FORM 10-K--ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
             (As last amended in Rel. No. 34-31905, eff 10/26/93.)

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

                                  FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [No Fee Required]

                 For the fiscal year ended September 30, 1996
                                      or
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

                For the transition period.........to.........

                        Commission file number 0-13104

                       MRI BUSINESS PROPERTY FUND, LTD.
          (Exact name of the Registrant as specified in its charter)

        California                                        94-2919856
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                               29602
(Address of principal executive offices)                  (Zip Code)

                   Issuer's telephone number (864) 239-1000

            Securities registered under Section 12(b) of the Act:

                                     None

            Securities registered under Section 12(g) of the Act:

                          Limited Partnership Units
                               (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12  months (or  for such shorter  period that  the registrant  was
required to  file  such  reports), and  (2)  has  been subject  to  such  filing
requirements for the past 90 days.  Yes   X    No

Indicate by check mark if disclosure  of delinquent filers pursuant to Item  405
of Regulation S-K (' 229.405 of this chapter) is not contained herein, and  will
not be contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.  [X] (Amended by Exch. Act Rel No. 28869,
eff. 5/1/91.)

State the aggregate  market value of  the voting partnership  interests held  by
non-affiliates of the Registrant.  The aggregate market value shall be  computed
by reference to the price at which  the partnership interests were sold, or  the
average bid and asked  prices of such partnership  interests, as of a  specified
date within 60 days prior to the date  of filing.  Market value information  for
the Registrant's partnership interests is not available.


                        MRI BUSINESS PROPERTY FUND, LTD.

                                     PART I

Item 1. Business

     MRI Business Property Fund, Ltd. (the "Partnership") was organized in  1983
as a  California  limited  partnership  under  the  California  Uniform  Limited
Partnership Act.  The Managing General Partner of the Partnership is  Montgomery
Realty Company-  83,  a  California limited  partnership  of  which  Fox  Realty
Investors ("FRI"), a  California general  partnership, is  the Managing  General
Partner and Montgomery Realty Corporation, a California corporation, is the  co-
general partner.  The  associate  general partner  of  the  Partnership  is  MRI
Associates, Ltd., a California limited partnership, of which FRI is the  general
partner, and Two Broadway Associates II, an affiliate of Merrill Lynch,  Pierce,
Fenner & Smith, Incorporated, is the limited partner.

     The Partnership's Registration Statement, filed pursuant to the  Securities
Act of 1933 (No. 2-84975), was declared effective by the Securities and Exchange
Commission on  October  12,  1983.   The  Partnership  marketed  its  securities
pursuant  to  its  Prospectus  dated  October  12,  1983  which  was  thereafter
supplemented (hereinafter the "Prospectus").  This Prospectus was filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933,  and  such Prospectus  as  supplemented is  incorporated  by  reference
herein.

     The principal  business of  the  Partnership is  and  has been to  acquire
(either directly or through joint ventures), hold for investment, and ultimately
sell existing  business  oriented  properties  such  as  office  and  industrial
buildings, hotels  and  other  commercial properties.    The  Partnership  is  a
"closed" limited  partnership real  estate syndicate  of the  unspecified  asset
type.

     Beginning in  October  1983  through February  10,  1984,  the  Partnership
offered and sold $82,158,000 in Limited Partnership Units.  The net proceeds  of
this  offering  were  used  to  purchase  interests  in  eight  income-producing
properties.  The  Partnership's original property  portfolio was  geographically
diversified with properties acquired in five states.  The acquisition activities
of the Partnership were completed  on January 1, 1985,  and since that time  the
principal activity of the Partnership has been managing its portfolio. Due to an
increased  demand  for  commercial  properties  in  the  market  in  which   the
Partnership's remaining  properties are  located and  the economic  return,  the
Partnership has focused on  the liquidation of its  assets since the mid  1990s.
In November 1990, one property was placed  in receivership by the lender and  in
March 1991 it was acquired through foreclosure by the lender of the first  note.
The Partnership  sold one  of its  properties  during fiscal  1994, one  of  its
properties during the first quarter of  fiscal 1995 and three of its  properties
during fiscal 1996 (see detailed discussion below). The Partnership is currently
marketing its  remaining  property  for  sale.    The  Partnership's  investment
property, Resource Park  West, was  sold subsequent  to the  fiscal year-end  on
October 22, 1996.  However, there can be no assurance that the Partnership  will
be able to sell its remaining property at a price acceptable to the Partnership.
See Item 2, "Property" for a description of the Partnership's property.

     The Partnership  is involved  in only  one industry  segment, as  described
above. The  Partnership does  not engage  in any  foreign operations  or  derive
revenues from foreign sources.

     Both the  income  and expenses  of  operating  the property  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
over-supply of  similar properties  resulting from  over-building, increases  in
unemployment or population shifts, or changes in patterns or needs of users.

     Expenses, such  as local  real estate  taxes and  miscellaneous  management
expenses, are subject to  change and cannot always  be reflected in rental  rate
increases due  to market  conditions.   The profitability  and marketability  of
developed real property  may be  adversely affected  by changes  in general  and
local economic  conditions  and  in prevailing  interest  rates,  and  favorable
changes in  such  factors will  not  necessarily enhance  the  profitability  or
marketability of such property.  Even under the most favorable market conditions
there is no guarantee that the property owned by the Partnership can be sold  by
it or, if sold, that such sale can be made upon favorable terms.

     There have been, and it is possible there may be other, Federal, state and
local legislation  and regulations  enacted relating  to the  protection of  the
environment. The Partnership is unable to  predict the extent, if any, to  which
such new legislation  or regulations might  occur and the  degree to which  such
existing or new legislation or regulations  might adversely affect the  property
owned by the Partnership.

     The Partnership monitors  its property for  evidence of pollutants,  toxins
and other dangerous substances, including the presence of asbestos.  In  certain
cases environmental testing has  been performed, which  resulted in no  material
adverse conditions or  liabilities.   In no  case has  the Partnership  received
notice  that  it  is  a  potentially  responsible  party  with  respect  to   an
environmental clean up site.

     The Partnership maintains property and liability insurance on the  property
and believes such coverage to be adequate.

     The Partnership has no employees.  The Partnership's property is managed by
an  unaffiliated  third  party  management  company  pursuant  to  a  management
agreement with such third party.

     The Partnership's affairs were managed  by Metric Management Inc.,  ("MMI")
or a predecessor from March 1988  to December 1993.   On December 16, 1993,  the
services agreement  with  MMI  was  modified  and,  as  a  result  thereof,  the
Partnership's general partner assumed responsibility for cash management of  the
Partnership as of December 23, 1993,  and assumed responsibility for  day-to-day
management  of  the  Partnership's  affairs,  including  portfolio   management,
accounting and investor relations services as of April 1, 1994.

     On December 6, 1993, NPI Equity Investment II, Inc. ("NPI Equity II" or the
"Managing General  Partner") became  the managing  general partner  of FRI.  The
individuals who  had served  previously as  partners  of FRI  contributed  their
general partnership  interests in  FRI to  a newly  formed limited  partnership,
Portfolio Realty Associates, L.P. ("PRA"),  in exchange for limited  partnership
interests in PRA.   In  the foregoing capacity,  such parties  continue to  hold
indirectly  certain  economic  interests  in  the  Partnership  and  such  other
investment limited  partnerships, but  have ceased  to  be responsible  for  the
operation and management of the Partnership and such other partnerships.

      On January 19, 1996, the stockholders of National Property Investors, Inc.
("NPI"), the sole  shareholder of  NPI Equity  II, sold  all of  the issued  and
outstanding shares of NPI to IFGP Corporation ("IFGP"), an affiliate of Insignia
Financial Group, Inc. ("Insignia").  Upon closing, the officers and directors of
NPI Equity  II  resigned  and IFGP  elected  new  officers and  directors.    In
connection with the sale of the NPI stock to IFGP, DeForest Ventures I L.P. sold
the 25,436  limited partnership  units owned  by it  to MRI/CPF  LLC, an  entity
comprised of the former  NPI shareholders and their  affiliates.  (See Item  12,
"Security Ownership of Certain Beneficial Owners and Management.")

     Insignia, together  with  its  subsidiaries  and  affiliates,  is  a  fully
integrated real  estate  service  company  specializing  in  the  ownership  and
operation of securitized real estate assets.   Insignia's principal offices  are
located in Greenville, South  Carolina and its stock  is publicly traded on  the
New York Stock Exchange under the symbol IFS.  According to Commercial  Property
News and the National  Multi-Housing Council, Insignia  is the largest  property
manager in  the United  States,  has been  the  largest manager  of  residential
property since 1992, and is among  the largest managers of commercial  property.
As a  full  service  real  estate  management  organization,  Insignia  performs
property  management,   asset   management,   investor   services,   partnership
administration, real  estate  investment  banking, mortgage  banking,  and  real
estate brokerage services for various types of property owners.

