No additional interest  was  due  to
the Lenders at December 31, 1996, 1995 and 1994.

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 GCA  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  partner's  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 notes 1 and 7.

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.  See note 7.

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,  1996,  approximately
62 percent   of   the  office  and  retail   rental   space   and
100 percent   of   the  garage  space  is   under   lease.    The
following                                                   table

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

5. Leases (continued)

summarizes    future    minimum   rents    under    noncancelable
operating leases as of December 31, 1996:
<TABLE>
<CAPTION>
          Year ended December 31   Future minimum rentals
<S>                                <C>       <C>
                1997                  $ 7,991,683
                1998                    4,130,449
                1999                    4,335,515
                2000                    4,402,455
                2001                    4,457,757
                Thereafter              8,948,779
                                      $34,266,638
</TABLE>
The  building  has  one  tenant that comprises  approximately  61
percent  of  the  total  leaseable office and  retail  space  and
60  percent  of  total  building cash  rents  paid  during  1996.
This tenant's lease is scheduled to expire in 1997.

The   parking  garage  is  master-leased  to  Kenney  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 percent  per  annum.  As of December 31, 1996  and  1995,  the
balance    outstanding    was    $2,594,826    and    $2,631,260,
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  1996,
1995,   and   1994   was   $271,579,  $266,785,   and   $271,040,
respectively.

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

6. Related-Party Transactions

The  Property  is  managed by an affiliate  of  the  Partnership.
During  1996,  1995  and  1994, the  affiliate  earned  $351,238,
$353,425, and $282,607, respectively, in management fees.

In  November 1994,  the Partnership obtained  an  $80,000  short-
term  loan  from  an affiliate.  This non-interest  bearing  loan
was  repaid  in  January 1995.   In March 1995,  the  Partnership
obtained  a  $205,000  loan from another  affiliate.   This  loan
accrued  interest  at  a fixed rate of 9 percent.  Principal  and
accrued interest on this loan were repaid in July 1996.

7. Subsequent Event

On    October 27,   1997,   Bankruptcy   Court   authorized   the
dismissal  of  the  Partnership's and the  Trust's  (the Debtors)
bankruptcy    cases   upon   implementation   of   a   Settlement
Agreement  among  the  Debtors,  the  Lenders  and  the   limited
partners   of   GCA.    Under  the  terms   of   the   Settlement
Agreement   the   above  parties  agreed   to   restructure   the
Partnership as follows:

     GCA  shall  withdraw  as  the sole general  partner  of  the
     Partnership  and  Richard  Rubin  shall  withdraw   as   the
     sole general partner of GCA.

     The  Lenders  shall become the new general  partner  of  the
     Partnership and GCA.

     The    Lenders    shall   receive   19 percent   partnership
     interest   in   the   Partnership   and   a   one    percent
     partnership  interest  in  GCA  (which  shall  receive   the
     remaining 81 percent interest in the Partnership).

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

7. Subsequent Event

Also  under  the  terms  of the Settlement Agreement,  the  above
parties   agreed   to  modify  the  second   mortgage   loan   as
follows:

     The  Lenders  shall  provide the Trust  with  an  additional
     $3,000,000  for  costs  in  connection  with  leasing  space
     in  the  Property.   Any  advances would  be  added  to  the
     second   mortgage  balance,  bear  interest  at  the   fixed
     rate  of  12 percent  per annum and be  repaid  out  of  the
     first  funds  available from the Property's  cash  flows  as
     defined in the Settlement Agreement.

     The   interest   rate  on  the  existing   second   mortgage
     balance  will  be  changed  to a fixed  rate  of  10 percent
     per  annum,  but  cash  payments would  be  limited  to  the
     available   cash   flow  as  defined   in   the   Settlement
     Agreement.   Accrued  but  unpaid  interest  will  be  added
     to principal on a monthly basis.

     The  Lender's  interest in the cash  flow  of  the  Property
     will  be  increased  to  80 percent  and  the  Partnership's
     interest  in  the  cash  flow  of  the  Property   will   be
     reduced to 20 percent.

The  Settlement  Agreement  also provides  for  the  payment,  in
full,   of   certain   pre-petition  and   post-petition   claims
against various debtors.