Stamford Towers Limited Partnership
                                
                       1996 Annual Report
                                
                           Exhibit 13
                                
                                
               Stamford Towers Limited Partnership

     
     Stamford Towers Limited Partnership is a Delaware limited partnership
     formed in 1986 for the purpose of developing, owning and operating two
     class A office buildings located in Stamford Connecticut.  The two
     buildings consist of 325,000 square feet of office space, four levels of
     parking, and space for several retail tenants.
     
     
     
                     Property Profile (at December 31, 1996)
     
                North Tower
                Leasable Area                           193,000 square feet
                Percentage Leased                       82%
                Tenants:
                     Citicorp North America, Inc.       136,000 square feet
                     Millsport, Inc.                     10,941 square feet
                     Life Extension Institute             5,688 square feet
                     M.D. Revenues, Inc.                  2,500 square feet
                     Dow Jones & Company, Inc.            2,100 square feet
                     Tower Connections, Ltd.                500 square feet
     
                South Tower
                Leasable Area                           132,000 square feet
                Percentage Leased                       57%
                Tenants:
                     Learning International, Inc.        36,720 square feet
                     Cardmember Publishing Corp.         18,650 square feet
                     Tradition Financial Services, Inc.  11,605 square feet
                     Consolidated-Hydro, Inc.             8,600 square feet
     
       Total Percentage Leased                          72%
     
     
     


                            Contents
     
                      1   Message to Investors
                      3   Financial Statements
                      6   Notes to the Financial Statements
                     12   Report of Independent Auditors
                     13   Net Asset Valuation
     
     
     
     
         Administrative Inquiries       Performance Inquiries/Form 10-Ks
         Address Changes/Transfers      First Data Investor Services Group
         Service Data Corporation       P.O. Box 1527
         2424 South 130th Circle        Boston, Massachusetts 02104-1527
         Omaha, Nebraska 68144-2596     Attn:  Financial Communications
         800-223-3464                   800-223-3464



                              Message to Investors

Presented for your review is the 1996 Annual Report for Stamford Towers Limited
Partnership (the "Partnership").  This letter includes an update on the
Stamford commercial real estate market, an update on the significant leasing
progress made at Stamford Towers (the "Property") during 1996, an analysis of
the Partnership's financial performance during the past year and information on
the status of the Partnership's legal proceedings. Attached to this letter are
the Partnership's audited financial statements for the year ended December 31,
1996.

Stamford Market Update
The Stamford commercial real estate market continued to recover in 1996.  As
reported by Rostenberg-Doern & Company, the market vacancy rate for commercial
office space declined from 12.5% at year-end 1995 to 11% at the end of 1996. As
a result, average market rents for class A office space in Stamford increased
to $23.50 per square foot by year-end 1996 from $20 per square foot at year-end
1995.  The improved conditions have prompted a number of construction proposals
for new office properties.  If such construction does in fact occur and demand
does not keep pace with the delivery of any new space to the market, leasing
activity and rental rates may be negatively impacted.

The construction of Swiss Bank Corporation's new U.S. headquarters, located
directly across the street from the Property, continues to progress.  It is
expected that Swiss Bank's presence, representing the addition of approximately
1,200 employees to the area, will have a positive impact on the Stamford
economy.  The construction is scheduled to be completed in 1998.

Property Update
The improvement in market conditions brought about renewed interest in the
Property during 1996.  We are pleased to report that the Partnership signed
five new leases totaling 74,984 square feet during the year, bringing the
Property's overall percentage of leased space to 72% as of year-end 1996 as
compared to 49% at year-end 1995.  The increase in leased space, coupled with
the improving market conditions, resulted in an increase of approximately $12.5
million in the appraised value of the Property when compared to the prior year.
As a result of such increase, the Partnership's estimate of net asset value
increased from $2.37 per Unit at year-end 1995 to $3.82 per Unit at year-end
1996.  We will continue our efforts to market the Property's available space
and are hopeful that additional leases will be executed in 1997.

As previously reported, the Partnership is exploring its options with respect
to refinancing the $17.8 million first mortgage debt maturing in August 1997.
We will update you on our progress in future reports.