     On September 3,  1996, the Partnership  sold Priest Office  Building for  a
contract price of $1,675,000 to an  unrelated third party. After the payment  of
closing costs and  related expenses  of approximately  $70,000, the  Partnership
received proceeds of approximately $1,605,000.   The sale resulted in a loss  of
approximately $5,000.

     On July  24, 1996,  the Partnership  sold  its Mardot  II property  for  an
aggregate selling price  of $2,600,000 to  an unrelated third  party. After  the
payment of closing  costs and related  expenses of  approximately $212,000,  the
Partnership received proceeds of approximately $2,388,000.  The sale resulted in
a gain of approximately $436,000.

     On June 28, 1996,  the Partnership sold Norwood  Tower Office Building for
$5,725,000.   After  the  payment  of closing  costs  and  related  expenses  of
approximately $243,000,  the  Partnership  received  proceeds  of  approximately
$5,482,000.  The sale resulted in a gain of approximately $15,000.

     On October  22,  1996,  the Partnership  sold  Resource  Park  West  Office
Building to an unrelated third party for a contract amount of $4,025,000.  After
the payment  of  the  note  payable,  closing  costs  and  related  expenses  of
approximately $136,000,  the  Partnership  received  proceeds  of  approximately
$3,889,000.  The sale will result in a gain of approximately $859,000 in  fiscal
year 1997.

      The  Partnership is affected by and  subject to  the general  competitive
conditions of the  commercial and  industrial real estate.     In addition,  the
Partnership's property  competes in  an area  which normally  contains  numerous
other properties which  may be  considered competitive.   In  fiscal year  1996,
markets in many areas began rebounding from the real estate depression which had
been caused  in  part  by  overbuilding.   The  over-supply  of  commercial  and
industrial property, including those held by banks, savings institutions and the
Resolution Trust Corporation, affected  the ability of  the Partnership to  sell
such property and their  sales prices. The level  of sales of existing  property
and  development  of  new  property  also  had  been  affected  by  the  limited
availability of financing in real estate  markets. The Managing General  Partner
believes, however, that the emergence of new institutional purchasers, including
real estate investment trusts and  insurance companies, relatively low  interest
rates and the  improved economy, have  created a more  favorable market for  the
Partnership's property.

Item 2. Property

     The Partnership originally  acquired eight  properties of  which five  were
sold and one was foreclosed upon by the lender.   As of September 30, 1996,  the
Partnership owned one office building and one shopping center.

           Name and                       Date of
           Location                       Purchase      Type          Size


       Resource Park West                   1/84         Office      61,000
       Office Building (1) (2)                          Building     sq. ft.
       710 Kipling
       Street, Lakewood,
       Colorado

       Parkway Village                      6/84        Shopping     116,000
       Shopping Center (1)                               Center      sq. ft.
       Marietta Parkway
       and Highway 20
       Atlanta, Georgia


(1)  Property is owned by the Partnership in fee.
(2)  Property was sold in October 1996.

     See Item 8, "Financial Statements and Supplementary Data", for  information
regarding property carrying value and Federal tax basis and any encumbrances  to
which the property of the Partnership is subject.

     The  following  chart  sets  forth  the  average  occupancy  rate  for  the
Partnership's remaining property for the fiscal years ended September 30,  1996,
1995, 1994, 1993, and 1992:

                                                         Average
                                                      Occupancy Rate (%)
                                                For the Fiscal Year Ended
                                                       September 30,

                                  1996    1995       1994       1993       1992
Parkway Village Shopping
   Center                          66      58         71         92         86

     (As Resource Park West Office Building was sold October, 1996, the  related
information for this table is not relevant.)

          The following  chart sets  forth those  tenants at  the  Partnership's
remaining property who occupy  10% or more  of the total  rentable space at  the
property at September 30, 1996.

                                                            Annualized
                        Square      Nature of   Expiration  Based Per   Renewal
                        Footage     Business     of Lease    Year (1)   Options

Parkway Village
Shopping Center
Kroger #221 (2)         47,664      Grocery     1996        $ 148,000    5-2 yr.
                                    Store

     (As Resource Park West Office Building was sold October, 1996, the  related
information for this table is not relevant.)

(1)  Represents annualized base rent excluding additional rent due as operating 
     expense reimbursements, percentage rents and future contractual
     escalation's.
(2)  Tenant's lease expired October 1996, and did not exercise its renewal
     option. See Item 7, "Management's Discussion and Analysis of Financial
     Condition and Results of Operations" for further discussion.

Item 3. Legal Proceedings

     The Partnership is unaware of any pending or outstanding litigation that is
not of  a routine  nature.   The  Managing General  Partner of  the  Partnership
believes that  all  such pending  or  outstanding litigation  will  be  resolved
without a material  adverse effect upon  the business,  financial condition,  or
operations of the Partnership.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was  submitted to a  vote of security  holders during the  period
covered by this Report.


                                 PART II

Item 5.  Market for  The Partnership's  Common  Equity and  Related  Stockholder
Matters.

     The Limited Partnership Unit holders are entitled to certain  distributions
as provided in  the Partnership Agreement.   No market  for Limited  Partnership
Units exists, nor is any expected to develop.

     No special distributions or distributions from operations were made  during
the years  ended September  30, 1995,  1994, and  1993.   In January  1996,  the
Partnership distributed $3,315,000 ($40.35 per limited partnership unit) to  the
limited partners  and  $68,000 to  the  general partners  from  working  capital
reserves.  In October 1996, the  Partnership distributed $6,860,000 ($83.50  per
limited partnership unit) to  the limited partners and  $140,000 to the  general
partners from proceeds from the disposition of the Norwood Tower Office Building
and Mardot II  Building. See Item  7, "Management's Discussion  and Analysis  of
Financial Condition and Results of Operations"  for information relating to  the
Partnership's financial ability to make future distributions.

     As of  December 20,  1996, the  approximate number  of holders  of  Limited
Partnership Units was 4,672.

Item 6. Selected Financial Data

      The following represents selected  financial data for the  Partnership for
the fiscal years ended September 30, 1996, 1995, 1994, 1993, and 1992.  The data
should be  read  in  conjunction  with  the  consolidated  financial  statements
included elsewhere herein. This data is not covered by the independent auditors'
report.

<TABLE>
<CAPTION>
                                     Years Ended September 30,

                             1996        1995        1994        1993        1992
                                     (In thousands, except per unit data)
<S>                     <C>         <C>         <C>         <C>         <C>    
Total revenues           $  3,494    $   5,544   $  8,954    $  8,273    $   7,475
Income (loss) before
   extraordinary item    $    690    $    (457)  $ (2,200)   $ (2,172)   $ (13,374)
Extraordinary item:
Gain on extinguishment
   of debt                    --         4,596         --          --           --
Net income (loss)        $    690    $   4,139   $ (2,200)   $ (2,172)   $ (13,374)
Net income (loss) per
  limited partnership
    unit (1):
Income (loss) before
  extraordinary item     $   7.25    $  (10.05)  $ (26.24)   $ (25.91)   $ (159.53)
Extraordinary item             --        44.76         --          --           --
Net income (loss)        $   7.25    $   34.71   $ (26.24)   $ (25.91)   $ (159.53)

Total assets             $ 16,566    $  19,697   $ 48,521    $ 50,042    $  51,499
Long-term obligations:
Notes payable and
  capital lease
   obligations           $  1,063    $   1,110   $ 28,211    $ 27,209    $  27,145
</TABLE>

(1) $1,000  original contribution  per  unit, based  on  weighted average  units
outstanding during  the  year, after  giving  effect to  the  net income  (loss)
allocated to the general partner.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

INTRODUCTION

      The operations of the Partnership primarily include  owning, operating and
ultimately disposing of  income-producing real property  for the benefit  of its
partners. Therefore,  the  following  discussion of  operations,  liquidity  and
capital resources  will  focus  on  these  activities  and  should  be  read  in
conjunction with "Item 8 - Financial Statements and Supplementary  Data" and the
notes related thereto included elsewhere in this report.

