<PAGE>
                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  (Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998

                                      OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission file number 0-768

                         GARMENT CAPITOL ASSOCIATES
           (Exact name of registrant as specified in its charter)

A New York Partnership                  13-6083208 
(State or other jurisdiction of 	(I.R.S. Employer
incorporation or organization)          Identification No.)

                60 East 42nd Street, New York, New York 10165
                  (Address of principal executive offices)
                                 (Zip Code)

                               (212) 687-8700
              (Registrant's telephone number, including area code)

                                     N/A
        (Former name, former address and former fiscal year, if changed 
                              since last report)

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 [   ].

An Exhibit Index is located on Page 13 of this Report.
Number of pages (including exhibits) in this filing: 13<PAGE>

                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          Garment Capitol Associates
                        Condensed Statement of Income
                                (Unaudited)

                                For the Three Months    For the Nine Months
                                Ended September 30,     Ended September 30,
                                   1998        1997     1998       1997
Income:
  Rent income, from a 
   related party (Note B)     $     -0-  $      -0-    $     -0-   $  260,780
  Dividend income                   -0-       4,912          -0-       15,895
  Interest income                   -0-         -0-          -0-       87,951
                               --------- ----------    ----------  ----------
                 Total income       -0-       4,912          -0-      364,626
                               --------- ----------    ----------  ----------
Expenses:
  Interest on mortgage              -0-         -0-          -0-       72,101
  Interest on loan                  -0-         -0-          -0-       74,082
  Supervisory services, to a
   related party (Note C)           -0-         -0-          -0-       10,625
  Amortization of mortgage
    refinancing costs               -0-         -0-          -0-       25,838
                               --------- ----------   ----------  -----------
                Total expenses      -0-         -0-          -0-      182,646
                               --------- ----------   ----------  -----------
Income from operations              -0-       4,912          -0-      181,980

Gain on sale of property 
    on March 27,1997                -0-         -0-          -0-   28,361,528
                               --------- ----------   ----------  -----------
Net income for period         $     -0-  $    4,912   $      -0-  $28,543,508
                               ========= ==========   ==========  ===========
Earnings per $5,000 
    participation unit, 
    based on 1,050 participation 
    units outstanding 
    during the year           $     -0-  $     4.68   $      -0-  $27,184.29
                              ========== ==========   ==========  ==========
    Distributions per $5,000
       participation consisted 
       of the following:
       Income                 $     -0-  $      -0-   $      -0-  $26,666.00
                              =========  ==========   ==========  ==========

        As of September 30, 1997, the investment of the Participants had been
repaid in full.  As of September 30, 1998, the Participants continue to 
hold pro rata interests in Registrant based on the original participating 
interests.

<PAGE>
                          Garment Capitol Associates
                            Condensed Balance Sheet
                                 (Unaudited)


Assets                            September 30, 1998      November 30, 1997
Escrow Account held by
  Wien & Malkin LLP                   $  216,135              $   206,894
                                      ----------              -----------
  Total Assets                           216,135                  206,894
                                      ==========              ===========

Liabilities
  Accrued legal costs reserved
    re: pending litigation
    concerning sale of real estate       216,135                  206,894
                                      ----------              -----------
        Total liabilities             $  216,135              $   206,894
                                      ==========              ===========
Capital
  September 30, 1998                         -0-                      -0-
  November 30, 1997                          -0-                      -0-
                                      ----------              -----------
   Total liabilities and capital:
        September 30, 1998               216,135                      -0-
        November 30, 1997                    -0-                  206,894
                                      ==========              =========== 
<PAGE>
                          Garment Capitol Associates
                        Condensed Statement of Income
                                 (Unaudited)

                                   January 1, 1998         January 1, 1997
                                       through                 through
                                  September 30, 1998      September 30, 1997
Cash flows from operating 
  activities:
     Net income                                -0-             $28,543,508
       Adjustments to reconcile 
         net income to cash provided 
         by operating activities:
       Amortization of mortgage 
         refinancing costs                     -0-                  25,838
       Gain on sale of property                -0-             (28,361,528)
	Change in operating liabilites:
        Change in accrued interest payable     -0-                 (45,790)
                                           ----------           -----------
	  Net cash provided by 
          operating activities                 -0-                 162,028
                                           ----------           -----------

Cash flows from investing activities:
        Advances to lessee                     -0-                 (11,899)
        Payments from lessee                   -0-               2,863,433
        Proceeds from sale of property         -0-              30,861,528
                                           ----------           -----------

	Net cash provided by investing 
          activities                           -0-              33,713,062
                                           ----------          ------------

Cash flows from financing activities:
        Cash distributions                     -0-             (27,999,304)
	Principal payments on 
          first mortgage                       -0-              (5,785,947)
                                           ----------          ------------
	Net cash used in financing 
          activities                           -0-             (33,785,251)
                                           ----------          ------------
        Net increase in cash                   -0-                  89,839

Cash, beginning of period                      -0-                 115,992
                                           ----------          ------------
Cash, end of period                     $      -0-            $    205,831
                                           ==========          ============
                                        Jan. 1, 1998           Jan. 1,1997 
                                          through                through
                                       Sept. 30, 1998         Sept.30, 1997
Cash paid for:
        Interest                        $      -0-            $    191,973
                                           ==========          ============

<PAGE>
Notes to Condensed Financial Statements (Unaudited)

Note A - Basis of Presentation

		The accompanying unaudited condensed financial statements 
have been prepared in accordance with the instructions to Form 10-Q 
and therefore do not include all information and footnotes necessary 
for a fair presentation of financial position, results of operations 
and statement of cash flows in conformity with generally accepted 
accounting principles.  The accompanying unaudited condensed financial 
statements include all adjustments (consisting only of normal 
recurring accruals) which are, in the opinion of the partners in 
Registrant, necessary for a fair statement of the results for such 
interim periods.  The partners in Registrant believe that the 
accompanying unaudited condensed financial statements and the notes 
thereto fairly disclose the financial condition and results of 
Registrant's operations for the periods indicated and are adequate to 
make the information presented therein not misleading.


Note B - Interim Period Reporting

		The results for the interim period are not necessarily 
indicative of the results to be expected for a full year. 

		Registrant was organized on January 10, 1957.  On May 1, 
1957, Registrant acquired fee title to the Garment Capitol Building 
(the "Building") and the land thereunder, located at 498 Seventh 
Avenue, New York, New York (the "Property").  Registrant's partners 
are Peter L. Malkin, Thomas N. Keltner, Jr. and Richard A. Shapiro 
(collectively the "Partners"), each of whom also acts as an agent for 
holders of participations in their respective partnership interests in 
Registrant (the "Participants").  As described below, the Property has 
been sold, Registrant has been terminated for tax purposes, and 
distributions from sale proceeds have been made to the Participants.

		Registrant did not operate the Property.  Registrant leased 
the Property to 498 Seventh Avenue Associates (the "Original Lessee") 
under a net operating lease (the "Operating Lease") which commenced as 
of May 1, 1957 and was scheduled to expire on April 30, 2007.  

		In 1994 and 1995, the Original Lessee made capital calls on 
its partners in the aggregate amount of $1,300,000 to defray certain 
operating expenses and improvement costs at the Property.  Despite 
these new capital infusions, however, the Original Lessee concluded 
that to return the Property to profitability would require a very 
large additional capital investment, estimated by the Original Lessee 
to be as high as $16,000,000.  Therefore, on December 29, 1995, in 
accordance with the terms of the Operating Lease, the Original Lessee 
assigned the Operating Lease to 4987 Corporation (the "New Lessee"), 
thereby effectively terminating the liability of the Original Lessee 
and its partners under the Operating Lease.  The shares in the New 
Lessee were owned by the partners in the Original Lessee, except that 
a substantial portion of the shares originally owned by Peter L. 
Malkin is held for the benefit of members of his family but he retains 
voting control.  