FISCAL YEAR 1996 COMPARED TO FISCAL YEAR 1995

     The Partnership  reported  net income  of  approximately $690,000  for  the
twelve months  ended September  30, 1996,  versus  net income  of  approximately
$4,139,000 for the corresponding period of 1995.  The decrease in net income can
be attributed mainly to  property sales.  In  fiscal 1995, the Partnership  sold
the Dallas Marriott Quorum Hotel. This sale resulted in a $2,097,000 gain on the
sale of the property  and a $4,596,000  gain on the  extinguishment of the  debt
related to the property. However, also  in fiscal 1995, a $2,400,000  impairment
of value was recognized on Norwood Tower Office Building which partially  offset
the above mentioned  gains related  to the sale  of the  Dallas Marriott  Quorum
Hotel.   There  was  no impairment  of  value  recognized in  fiscal  1996.  The
Partnership continued to sell properties throughout  fiscal 1996.  In late  June
1996, the Partnership  sold the Norwood  Tower Office Building.   The result  of
this sale was a gain of $15,000.  In July 1996, the Partnership sold the  Mardot
II Building. This  sale resulted in  a gain of  $436,000. Finally, in  September
1996, the Partnership sold  Priest Office Building.   As of September 30,  1996,
this sale resulted in  a loss of $5,000.   Due to  the above mentioned  property
sales in  fiscal 1995  and 1996,  the  Partnership saw  a reduction  in  overall
operating revenues as well  as operating expenses.   The Partnership also saw  a
significant decrease in depreciation expense due to the reduction of depreciable
assets related to the sales.  Overall interest expense was also affected due  to
the extinguishment of the mortgage on the Dallas Marriott Quorum Hotel in fiscal
year 1995.

     The  operating  revenues  and  expenses  at  the  remaining  property  were
relatively stable on an overall basis.  The operating results for Resource  Park
West increased due to increases in tenant reimbursements.  The operating results
for Parkway Village decreased due to  decreases in tenant reimbursement  revenue
as well as an increase in real estate tax expense.  The increase in real  estate
tax expense is primarily due to the  fiscal year 1995 taxes being under  appeal.
In fiscal year 1996 this appeal was settled and the Partnership paid  additional
taxes.   This decrease  was partially  offset by  increase in  rental rates  and
occupancy.  Subsequent to fiscal year  end, the occupancy rate decreased to  23%
due to the property's largest tenant not exercising its renewal option.

FISCAL YEAR 1995 COMPARED TO FISCAL YEAR 1994

     The Partnership  reported net income  of $4,139,000  for the  twelve months
ended September  30, 1995,  as compared  to a  net  loss of  $2,200,000 for  the
corresponding period in  1994.  Operating  results before extraordinary  gain on
extinguishment of debt improved by $1,743,000  for the year ended  September 30,
1995, as compared to  1994, as the decrease  in expenses of $5,153,000  was only
partially offset by the decrease in  revenues of $3,410,000.   Operating results
improved due to the $2,097,000 gain on sale of the Partnership's Dallas Marriott
Quorum Hotel in October 1994 and  improved operations primarily due to  the sale
of One Empire Place in July 1994, which were partially offset  by the $2,400,000
provision for impairment  of value recorded  on the Partnership's  Norwood Tower
Office Building  in  June  1995.  With  respect  to  the  remaining  properties,
operating results declined by $1,009,000 for the year ended  September 30, 1995,
as compared to 1994, due to the $2,400,000 provision for impairment  of value on
the Partnership's Norwood Tower Office Building.

      With  respect  to  the  remaining  properties,   revenue  from  commercial
operations increased  by $227,000  for the  year  ended September  30, 1995,  as
compared to 1994, due to increased  occupancy and rental rates primarily  at the
Partnership's  Priest  Office  Building  and  increased  rental   rates  at  the
Partnership's Resource Park West Office building, which were partially offset by
a decrease in  occupancy at the  Partnership's Parkway Village  Shopping Center.
Occupancy and rental  rates remained  relatively constant  at the  Partnership's
remaining property.  In addition, interest income (excluding the Dallas Marriott
Quorum Hotel) increased by $44,000 due to an increase in average working capital
reserves available for investment, coupled with an increase in interest rates.

      With respect to the remaining properties, expenses increased  for the year
ended September 30, 1995, as compared  to 1994, primarily due to  the $2,400,000
provision for impairment  in value recorded  on the Partnership's  Norwood Tower
Office Building,  which was  partially offset  by the  $1,200,000 provision  for
impairment of  value  recorded on  the  Partnership's Parkway  Village  Shopping
Center in 1994.  The Partnership experienced increases  in commercial operations
expense of $114,000 and interest expense  of $16,000 which was  partially offset
by a decrease in depreciation expense of $53,000.  Commercial operations expense
increased primarily due  to increased  repairs and maintenance  expenses at  the
Partnership's Norwood Tower Office Building.  Interest expense  increased due to
the non-recourse loan  secured by  the Partnership's Resource  Park West  Office
Building property, obtained in December 1993. Depreciation  expense declined due
to the provisions for impairment of value recorded on  The Partnership's Norwood
Tower Office Building  and Parkway Village  Shopping Center property,  which was
only slightly  offset  by  an  increase  in  depreciation  due  to  fixed  asset
additions.  General and administrative expenses remained relatively constant.

     As part  of the  ongoing business  plan of  the Partnership,  the  Managing
General  Partner  monitors  the  rental  market  environment  of  its  remaining
investment property to assess the  feasibility of increasing rents,  maintaining
or increasing occupancy levels and protecting the Partnership from the burden of
increases in  expense.   As part  of  this plan,  the Managing  General  Partner
attempts to  protect  the  Partnership  from  the  burden  of  inflation-related
increases in  expenses  by  increasing rents  and  maintaining  a  high  overall
occupancy level.  However, due to  changing market conditions, which can  result
in the  use of  rental concessions  and rental  reductions to  offset  softening
market conditions, there is no guarantee that the Managing General Partner  will
be able to sustain such a plan.

Capital Resources and Liquidity

     At  September  30,   1996,  the  Partnership   had  unrestricted  cash   of
approximately $8,438,000 as  compared to approximately  $3,795,000 at  September
30, 1995.  Net  cash used in  operating activities increased  due to changes  in
receivables and other assets  in connection with  the requirement under  Section
444 of  the  Internal Revenue  Code  to deposit  funds  of $2,105,000  with  the
Internal Revenue  Service due  to its  fiscal year  end of  September 30.    The
deposit with the Internal Revenue Service will be refunded in fiscal year  1997.
This increase  was partially  offset  by an  increase  in payments  of  interest
accruals in  fiscal year  1995 as  compared with  fiscal year  1996.   Net  cash
provided by investing  activities decreased primarily  due to  decreases in  net
proceeds from  sales of  properties.   Net  cash  used in  financing  activities
decreased primarily due  to the  satisfaction of  notes payable  in fiscal  year
1995. In  the  second  fiscal  quarter  of  1996,  the  Partnership  distributed
approximately $3,315,000  to the  limited partners  and $68,000  to the  general
partners.

     The sale of Norwood Tower Office Building was consummated on June 28, 1996,
for a contract sales price of $5,725,000.  The Partnership received proceeds  of
approximately $5,482,000  related  to this  sale.  The  sale of  Mardot  II  was
consummated on  July  24, 1996,  at  a price  of  $2,600,000.   The  Partnership
received proceeds of approximately $2,388,000 related to this sale. The sale  of
Priest Office  Building was  consummated on  September 3,  1996, at  a  contract
amount  of  $1,675,000.  The  Partnership  received  proceeds  of  approximately
$1,605,000 related  to this  sale. Subsequent  to the  September 30,  1996,  the
Partnership sold Resource Park West Office Building.  This sale was completed on
October 22, 1996, at  a contract price of  $4,025,000. The Partnership  received
proceeds of  approximately  $3,889,000  related to  this  sale.  Currently,  the
Partnership owns one investment property, Parkway Village Shopping Center.   The
Partnership is marketing this property for sale but, as of December 1996, it was
not under contract.

      The Partnership's  remaining  property  consists of  one  shopping center
located in  Georgia.   The Partnership  receives rental  income from  commercial
spaces and  is  responsible  for operating expenses and administrative expenses.
The Partnership is marketing its remaining property for sale.   Although the 
space occupied by Kroger grocery store at the  remaining property became  vacant
in the  first quarter of fiscal 1997, the Managing General Partner is  still 
marketing the property for  sale as opposed to expending  significant amounts  
of cash flow  in an  effort to  fully lease the property.   Upon the sale of its
remaining property, it is anticipated that all cash of the Partnership  will be 
distributed, after establishing a sufficient reserve, and the  Partnership will 
be liquidated.

      The Partnership uses working capital reserves from  any undistributed cash
flow from  operations,  proceeds  from  mortgage  financings  and  the  sale  of
properties as its  primary source of  liquidity.  An affiliate of the Managing 
General Partner has made available to the Partnership a  credit line of  up to 
$150,000  per property owned  by the Partnership.  The Partnership has no 
outstanding amounts due under  this line of credit.  Based  on present  plans, 
management does  not anticipate  the need  to borrow in the near future.  Other
than cash  and cash equivalents, the  line of credit is the Partnership's only 
unused source of liquidity.