		The New Lessee had paid basic rent under the Operating Lease 
through March 27, 1997, the date of the sale of the Property, as 
hereinafter described.  Registrant applied these rents to cover (1) 
its monthly mortgage payments to the Apple Bank for Savings ("Apple 
Bank") on Registrants' fee mortgage on the Property (the "Mortgage 
Loan"), (2) its monthly fee for supervisory services and (3) its 
distributions to the Participants in Registrant.  The New Lessee did 
not pay the New York City real estate taxes and Business Improvement 
District ("BID") assessments in the amounts of $936,180.00 and 
$29,695.14, respectively, and certain other minor assessments and 
charges aggregating less than $1,500, all of which were due on January 
1, 1996 or shortly thereafter.  The New Lessee also failed to pay the 
New York City real estate taxes and BID assessments in the amounts of 
$1,053,254.50 and $28,529.26, respectively, which were due on July 1, 
1996 and $740,845.50 and $28,529.26, respectively, which were due on 
January 1, 1997.  As a result, although payment of the January 1, 1996 
and July 1, 1996 and January 1, 1997 real estate taxes and BID 
assessments has been made as described below, the New Lessee was in 
default of the Operating Lease as of January 1, 1996.

		The New Lessee requested that Registrant forbear from 
exercising its rights and remedies under the Operating Lease, 
including termination of the Operating Lease, by reason of the failure 
to pay the January 1, 1996 and July 1, 1996 real estate taxes and BID 
assessments, while management of Registrant solicited the consent of 
the Participants to a sale of the Property (the "Solicitation").  On 
July 26, 1996, the Partners mailed to the Participants a STATEMENT 
ISSUED BY THE AGENTS IN CONNECTION WITH THE SOLICITATION OF CONSENTS 
OF THE PARTICIPANTS (the "Statement") requesting their authorization 
for a sale of the Property and forbearance in favor of the New Lessee.  
The details of the Partners' proposal are provided in the Definitive 
Proxy Statement which was filed with the Securities and Exchange 
Commission as Schedule 14-A on July 25, 1996, and is incorporated 
herein by reference.  If Registrant did forbear, the New Lessee agreed 
to cooperate fully with Registrant in connection with the sale of the 
Property and to continue to perform its other obligations under the 
Operating Lease, including payment of Basic Rent, to enable Registrant 
to continue its monthly distributions to the Participants, pay its 
supervisory fee and pay its monthly mortgage obligation.  The 
continuation of the Operating Lease was also to serve to insulate 
Registrant from third party liabilities attendant on property 
operations.  Because the consent solicitation program included the 
continuation of the Operating Lease with the New Lessee, Registrant 
did not send a notice of default under the Operating Lease based on 
the failure of the New Lessee to pay the January 1, 1996 and July 1, 
1996 real estate taxes and BID assessments.

		Although the failure to pay the January 1, 1996, July 1, 
1996 and January 1, 1997 real estate taxes and BID assessments also 
constituted a breach of Registrant's obligations under the Mortgage 
Loan, Apple Bank had agreed to forbear from exercising its rights and 
remedies during the period of the solicitation of consents through a 
sale of the Property based on arrangements consummated in March 1996 
between the shareholders of the New Lessee (or designees on their 
behalf) and Apple Bank to fund the January 1, 1996 real estate taxes 
and BID assessments and certain future real estate taxes and BID 
assessments on the Property (together with the January 1, 1996 real 
estate taxes, the "Real Estate Taxes") through protective advances 
under the Mortgage Loan.  The shareholders of the New Lessee (or 
designees on their behalf) had personally borrowed from Apple Bank (a) 
on April 2, 1996, the sum of $1,012,274.18, equal to the January 1, 
1996 real estate taxes and BID assessments and interest thereon to the 
date of the borrowing, and certain other minor city charges and 
interest aggregating less than $1,500 and (b) on June 28, 1996, the 
sum of $1,081,783.76 equal to the July 1, 1996 real estate taxes and 
BID assessment and (c) on December 31, 1996, the sum of $769,374.76 
equal to the January 1, 1997 real estate taxes and BID assessment.  
The April 2, 1996 borrowing was used to fund a protective advance by 
Apple Bank to pay the January 1, 1996 real estate taxes and BID 
assessments, interest thereon and such minor charges, through the 
purchase of a subordinate participating interest in the Mortgage Loan 
in such amount.  The June 28, 1996 and December 31, 1996 borrowings 
were used to fund protective advances by Apple Bank to pay, 
respectively, the July 1, 1996 and January 1, 1997 Real Estate Taxes 
and BID assessments through the purchase of additional subordinate 
participating interests in the Mortgage Loan in such amounts.  
Interest and principal required to be paid on the protective advances 
and on any future protective advances have been paid by the New 
Lessee.

		On January 29, 1997, Registrant received the consent of the 
Participants for the sale and forbearance program and for the 
liquidation of Registrant, as described in the Statement.  See Note C 
and Item 2 hereof for a description of the services rendered by, and 
compensation paid to, Counsel and for a discussion of certain 
relationships which may pose actual or potential conflicts of interest 
among Registrant, Original Lessee, New Lessee and certain of their 
respective affiliates.

		Registrant, together with the New Lessee, entered into a 
contract with George Comfort & Sons, Inc., as Agent, and Tirrem 
Management Company, Inc., collectively as Purchasers, to sell the 
Property to the Purchasers for $42,000,000, subject to adjustments  
(the "Contract of Sale").  The sale closed as of March 27, 1997.  
After priority allocation for certain payments, as more particularly 
described in the Statement, net sale proceeds of $34,885,810 were 
allocated between Registrant and the New Lessee pursuant to the 
formula described in the Statement, as approved by the Participants.  
From its share of the proceeds, Registrant had made an initial 
distribution on March 31, 1997 of $27,000,000 to the Participants, and 
each holder of an original $10,000 Participation, as reduced to 
$5,000, received an initial distribution of sale proceeds of $25,714, 
which included the return of the Participant's remaining original 
capital investment.  On July 23, 1997, an additional distribution of 
$800,000 ($761.90 per $5,000 participation unit) was made to the 
Participants out of the proceeds of sale.

		Based on advice from legal counsel, the partnership was 
terminated for tax purposes on November 30, 1997.  At the time of 
termination, Registrant was still involved in litigation.  In order to 
provide for the anticipated costs of the litigation and for any other 
post-closing expenses, an escrow account, in the amount of $216,135, 
is being held by counsel. 


Note C - Supervisory Services

		Registrant paid Counsel for supervisory services and 
disbursements (i) the basic payment of $42,500 per annum ("Basic 
Payment"); (ii) an additional annual basic payment of the first 
$37,500 of Additional Rent paid by Lessee in any lease year 
("Additional Basic Payment"); and (iii) an additional payment of 10% 
of all distributions to Participants in any year from Basic Rent and 
Additional Rent in excess of the amount representing a return at the 
rate of 18% per annum on their remaining cash investment in any year 
(the "Additional Payment").  The Additional Basic Payment was payable 
in each year only from Additional Rent received by Registrant from New 
Lessee.  If Additional Rent in any year was inadequate to cover the 
Additional Basic Payment, such deficiency was payable in the following 
year in which Additional Rent was sufficient.

		No remuneration was paid during the nine month period ended 
September 30, 1998 by Registrant to any of the Partners as such.  
Pursuant to the fee arrangements described herein, Registrant paid 
Counsel $21,360 during the eleven month period ended November 30, 
1997.  Registrant also paid Counsel $10,625 of the Basic Payment for 
supervisory services for the nine month period ended September 30, 
1998.

		The supervisory services provided to Registrant by Counsel 
included legal, administrative and financial services.  The legal and 
administrative services included acting as general counsel to 
Registrant, maintaining all of its partnership and Participant 
records, performing physical inspections of the Building, reviewing 
insurance coverage and conducting annual partnership meetings.  Finan-
cial services included monthly receipt of rent from the New Lessee, 
payment of monthly and additional distributions to the Participants, 
payment of all other disbursements, confirmation of the payment of 
real estate taxes, active review of financial statements submitted to 
Registrant by the New Lessee and financial statements audited by and 
tax information prepared by Registrant's independent certified public 
accountant, and distribution of such materials to the Participants.  
Counsel also prepares quarterly, annual and other periodic filings 
with the Securities and Exchange Commission and applicable state 
authorities.

		Counsel did not receive a Supervisory Fee based on sale 
proceeds allocated to Registrant but has been paid for its legal 
services in connection with the Statement and in connection with the 
sale.  Counsel has also been paid legal fees by the New Lessee for 
various work in 1996 and 1997.  

		The respective interests of Messrs. Malkin, Keltner, and 
Shapiro, if any, in Registrant arose solely from the ownership of 
their respective participations in Registrant and Mr. Malkin's 
interests in the New Lessee.  The Partners receive no extra or 
special benefit not shared on a pro rata basis with all other 
Participants in Registrant or partners in the New Lessee.  However, 
each of the Partners, by reason of his respective interest in Counsel, 
is entitled to receive his share of payments in respect of supervisory 
services and in respect of any legal fees or other remuneration paid 
to Counsel for legal and supervisory services rendered to Registrant 
and the New Lessee.