        The sufficiency of existing liquid  assets to meet future  liquidity and
capital expenditure requirements  is directly  related to the  level of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs  of the Partnership. In  the second fiscal  quarter of
1996, the  Partnership  distributed  approximately  $3,315,000  to  the  limited
partners and $68,000 to the general partners. Subsequent to  September 30, 1996,
the Partnership distributed $6,860,000 ($83.50 per limited  partnership unit) to
the limited partners and $140,000 to the general partners from proceeds from the
disposition of the Norwood Tower Office Building and Mardot  II Building. Future
cash distributions  will  depend  on  the  levels of  net  cash  generated  from
operations, property sale and the availability of cash reserves.

Item 8. Financial Statements and Supplementary Data

                       MRI BUSINESS PROPERTIES FUND, LTD.

                       CONSOLIDATED FINANCIAL STATEMENTS

                         YEAR ENDED SEPTEMBER 30, 1996

                                     INDEX


                                                                    Page Number

Independent Auditor's Report                                              12

Financial Statements:
  Consolidated Balance Sheets at September 30, 1996 and 1995              13

  Consolidated Statements of Operations for the Years Ended
       September 30, 1996, 1995, and 1994                                 14

   Consolidated Statements of Partners' Capital (Deficit) for the
       Years Ended September 30, 1996, 1995, and 1994                     15

   Consolidated Statements of Cash Flows for the Years Ended
       September 30, 1996, 1995, and 1994                                 16

   Notes to Consolidated Financial Statements                             17

Consolidated financial statements and financial schedules not included have been
omitted because of the  absence of conditions under  which they are  required or
because the information is included elsewhere in this Report.



To the Partners
MRI Business Properties Fund, Ltd.
Greenville, South Carolina




                          Independent Auditors' Report



We have audited  the accompanying  consolidated balance sheets  of MRI  Business
Properties  Fund,  Ltd.  (a  limited  partnership)(the  "Partnership")  and  its
subsidiary as  of September  30, 1996  and  1995, and  the related  consolidated
statements of operations, partners' equity and cash flows for each  of the three
years in the period  ended September 30, 1996.   These financial  statements are
the responsibility of  the Partnership's management.   Our responsibility  is to
express an  opinion on  these  consolidated 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 consolidated  financial statements  are
free of material misstatement.   An audit includes  examining, on a  test basis,
evidence supporting the  amounts and disclosures  in the  consolidated financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates  made by  management, as  well as  evaluating the  overall
consolidated financial  statement  presentation.   We  believe that  our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred  to above present
fairly, in all material respects, the financial position of  the Partnership and
its subsidiary  as of  September  30, 1996  and  1995, and  the  results of  its
operations and its cash flows  for each of the  three years in the  period ended
September 30, 1996, in conformity with generally accepted accounting principles.



                                           Imowitz  Koenig & Co., LLP
                                           Certified Public Accountants

New York, New York
November 22, 1996

                       MRI BUSINESS PROPERTIES FUND, LTD.

                          CONSOLIDATED BALANCE SHEETS
                        (in thousands, except unit data)

                                                           September 30,
                                                         1996          1995
ASSETS

Cash and cash equivalents                           $    8,438    $     3,795
Receivables and other assets                             2,301            474

Real Estate:
 Real estate                                             9,658         25,239
 Accumulated depreciation                               (3,953)       (10,225)
Real estate, net                                         5,705         15,014

Deferred costs, net                                        122            414

                                                    $   16,566    $    19,697

LIABILITIES AND PARTNERS' EQUITY

Note payable                                        $    1,063    $     1,110
Accounts payable and accrued
  liabilities                                              179            520
Accrued interest                                             8              8
Due to affiliate                                            --             50

                                                         1,250          1,688

Commitments and Contingencies

Partners' Equity:

General partners' deficit                               (1,023)        (1,049)
Limited partners' equity (82,158
  units outstanding at
   September 30, 1996 and 1995)                         16,339         19,058

                                                        15,316         18,009
                                                    $   16,566    $    19,697

          See accompanying notes to consolidated financial statements



                       MRI BUSINESS PROPERTIES FUND, LTD.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except unit data)

                                                Years Ended September 30,

                                               1996        1995        1994
Revenues:
 Commercial                                $   2,887   $   3,223   $   3,069
 Hotel Lease                                      --          85       5,733
 Interest income                                 161         139         152
 Gain on sale of properties                      446       2,097          --

 Total revenues                                3,494       5,544       8,954

Expenses (including $116,000, $193,000
  and $118,000 paid to joint venture
   partners, general partners and
     affiliates in 1996, 1995 and 1994):
     Hotel operations                             --          78       1,226
     Commercial operations                     1,711       1,957       1,980
     Interest                                     99         333       3,553
     Depreciation                                550         762       2,571
     General and administrative                  444         471         468
     Provision for impairment of value            --       2,400       1,200
     Loss on sale of property                     --          --         156

     Total expenses                            2,804       6,001      11,154

Income (loss) before extraordinary item          690        (457)     (2,200)

Extraordinary item:

     Gain on extinguishment of debt               --       4,596          --

Net income (loss)                          $     690   $   4,139   $  (2,200)

Net income (loss) allocated to general
  partner                                  $      94   $   1,287   $     (44)
Net income (loss) allocated to limited
  partners                                       596       2,852      (2,156)
Net income (loss)                          $     690   $   4,139   $  (2,200)

Net income (loss) per limited
partnership unit:

     Income (loss) before
       extraordinary item                  $    7.25   $  (10.05)  $  (26.24)

     Extraordinary item                           --       44.76          --

Net income (loss)                          $    7.25   $   34.71   $  (26.24)
Distribution per limited partnership unit  $   40.35   $      --   $      --

          See accompanying notes to consolidated financial statements

                       MRI BUSINESS PROPERTIES FUND, LTD.

             CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

                 YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994
                        (in thousands, except unit data)
<TABLE>
<CAPTION>

                                      Limited       General      Limited      Total
                                    Partnership    Partners'    Partners'    Partner
                                       Units       (Deficit)     Equity       Equity
<S>                                   <C>       <C>          <C>          <C>
Original capital contributions         82,158    $    100     $   82,158   $   82,258

Partners' (deficit) capital at
  September 30, 1993                   82,158    $ (2,292)    $   18,362   $   16,070

   Net loss for the year ended
    September 30, 1994                    --          (44)        (2,156)      (2,200)

Partners' (deficit) capital at
  September 30, 1994                   82,158      (2,336)        16,206       13,870

   Net income for the year ended
    September 30, 1995                    --        1,287          2,852        4,139

Partners' (deficit) capital at
  September 30, 1995                   82,158      (1,049)        19,058       18,009

  Distributions paid to partners                      (68)        (3,315)      (3,383)

  Net income for the year
   ended September 30, 1996               --           94            596          690

Partners (deficit) capital at         82,158     $ (1,023)    $   16,339   $   15,316
September 30, 1996
<FN>
          See accompanying notes to consolidated financial statements
</TABLE>

                       MRI BUSINESS PROPERTIES FUND, LTD.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                 Years Ended September 30,

                                               1996         1995         1994
Cash flows from operating activities:

Net income (loss)                          $     690    $   4,139    $  (2,200)
Adjustments to reconcile net
 income (loss) to net cash (used in)
  provided by operating activities:
   (Gain) loss on sale of properties            (446)      (2,097)         156
   Extraordinary gain on extinguishment
     of debt                                      --       (4,596)          --
   Depreciation and amortization                 684          897        2,755
   Accrued interest added to principal            --           57          130
   Provision for impairment of value              --        2,400        1,200
   Provision for doubtful receivables             34           20           30
   Changes in operating assets and
     liabilities:
       Receivables and other assets           (1,927)        (166)         382
       Deferred costs paid                        (7)         (84)        (145)
       Accounts payable and accrued
         liabilities                            (341)        (259)        (306)
       Due to affiliate                          (50)          50           --
       Accrued interest                           --         (965)          --

Net cash (used in) provided by
  operating activities                        (1,363)        (604)       2,002

Cash flows from investing activities:
  Net proceeds from sale of property           9,474       27,681          420
  Additions to real estate                       (38)      (1,212)      (1,217)
  Proceeds from cash investments                  --           --          887

Net cash provided by investing
  activities                                   9,436       26,469           90
Cash flows from financing activities:
  Satisfaction of notes payable                   --      (27,051)          --
  Notes payable proceeds                          --           --        1,180
  Notes payable principal payments               (47)         (50)        (308)
  Distribution to partners                    (3,383)          --           --

Net cash (used in) provided by
  financing activities                        (3,430)      (27,101)        872
Increase (decrease) in cash and
  cash equivalents                             4,643        (1,236)      2,964
Cash and cash equivalents at beginning
  of year                                      3,795         5,031       2,067

Cash and cash equivalents at end of
  year                                     $   8,438    $    3,795   $   5,031
Supplemental disclosure of cash flow
  information:
Interest paid in cash during the year      $      93    $    1,232   $   3,515

          See accompanying notes to consolidated financial statements


                       MRI BUSINESS PROPERTIES FUND, LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A - Organization and Summary of Significant Accounting Policies

Organization

      MRI Business  Properties  Fund,  Ltd.  (the "Partnership")  is  a  limited
partnership organized under the laws of the State of California to acquire, hold
for  investment,  and  ultimately  sell  income-producing  real   estate.    The
Partnership owns  one shopping  center located  in Georgia.   The  Partnership's
Resource Park West property  was sold on October  22, 1996.  The  Partnership is
marketing its remaining  property for  sale.   The Managing  General Partner  is
Montgomery Realty  Company-83  ("Montgomery"), a  limited  partnership, and  the
associate general partner is MRI Associates,  Ltd., a limited partnership.   Fox
Realty Investors  ("FRI")  is  a  general  partner  of  Montgomery  and  of  MRI
Associates, Ltd.  The Partnership was organized on June 20, 1983, but it did not
commence operations until October  1983.  A  capital contribution of  $1,000 was
made  in  1983  by  the  original  limited  partner.     The  remaining  capital
contributions of  $82,157,000  ($1,000  per  unit)  were  made  by  the  limited
partners.  In addition, the general partners contributed $100,000.

      On December 6,  1993, NPI Equity  Investments II,  Inc. ("NPI  Equity II")
became the managing general partner of FRI and assumed  operational control over
Fox  Capital  Management  Corporation   ("FCMC"),  an  affiliate  of   FRI.  The
individuals who had  served previously as  partners of FRI  and as  officers and
directors of FCMC contributed  their general partnership  interests in FRI  to a
newly formed limited partnership, Portfolio Realty Associates,  L.P. ("PRA"), in
exchange for limited partnership interests in  PRA.  In the  foregoing capacity,
such partners continue  to hold, indirectly,  certain economic interests  in the
Partnership and such other investment partnerships, but ceased to be responsible
for the operation and management of the Partnership and such other partnerships.

      On January 19, 1996, the stockholders of National Property Investors, Inc.
("NPI"), the sole  share holder of  NPI Equity II,  sold all of  the issued  and
outstanding shares of NPI to IFGP Corporation ("IFGP"), an affiliate of Insignia
Financial Group, Inc. ("Insignia").  Upon closing, the officers and directors of
NPI Equity  II  resigned  and IFGP  elected  new  officers and  directors.    In
connection with the sale of the NPI stock to IFGP, DeForest Ventures I L.P. sold
the 25,436  limited partnership  units owned  by it  to MRI/CPF  LLC, an  entity
comprised of the former  NPI shareholders and their  affiliates.  (See Item  12,
"Security Ownership of Certain Beneficial Owners and Management.")

     The occupancy rate at the Partnership's remaining property decreased to 23%
due to  the largest  tenant not  exercising its  renewal option.   The  Managing
General Partner  is  still  marketing  the property  for  sale,  as  opposed  to
expending significant  amounts of  cash flow  in an  effort to  fully lease  the
property. 

Note A - Organization and Summary of Significant Accounting Policies - continued

Consolidation

      The consolidated  financial  statements include  the  Partnership and  its
wholly owned subsidiary, Resource Park West, L.P., which was formed in September
1993.    All  significant  intercompany  transactions  and  balances  have  been
eliminated.

Cash and Cash Equivalents

      For purposes of  reporting cash flows,  cash and cash  equivalents include
cash on hand, demand deposits and money market funds.

Concentration of Credit Risk

     The Partnership  maintains  cash balances  at  institutions insured  up  to
$100,000 by the  Federal Deposit  Insurance Corporation ("FDIC").   Balances  in
excess of $100,000  are usually  invested in money  market accounts.   At  times
during the year, cash balances exceeded insured levels.  At  September 30, 1996,
the Partnership had  $8,070,000 invested  in a  money market  account, which  is
included in cash and cash equivalents.

Investment in Real Estate

      Investment properties  are  generally  stated at  the  lower  of  cost  or
estimated fair value, which was determined using the net operating income of the
investment property capitalized  at a  rate deemed  reasonable for  the type  of
property, adjusted for market conditions, physical condition of the property and
other factors to assess whether any permanent impairment in  value has occurred.
During 1996,  the  Partnership adopted  FASB  Statement  No. 121,  ("FASB  121")
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," which requires impairment  losses to be recorded  on long-lived
assets used in  operations when  indicators of  impairment are  present and  the
undiscounted cash flows estimated to be generated by those assets  are less than
the assets' carrying amount.  The  impairment loss is measured by  comparing the
fair value of the asset to  its carrying amount.   The adoption of FASB  121 did
not have an effect on the Partnership's consolidated financial statements.

Depreciation

      Buildings, improvements and furniture  and fixtures are  depreciated using
the straight line method over the estimated useful lives of  the assets, ranging
from 5 to 39 years.

Deferred Loan Fees

 Deferred loan fees are amortized using the straight-line method  over the lives
of the related mortgage notes.   Unamortized loan fees are included  in deferred
costs.  At  September 30, 1996  and 1995,  accumulated amortization  of deferred
loan fees totaled $18,000 and $12,000, respectively.


Note A - Organization and Summary of Significant Accounting Policies - continued

Lease Commissions

      Deferred lease  commissions are amortized  using the  straight-line method
over the lives of the related leases.  Such amortization is charged to operating
expenses.  Unamortized  lease commissions are  included in  deferred costs.   At
September 30,  1996  and 1995,  accumulated  amortization of  lease  commissions
totaled $112,000 and $364,000, respectively.

Income Taxes

     The Partnership  is classified  as  a partnership  for  Federal income  tax
purposes. Accordingly, no provision for income taxes is made in the consolidated
financial statements  of  the  Partnership.    Taxable income  or  loss  of  the
Partnership is reported in the income tax returns of its partners.

      The tax basis of the Partnership's equity is approximately $ 23,623,000.

Fair Value

      In 1995, the  Partnership implemented  "Statement of Financial  Accounting
Standards No. 107, Disclosure about Fair Value of  Financial Instruments," which
requires disclosures of fair  value information about financial  instruments for
which it is  practicable to  estimate that value.   The  carrying amount  of the
Partnership's cash and  cash equivalents  approximates fair value  due to  their
short-term maturities.  The  Partnership estimates the  fair value of  its fixed
rate mortgage  by discounted  cash flow  analysis based  on estimated  borrowing
rates currently available to the Partnership approximates the carrying value.

Net Income (Loss) Per Weighted Average limited partnership Unit

      Net income (loss) per Limited Partnership Unit is computed by dividing net
income (loss) allocated to the limited partners by 82,158 units outstanding.

Use of Estimates

      The preparation  of  financial  statements in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that  affect  the amounts  reported  in the  consolidated  financial
statements and  accompanying  notes.  Actual  results could  differ  from  those
estimates.


Note B - Related Party Transactions

      The Partnership has no employees and is dependent on  its general partners
and its  affiliates for  the management  and administration  of all  partnership
activities.  The Partnership Agreement  provides for payments to  affiliates for
services and  as reimbursement  of certain  expenses incurred  by affiliates  on
behalf of the Partnership.

      On January 1, 1993, Metric Management,  Inc., ("MMI"), a company  which is
not affiliated with the  general partners, commenced providing  certain property
and portfolio  management  services to  the  Partnership  under a  new  services
agreement.  As  provided in  the new  services agreement,  effective January  1,
1993, no reimbursements were made to  the general partners and  affiliates after
December 31, 1992.  Subsequent to December 31, 1992, reimbursements were made to
MMI.  On December 16, 1993, the services agreement with MMI was modified and, as
a result thereof,  NPI Equity II  began directly  providing cash  management and
other Partnership services on various dates commencing December 23, 1993.