Item 2.         Management's Discussion and Analysis of 
                Financial Condition and Results of Operations.

		Registrant was organized solely for the purposes of 
acquiring the Property subject to the Operating Lease.  Registrant was 
required to pay from Basic Rent the mortgage charges and supervisory 
services and to distribute the balance of such Basic Rent to the 
Participants.  Pursuant to the Operating Lease, the holder of the 
leasehold interest thereunder had sole responsibility for the 
condition, operation, repair, maintenance and management of the 
Property.  Registrant did not maintain substantial reserves or 
otherwise maintain liquid assets to defray any operating expenses of 
the Property.  Registrant's results of operations were affected 
primarily by the amount of rent payable to it under the Operating 
Lease.  

		Registrant is aware of the following events.  The
Original Lessee operated the Property at a substantial loss during the 
years ended December 31, 1995 and December 31, 1994.  In 1994 and 
1995, the Original Lessee made capital calls on its partners in the 
aggregate amount of $1,300,000 to defray certain operating expenses 
and improvement costs at the Property.  

		The downturn and changes in methods of operations in the 
garment industry had a major impact on the Property and its operations 
and profitability.  Registrant had been advised that the loss of 
tenants at the Property and the related reduction in rent received 
were primarily due to insolvencies affecting tenants in the garment 
business and reduced demand for space.  

		The New Lessee had the right to abandon or assign its 
interest in the Operating Lease (see Item 1 above).  

		As a result of the Sale, on July 23, 1997, Registrant made a 
final distribution to the Participants of the remaining sales 
proceeds.  At the closing of the sale pursuant to the Contract of 
Sale, the interests of Registrant, as lessor, and the New Lessee, as 
lessee, under the Operating Lease were assigned to the purchaser, and 
the Operating Lease was terminated.  There were no additional regular 
monthly distributions following the distribution on April 1, 1997 in 
respect of March 1997 rent under the Operating Lease.  

                       Liquidity and Capital Resources

                                     N/A

                                  Inflation

		Inflationary trends in the economy did not directly affect 
Registrant's operations, since, as noted above, Registrant did not 
actively engage in the operation of the Property.  Inflation may have 
affected the operations of the New Lessee.  The New Lessee was 
required to pay Basic Rent, regardless of the results of its 
operations.  Inflation and other operating factors affected only the 
amount of Additional Rent payable by the New Lessee, which was based 
on the New Lessee's net operating profit.  

                          PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

		The Property of Registrant is the subject of the following 
pending litigation:

		On October 4, 1996, the alleged holder of three 
participation interests in Registrant brought suit in the U.S. 
District Court for the Southern District of New York against the New 
Lessee, the Original Lessee, the partners in Registrant, and Counsel.  
Registrant is a nominal defendant.  The suit claims that defendants 
violated the anti-fraud provisions of the federal securities laws and 
committed breaches of fiduciary duty and fraud in relation to the 
Solicitation for the sale and forbearance program and for liquidation 
of Registrant.  The suit is styled as a class action, but the 
plaintiff has not applied for class certification to date.  The suit 
seeks to enjoin the allocation of sale proceeds to the New Lessee 
approved by the Participants, money damages and related relief.  
Defendants responded to the complaint with a motion seeking dismissal 
of the action in its entirety.  The Court granted that motion and 
dismissed the action by order and decision dated December 8, 1997.  
Plaintiff's appeal of that order is pending.   The complaint does not 
seek any relief against Registrant, and, accordingly, Registrant's 
litigation counsel is of the opinion that no loss or other unfavorable 
outcome of the action against Registrant is anticipated.  In 
accordance with the Solicitation, sale proceeds were allocated to 
repay the Fee Mortgagee the protective advances as well as all other 
sums then outstanding on the Fee Mortgage.  Pursuant to an agreement 
between counsel for the plaintiff in the 1996 proceeding and counsel 
for the defendants, net sale proceeds allocated to the New Lessee in 
accordance with the formula set forth in the Solicitation will not be 
distributed to the New Lessee, except upon 30 days' notice to counsel 
for the plaintiff.  Such allocated proceeds are currently being held 
by Counsel in an interest bearing account for the benefit of the New 
Lessee.