      The  following  transactions  with   affiliates  of  Insignia,  NPI,  and
affiliates of  NPI  were  charged  to  expense  in  1996,  1995,  and  1994  (in
thousands):

                               Years ended September 30,
                             1996        1995         1994
Reimbursements for
 services of affiliates      $116        $193         $118
  (included in general
    and administrative
     expenses)

       For the  period  from  January  19,  1996, to  September  30,  1996,  the
Partnership insured its properties under a  master policy through an  agency and
insurer unaffiliated with  the Managing General  Partner.   An affiliate  of the
Managing General Partner  acquired, in  the acquisition of  a business,  certain
financial obligations from an insurance agency  which was later acquired  by the
agent who placed the  current year's master policy.   The current  agent assumed
the financial obligations to the affiliate  of the Managing General  Partner who
received payments  on these  obligations from  the  agent.   The  amount of  the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing  General  Partner  by  virtue   of  the  agent's  obligations   is  not
significant.

       In accordance with the  Partnership Agreement, the general  partners were
allocated their two percent continuing interest in the  Partnership's net income
(loss) and taxable income (loss). Gain from disposition  of Partnership property
and gain on extinguishment  of debt were allocated  20% to the  general partners
until such time as the general partners do not have deficit capital accounts. In
January, 1996,  the  Partnership  distributed  $3,315,000  ($40.35  per  limited
partnership unit) to the  limited partners and  $68,000 to the  general partners
from working capital reserves. In  October  1996,  the  Partnership  distributed
$6,860,000 ($83.50 per  limited partnership  unit) to the  limited partners  and
$140,000 to  the general  partners from  proceeds  from the  disposition of  the
Norwood Tower  Office  Building  and Mardot  II  Building.  There were  no  cash
distributions to the general  partners for the  years ended September  30, 1995,
and 1994.   Upon termination  of the Partnership,  the general  partners may  be
required to contribute certain funds to  the Partnership in accordance  with the
terms of the Partnership Agreement.

Note C - Note Payable
(Dollar amounts in thousands)


                       Principal                                     Principal
                      Balance At      Stated                          Balance
                    September 30,    Interest    Period    Maturity   Due At
     Property            1996          Rate     Amortized    Date    Maturity

Resource Park      $      1,063        8.5%    15 years     12/98   $    932
 West Office
  Building,
   Lakewood,
    Colorado

With the sale of Resource Park West on October 22, 1996, the above debt was paid
in full (see "Note J").

Note D - Investment Property and Accumulated Depreciation
(Dollar amounts in thousands)


                                           Initial Cost
                                          To Partnership
                                                                   Cost
                                                  Buildings     Capitalized
                                                 and Related     (Removed)
                                                   Personal    Subsequent to
Description             Encumbrances    Land       Property     Acquisition

Parkway Village
 Shopping Center      $        --   $      563  $    3,763    $        148
Resource Park West
 Office Building (1)        1,063          777       6,094          (1,687)

                      $     1,063   $    1,340  $    9,857    $     (1,539)



Note D - Investment Property and Accumulated Depreciation (continued)


                        Gross Amount at Which Carried
                             At September 30, 1996
                             Buildings                Accum-              Depre-
                            And Related               ulated     Date     ciable
                              Personal                Depre-    Acqui-     Life-
    Description      Land     Property     Total     ciation      red      Years

Parkway Village
 Shopping Center   $ 440   $  4,034      $ 4,474   $   1,732   6/84        5-39

Resource Park
 West Office
  Building (1)       453      4,731        5,184       2,221   1/84        5-39

                   $ 893   $  8,765      $ 9,658   $   3,953


(1)  Property was sold October 1996 (See "Note J").

Reconciliation of Investment Property and Accumulated Depreciation:

                                           Years Ended September 30,
Investment Properties                1996 (1)          1995            1994


Balance at beginning of year     $     25,239    $     76,835    $     78,416
  Property Improvements                    38           1,212           1,217
  Property sales                      (15,619)        (50,408)         (1,598)
  Provision for impairment                 --          (2,400)         (1,200)
Balance at end of year           $      9,658    $     25,239    $     76,835


                                            Years Ended September 30,
                                     1996 (1)          1995            1994

Accumulated Depreciation
Balance at beginning of year     $     10,225    $     34,287    $     32,726
  Property Improvements                   550             762           2,571
   Property sales                      (6,822)        (24,824)         (1,010)
Balance at end of year           $      3,953    $     10,225    $     34,287

(1)  Resource Park West was sold October 1996 (see "Note J").

   The aggregate cost of the real estate for Federal income tax purposes at
September 30, 1996 and 1995 is $13,272,000 and $39,421,000.  The accumulated
depreciation taken for Federal income tax purposes at September 30, 1996 and
1995 is $8,309,000 and $20,425,000.

Note E - Provision for Impairment of Value

      During fiscal year 1992 the Partnership determined that based upon current
economic conditions, projected  future operational  cash flows,   continued  low
absorption rates and high vacancy  rates in comparable commercial  property, the
decline in values of  Norwood Tower Office  Building, located in  Austin, Texas,
Resource Park West Office Building located in Lakewood,  Colorado, Priest Office
Building, located  in Tempe,  Arizona,  and One  Empire  Place Office  Building,
located in Dallas, Texas, were other  than temporary and that recovery  of their
carrying values was not likely. Accordingly, a provision for impairment of value
of $11,109,000  (consisting  of $6,426,000  on  Norwood Tower  Office  Building,
$1,640,000 on Resource  Park West Office  Building, $1,315,000 on  Priest Office
Building and $1,728,000 on One Empire  Place Office Building) was  recognized in
fiscal year 1992.  In fiscal  year 1993, an additional provision  for impairment
of value  of $625,000  was recognized  on One  Empire Place  Office Building  to
further reduce the carrying value of the property due to continued deterioration
of the Dallas, Texas market. During fiscal year 1994, the Partnership determined
based on current economic  conditions, projected future operational  cash flows,
and high vacancy rates, the decline  in Parkway Village Shopping  Center's value
was other than temporary and that recovery of the carrying value  is not likely.
A provision for impairment of value of $1,200,000 was recognized  in fiscal year
1994 to reduce the carrying value  of the property to its estimated  fair value.
During fiscal  year  1995, the  Partnership  determined  that based  on  current
economic conditions, projected operational cash flows (including estimated sales
proceeds), and high vacancy rates  in comparable commercial property,  the value
of Norwood Tower Office  Building declined further  and is other  than temporary
and recovery is not likely.  Accordingly, an additional provision for impairment
of value  of $2,400,000  was recognized  to  reduce the  carrying  value of  the
property to its estimated fair value.   Carrying value includes the cost  of the
property less accumulated depreciation  plus unamortized deferred costs.   Refer
to "Notes H and J" for discussion of property sales.

Note F - Future Rental Revenues

      Minimum future rental revenues from property under operating leases having
non-cancelable lease terms in excess of  one year at September 30, 1996,  are as
follows (dollar amounts in thousands):

                         1997                         $   139
                         1998                             104
                         1999                              44
                         2000                              23
                         2001                              --
                      Thereafter                           --
                        Total                         $   310

      Rental income from  the Dallas Marriott  Quorum Hotel leaseback agreement
was $85,000  and  $5,733,000  in 1995  and  1994  respectively.   The  leaseback
agreement also  provided that  the Partnership  was responsible  for land  lease
payments and property taxes (see "Notes G and H").

Note G - Rental Commitments and Contingencies

      The land lease, which was due to expire in 2007, was terminated on October
24, 1994,  in connection  with the  sale  of the  Partnership's Dallas  Marriott
Quorum Hotel  (see  "Note  H").    Rental  expenses  for  all  operating  leases
(including  the  land  lease)  were  $59,000  and  $702,000  in  1995  and  1994
respectively.

Note H - Sale of Property and Extraordinary Gain on Extinguishment of Debt

     On September 3,  1996, the Partnership  sold Priest Office  Building for  a
contract price of $1,675,000 to an  unrelated third party. After the payment  of
closing costs and  related expenses  of approximately  $70,000, the  Partnership
received proceeds of approximately $1,605,000.   The sale resulted in a loss  of
approximately $5,000.   Provision  for impairment  of  value of  $1,315,000  was
recorded in fiscal year 1992 (see "Note E").

     On July  24, 1996,  the Partnership  sold  its Mardot  II property  for  an
aggregate selling price  of $2,600,000 to  an unrelated third  party. After  the
payment of closing  costs and related  expenses of  approximately $212,000,  the
Partnership received proceeds of approximately $2,388,000. The sale resulted  in
a gain of approximately $436,000.

     On June 28, 1996,  the Partnership sold Norwood  Tower Office Building  for
$5,725,000.  After  the  payment  of  closing  costs  and  related  expenses  of
approximately $243,000,  the  Partnership  received  proceeds  of  approximately
$5,482,000.  The sale resulted in  a gain of approximately $15,000.   Provisions
for impairment of value totaling $8,826,000  were recorded in fiscal years  1992
and 1995 (see "Note E").

      On October 24, 1994, the Partnership sold its Dallas Marriott Quorum Hotel
for $29,815,000.  After repayment of the first and second mortgage loan balances
of  $22,221,000  (including  $170,000  of  accrued   interest)  and  $5,000,000,
respectively, deferred interest of $750,000 and closing costs and adjustments of
$515,000, the cash received by the Partnership was $1,329,000.   Under the terms
of the agreement, cash in the hotel's bank account  of approximately $1,980,000,
was retained by  the purchaser  to be used  as partial  repayment of  the second
loan.  Accrued  but unpaid interest  of approximately  $4,596,000 on  the second
loan was forgiven by the lender.  The sale resulted in a  gain of $2,097,000 and
an extraordinary gain on extinguishment of debt of $4,596,000.

      On July  7,  1994, the  Partnership's  One  Empire Place  Office  Building
property was sold to an unaffiliated buyer for $457,000.  After  expenses of the
sale of approximately  $37,000, the Partnership  received $420,000  of proceeds.
The loss on the sale was $156,000.  Provisions for impairment  of value totaling
$2,353,000 were recorded in fiscal years 1992 and 1993.

Note I - Distributions

        In January,  1996, the  Partnership distributed  $3,315,000 ($40.35  per
limited partnership unit)  to the limited  partners and  $68,000 to  the general
partners from working  capital reserves.   Refer to "Note  J" for  discussion of
distribution made subsequent to September 30, 1996.

Note J - Subsequent Events

     On October  22,  1996,  the Partnership  sold  Resource  Park  West  Office
Building to an unrelated third party for a contract amount of $4,025,000.  After
the payment  of  the  note  payable,  closing  costs  and  related  expenses  of
approximately $136,000,  the  Partnership  received  proceeds  of  approximately
$3,889,000.  The sale will result in a gain of approximately $859,000 in  fiscal
year 1997.   Provision for  impairment of value  of $1,640,000  was recorded  in
fiscal year 1992 (see "Note E").

     In October 1996, the Partnership distributed $6,860,000 ($83.50 per limited
partnership unit) to the limited partners  and $140,000 to the  general partners
from proceeds from  the disposition  of the  Norwood Tower  Office Building  and
Mardot II Building.

Note K - Reconciliation to Income Tax Method of Accounting

      The differences between the method of accounting for  income tax reporting
and the accrual  method of accounting  used in the  financial statements  are as
follows (in thousands, except unit data):

<TABLE>
<CAPTION>
                                             1996          1995          1994
<S>                                     <C>           <C>           <C>
Net income (loss)-financial statements   $      690    $    4,139    $    (2,200)
Differences resulted from:
Depreciation                                   (904)       (1,256)        (2,378)
Gain on sale of property                     (3,577)        15,355            --
Provision for impairment of value                --          2,400         1,200
Loss on property disposition                     --             --        (1,082)
Other                                          (313)           100           120

Net (loss) income -income tax method     $   (4,104)   $    20,738   $    (4,340)

Taxable (loss) income per limited
 partnership unit after giving effect
 to the allocation to the general
 partner                                 $      (51)   $       220   $       (52)

Partners' equity-financial statements    $   15,316    $    18,009   $    13,870
Differences resulted from:
Deferred sales commissions and
 organization costs                           9,079          9,079         9,079
Depreciation                                 (4,481)       (10,200)      (24,419)
Provision for impairment of value             2,840         12,981        10,581
Payments credited to property and
 improvements                                   616            675           713
Other                                           253            566           546
Partners' equity-income tax method       $   23,623    $    31,110   $    10,370
</TABLE>


Note L - Pro Forma Financial Information

  The following pro forma consolidated balance sheet as  of September 30, 1996,
and the pro  forma consolidated  statement of  operations for  the twelve  month
period ended September 30, 1996, give effect  to the sale of Resource Park  West
Office Building.  The adjustments related to the pro forma consolidated  balance
sheet assume the transaction  was consummated at September  30, 1996, while  the
adjustments  to  the  pro  forma  consolidated  income  statements  assume   the
transaction was consummated at  the beginning of the  year presented.  The  sale
occurred on October 22, 1996.

  The pro forma adjustments  required are to eliminate  the assets, liabilities
and operating activity  of Resource  Park West  Office Building  and to  reflect
consideration received for the property.

  These pro forma adjustments are  not necessarily  reflective of  the results
that actually would have occurred if the sale had  been in effect as of and  for
the periods presented or that may be achieved in the future.


                        PRO FORMA CONSOLIDATED BALANCE SHEET
                                 September 30, 1996
                                   (in thousands)
<TABLE>
<CAPTION>
                                                              Pro Forma
                                                Historical   Adjustments    Pro Forma
<S>                                          <C>           <C>           <C>
Assets
 Cash and cash equivalents                    $    8,438    $     2,698   $    11,136
 Deferred costs, net                                 122           (105)           17
 Other assets                                      2,301            (75)        2,226
 Investment property:
   Real estate                                     9,658         (5,184)        4,474
   Accumulated depreciation                       (3,953)         2,221        (1,732)
 Real estate, net                                  5,705         (2,963)        2,742

                                              $   16,566    $      (445)  $    16,121

Liabilities and Partners' Equity
Liabilities
 Accrued expenses and other liabilities       $      187    $       (70)  $       117
 Mortgage notes payable                            1,063         (1,063)           --

                                                   1,250         (1,133)          117

Partners' Capital                                 15,316            688        16,004

                                              $   16,566    $      (445)  $    16,121
</TABLE>


Note L - Pro Forma Financial Information (continued)


                   PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   For the twelve months ended September 30, 1996
                          (in thousands, except unit data)
<TABLE>
<CAPTION>
                                                              Pro Forma
                                                Historical   Adjustments    Pro Forma
<S>                                          <C>           <C>           <C>
Revenues:
 Commercial operations                        $    2,887    $     (775)   $     2,112
 Interest income                                     161            (2)           159
 Gain on sale of property                            446            --            446
   Total revenues                                  3,494          (777)         2,717

Expenses:
 Commercial operations                             1,711          (395)         1,316
 Interest                                             99           (99)            --
 Depreciation                                        550          (138)           412
 General and administrative                          444            --            444
   Total expenses                                  2,804          (632)         2,172

   Net income (loss)                          $      690    $     (145)   $       545
Net income (loss) per limited
 partnership unit                             $     7.25    $    (1.73)   $      5.52
</TABLE>

     The historical information above includes applicable operating results  for
the properties sold  during fiscal year  1996, while the  pro forma  adjustments
relate only to the subsequent sale of Resource Park West.  Consequently, the pro
forma information is  not reflective  of the  Partnership's remaining  property,
Parkway Village.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.

        There were no disagreements with Imowitz Koenig & Co., LLP regarding the
1996,  1995,  or  1994  audits  of  the   Partnership's  consolidated  financial
statements.

                                   PART  III

Item 10. Directors and Executive Officers of The Partnership

          Neither  the Partnership,  Montgomery Realty  Company-83 ("MRC"),  the
general partner of the Partnership nor FRI, the general partner of  MRC, has any
officers or directors.   NPI  Equity II, the  Managing General  Partner of  FRI,
manages  substantially  all  of  the  Partnership's  affairs   and  has  general
responsibility in all matters afecting its  business. NPI Equity II is  a wholly
owned subsidiary of NPI.  NPI Equity II and its affiliates also  control, or act
as, the managing general partner of 28 other public limited partnerships. All of
these partnerships are  engaged in the  acquisition, leasing and  disposition of
real estate.   As of December  1, 1996, the  names, ages  and positions  held by
executive officers and directors of NPI Equity II are as follows:


    Name                                 Age         Position

    William H. Jarrard, Jr.              50          President

    Ronald Uretta                        40          Vice President, Chief 
                                                     Operating Officer and 
                                                     Treasurer

    John K. Lines                        37          Vice President and 
                                                     Secretary

    Kelley M. Buechler                   39          Assistant Secretary


      William H. Jarrard has been President of the Managing General Partner 
since January 1996 and Managing Director - Partnership Administration of 
Insignia since January 1991. Mr. Jarrard served as Managing Director-Partnership
Administration and Asset Management from July 1994 to January 1996.  During the
five years prior to joining Insignia in 1991, he served in similar capacities 
for U.S. Shelter.

      Ronald Uretta has been Insignia's Chief Operating Officer since August 
1996 and Treasurer since January 1992. From January 1992 to August 1996, Mr. 
Uretta was Insignia's Chief Financial Officer. Mr. Uretta was Insignia's
Secretary from January 1992 to June 1994.  From May 1988 until September 
1990, Mr. Uretta was a self-employed financial consultant.   From  January 1978
until  January 1988, Mr. Uretta was employed by Veltri Raynor & Company, 
independent certified public accountants.