		On March 13, 1997, the alleged holder of a fractional 
participation interest in Registrant brought suit in the U.S. District 
Court for the Southern District of New York against New Lessee, 
Original Lessee, Registrant's Partners and Counsel.  Registrant is a 
nominal defendant.  The suit is essentially similar to the legal 
action described in the preceding paragraph, alleging that defendants 
violated the federal proxy rules, committed breaches of fiduciary duty 
and fraud in relation to the Solicitation for the sale and forbearance 
program and for liquidation of Registrant.  The suit seeks to enjoin 
the allocation of sale proceeds to New Lessee approved by the 
Participants, money damages and related relief.  Defendants responded 
to the complaint with a motion seeking dismissal of the action in its 
entirety.  The Court granted the motion and dismissed the action 
by the same order and decision dated December 8, 1997 and referred to 
in the preceding paragraph.  Plaintiff's appeal of the order is 
pending.  The complaint does not seek any relief against Registrant, 
and, accordingly, Registrant's litigation counsel is of the opinion 
that no loss or other unfavorable outcome of the action against 
Registrant is anticipated.

		On July 24, 1997, a former holder of a 1.66% partnership 
interest in the Original Lessee filed a complaint in New York Supreme 
Court against Registrant, Original Lessee, New Lessee and Peter L. 
Malkin, individually and as a partner or shareholder in those 
entities.  As against Registrant, the complaint alleges a claim for 
damages or other relief based on the sale of the Property and the 
allocation of sale proceeds to Registrant.  An answer for Registrant 
denying all allegations of liability and damages asserted by plaintiff 
has been filed.  The action is now in the pretrial discovery stage.

Item 6.	Exhibits and Reports on Form 8-K.

	(a)	The exhibits hereto are being incorporated by reference.  

	(b)	Registrant has not filed any report on Form 8-K during the 
quarter for which this report is being filed.

<PAGE>
                                  SIGNATURES

		Pursuant to the requirements of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report 
to be signed on its behalf by the undersigned thereunto duly 
authorized.  

 		The individual signing this report on behalf of 
Registrant is Attorney-in-Fact for Registrant and each of the 
Partners in Registrant, pursuant to Powers of Attorney, dated 
April 10, 1996 and May 14, 1998 (collectively, the "Power").



GARMENT CAPITOL ASSOCIATES
(Registrant)




By:  /s/ Stanley Katzman
     Stanley Katzman, Attorney-in-fact*


Dated: November   , 1998




	Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed by the undersigned as Attorney-
in-Fact for each of the Partners in Registrant, pursuant to the 
Power, on behalf of Registrant and as a Partner in Registrant on 
the date indicated.




By:  /s/ Stanley Katzman
     Stanley Katzman, Attorney-in-fact*



Dated: November   , 1998



__________________________
*       Mr. Katzman supervises accounting functions for Registrant.
<PAGE>
                                EXHIBIT INDEX


Number                  Document                                        Page*

3 (a)                   Registrant's Partnership Agreement, dated 
                        January 10, 1957, which was filed as Exhibit 
                        No. 1 to Registrant's Registration Statement 
                        on Form S-1 as amended (the "Registration 
                        Statement") effective February 13, 1957 and 
                        assigned File No. 2-13034, is incorporated by 
                        reference as an exhibit hereto.

3 (b)                   Amended Business Certificate of Registrant 
                        effective as of January 1, 1996, reflecting a 
                        change in the partners of Registrant, which 
                        was filed as Exhibit 3(b) to Registrant's 
                        Annual Report on Form 10-K for the year ended 
                        December 31, 1995 and is incorporated by 
                        reference as an exhibit hereto.

24                      Powers of Attorney dated April 10, 1996 
                        and May 14, 1998 between Partners of 
                        Registrant and Stanley Katzman and Richard A. 
                        Shapiro which were filed as Exhibit 24 to 
                        Registrant's 10-Q for the quarter ended March 
                        31, 1998 and is incorporated by reference as 
                        an exhibit hereto.

















_____________________
*  Page references are based on a sequential numbering system.