      John K. Lines, Esq. has been  Vice President and Secretary  of the 
Managing General Partner since January  1996, Insignia's General Counsel  since 
June 1994, and General Counsel  and Secretary  since July 1994.   From  May 1993
until June 1994, Mr. Lines  was the Assistant  General Counsel and  Vice 
President  of Ocwen Financial Corporation, West  Palm Beach,  Florida.  From  
October 1991  until May 1993, Mr. Lines was a Senior Attorney with BANC  ONE 
CORPORATION, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an 
attorney with Squire Sanders & Dempsey, Columbus, Ohio.

      Kelley M. Buechler is Assistant Secretary of the Managing General Partner.
Ms. Buechler has been Assistant Secretary  of Insignia since  1991.  During the
five years prior to joining Insignia in 1991, she served in  similar capacities
for U.S. Shelter.  

      The Partnership believes, based on written representations received by it,
that for the fiscal year ended September 30, 1996, all filing requirements under
Section 16(a) of the  Securities Exchange Act  of 1934 applicable  to beneficial
owners of the Partnership's  Securities, the Partnership's general  partners and
officers and directors of such general partners, were complied with.

Item 11. Executive Compensation.

      The Partnership is not required to and did not pay any compensation to the
officers or directors of NPI  Equity II.  NPI  Equity II does not  presently pay
any compensation to  any of its  officers or directors.  (See Item  13, "Certain
Relationships and Related Transactions").

Item 12. Security Ownership of Certain Beneficial Owners and Management.

      The Partnership is a limited partnership and has no officers or directors.
The Managing  General  Partner  has  discretionary  control  over  most  of  the
decisions made by  or for the  Partnership in accordance  with the terms  of the
Partnership Agreement.

      The following  table  sets  forth certain  information  regarding  limited
partnership units of the  Partnership owned by each  person who is known  by the
Partnership to own beneficially or  exercise voting or dispositive  control over
more than 5%  of the  Partnership's limited partnership  units, by  each of  NPI
Equity II's directors and by all directors and executive officers  of NPI Equity
II as a group as of September 30, 1996.

                     Name and address of     Amount and nature of
                     Beneficial Owner         Beneficial Owner      % of Class

                       MRI/CPF, LLC                25,436             30.96

      There are no arrangements known to the Partnership, the operation of which
may, at a  subsequent date, result  in a change  in control of  the Partnership,
other than as follows:

(a) In connection with the admission of NPI Equity II as the managing partner of
FRI, PRA  reserved the  right  to remove  NPI  Equity II  from  its position  as
managing partner of FRI if certain events occur, such as an  event of bankruptcy
or the failure to maintain an adequate  net worth.  In such event,  PRA may, but
is not required to, assume the position of managing partner of FRI.

 (b)  See  Item 1,  "Business"  for information  relating  to  the sale  by  the
stockholders of NPI of all of the issued and outstanding shares of  stock of NPI
to an affiliate of Insignia.


Item 13. Certain Relationships and Related Transactions.

      The Partnership Agreement provides that MRC will be  reimbursed for actual
expenses incurred  in  providing services  required  by  the Partnership.    The
Managing General  Partner  assumed responsibility  for  cash management  of  the
Partnership as  of December  23, 1993,  and for  day  to day  management of  the
Partnership's affairs, including portfolio management, accounting,  and investor
relations services as  of April  1, 1994.   Prior  to that  time, Metric  Realty
Services, L.P. or its affiliate provided such services.

      The  following  transactions  with   affiliates  of  Insignia,   NPI,  and
affiliates of  NPI  were  charged  to  expense  in  1996,  1995,  and  1994  (in
thousands):

                               Years ended September 30,
                             1996        1995         1994
Reimbursements for
 services of affiliates      $116        $193         $118
  (included in general
    and administrative
     expenses)

        For the  period  from  January 19,  1996,  to  September 30,  1996,  the
Partnership insured its properties under a  master policy through an  agency and
insurer unaffiliated with  the Managing General  Partner.   An affiliate  of the
Managing General Partner  acquired, in  the acquisition of  a business,  certain
financial obligations from an insurance agency  which was later acquired  by the
agent who placed the  current year's master policy.   The current  agent assumed
the financial obligations to the affiliate  of the Managing General  Partner who
received payments  on these  obligations from  the  agent.   The  amount of  the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing  General  Partner  by  virtue   of  the  agent's  obligations   is  not
significant.

        In accordance with the Partnership Agreement, the  general partners were
allocated their two percent continuing interest in the  Partnership's net income
(loss) and taxable income (loss). Gain from disposition  of Partnership property
and gain on extinguishment  of debt were allocated  20% to the  general partners
until such time as the general partners do not have deficit capital accounts. In
January, 1996,  the  Partnership  distributed  $3,315,000  ($40.35  per  limited
partnership unit) to the  limited partners and  $68,000 to the  general partners
from working capital reserves. In  October  1996,  the  Partnership  distributed
$6,860,000 ($83.50 per  limited partnership  unit) to the  limited partners  and
$140,000 to  the general  partners from  proceeds  from the  disposition of  the
Norwood Tower Office  Building and Mardot II  Building.  There were no  cash 
distributions to  the general partners  for the  years ended September 30, 1995 
and 1994.  Upon termination of the  Partnership, the general partners may  be 
required  to contribute  certain  funds to  the Partnership  in accordance with 
the Partnership Agreement.

      The General Partner is entitled to receive an allocation of 10% of the net
income and net  loss, taxable income  and taxable loss,  and cash  available for
distribution distributed to partners in an effort to defray some of the expenses
related to non-reimbursed expenses and services provided by  the General Partner
and not reimbursed by the Partnership.  No distribution was made  in fiscal year
ended September 30, 1996.

      The Managing General Partner is  also entitled to its  continuing interest
of two percent of net income  and net loss, taxable income and  taxable loss and
distribution of cash available for distribution; provided, however, (i) that 20%
of realized gains from the sale or other disposition of property is allocated to
the general  partner until  such time  as it  does  not have  a deficit  capital
account, and (ii)  two percent  of cash from  sales or  refinancing and  working
capital reserve.


                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) (1) (2) Financial Statements and Financial Statement Schedules:

          See Item 8 of this Form 10-K for Consolidated  Financial Statements of
          the Partnership, Notes thereto,  and Financial Statement  Schedules. A
          table of contents to  Consolidated Financial Statements  and Financial
          Statement Schedules is included in  Item 8 and incorporated  herein by
          reference.)

(a) (3)   Exhibits:

          2.   NPI Stock  Purchase Agreement  dated  as of  August  17, 1995,
               incorporated by reference  to Exhibit  2 to  the Partnership's
               Current Report on Form 8-K dated August 17, 1995.

          3,4. Partnership  Agreement  incorporated   by  reference   to  the
               Partnership's Prospectus filed pursuant to Rule 424 (b) of the
               Securities Act of 1933.


          16.   Letter dated  April 27,  1994, from  the Partnership's  Former
                Independent  Auditors   incorporated  by   reference   to  the
                Partnership's Current Report on Form 8-K dated April 22, 1994.

(b)       Reports on Form 8-K:

          Form 8-K was filed  by the Partnership during the last  quarter of the
          Partnership's fiscal year  dated September  4, 1996,  relating to  the
          sale of Priest Office Building.


                                  SIGNATURES

Pursuant to the requirements of Section  13 or 15(d) of the  Securities Exchange
Act of 1934, The  Partnership has duly  caused this Report  to be signed  on its
behalf by the undersigned, thereunto duly authorized on the 30th day of 
December, 1996.


                              MRI BUSINESS PROPERTY FUND, LTD.

                              By:   Montgomery Realty Company-83,
                                    its Managing General Partner

                                    By:      Fox Realty Investors,
                                             its Managing General Partner

                                    By:      NPI Equity Investments II, Inc.
                                             its Managing Partner


                                    By:      /s/William H. Jarrard, Jr.
                                             William H. Jarrard, Jr.
                                             President and Director

                                    By:      /s/Ronald Uretta
                                             Ronald Uretta
                                             Chief Operating Officer


                                    Date:    December 30, 1996





Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the  following persons on behalf of The  Partnership in
their capacities  as directors  and/or officers  of NPI  Equity Investments  II,
Inc., on the dates indicated below.

Signature/Name                      Title                           Date

/s/William H. Jarrard, Jr.
William H. Jarrard, Jr.       President and Director           December 30, 1996

/s/Ronald Uretta
Ronald Uretta                 Chief Operating Officer          December 30, 1996