Financial Highlights
                                        Year ended       Year ended
                                       December 31,     December 31,
                                              1996             1995
     Rental Income                     $ 4,144,475      $ 2,947,857
     Interest & Other Income               730,520          651,106
     Total Income                        4,874,995        3,598,963
     
     Property Operating Expenses         2,584,730        2,308,093
     Interest Expense                    1,549,523        1,289,309
     Settlement Costs                      925,070               --
     Professional Fees                     258,524          434,597
     Depreciation and Other Expenses     2,217,504        2,584,868
       Total Expenses                    7,535,351        6,616,867
     
     Net Loss                          $(2,660,356)     $(3,017,904)
     
     Net Cash Used for
     Operating Activities              $  (328,864)     $  (765,796)
       (including interest expenses)

   - Rental income increased by 41% due primarily to significant leasing
     activity in 1996 and a reduction in the amortization of deferred rent
     relating to the extension of Citicorp's lease in 1995.

   - Overall interest and other income increased due to the reimbursement of
     certain tenant improvements which was partially offset by a decrease in
     interest income resulting from the Partnership's lower average cash
     balance.

   - The increase in property operating expenses is primarily due to the
     increases in utilities, cleaning, security and repair and maintenance
     expenses arising from increased occupancy in the South Tower.

   - Interest expense relating to the revolving loan payable increased as a
     result of a previous drawdown to fund leasing commissions associated with
     the Citicorp lease extension and additional drawdowns in 1996 to fund
     leasing commissions and tenant improvements related to the new tenants in
     the South Tower.  The increase is also due to an increase in the average
     interest rate on the loan.

   - Professional fees decreased as a result of lower legal fees associated
     with the Gilbane litigation.

   - The decrease in depreciation and other expenses is primarily due to a
     reduction in depreciation due to the extension of the Citicorp lease and
     the corresponding extension of the period over which the tenant
     improvements are being depreciated.

Legal Proceedings
As discussed in prior correspondence, the Partnership has been involved in
litigation with the Property's former construction manager, Gilbane Building
("Gilbane"), and a subcontractor, Moliterno Stone Sales, Inc. ("Moliterno"). In
this suit, Gilbane and Moliterno, respectively, sought $2.65 million and
$155,000 in damages, plus interest and other relief.  On November 18, 1996, the
Connecticut Superior Court (the "Court") entered a final judgment awarding
Gilbane $770,070 and Moliterno $155,000.  All remaining claims, including the
Partnership's counterclaims, were dismissed.  The Partnership has sufficient
cash to pay the amounts awarded which will not have a material impact on the
Partnership's financial condition.  Although post-judgment motions to alter the
judgment were denied by the Court on March 13, 1997,  it is anticipated that
Gilbane may appeal.

General Information
As you are probably aware, several third parties have commenced partial tender
offers to purchase units of the Partnership at grossly inadequate prices
substantially below the Partnership's estimate of the net asset value per unit.
In response, we have recommended that investors reject these offers because
they do not reflect the underlying value of the Partnership's assets.  To date,
holders of an overwhelming majority of the outstanding units have agreed that
these offers were inadequate and have rejected such offers.  Please be assured
that if any additional tender offers are made for your units, we will endeavor
to provide you with our position regarding such offer on a timely basis.

Summary
We are pleased with the increased leasing activity at the Property in 1996 and
are hopeful that the continued improvement in the Stamford real estate market
will lead to the execution of additional leases in 1997.

Very truly yours,

Stamford Towers, Inc.
General Partner

/s/ Regina M. Hertl

Regina M. Hertl
President


March 27, 1997


Balance Sheets                          At December 31,      At December 31,
                                                  1996                 1995
Assets
Real estate, at cost:
 Land                                     $ 14,714,483         $ 14,714,483
 Buildings and improvements                 52,933,678           52,729,013
 Tenant improvements                         8,191,558            6,786,915
 Furniture, fixtures and equipment             293,864              372,541
                                            76,133,583           74,602,952
 Less accumulated depreciation             (16,104,668)         (14,405,825)
                                            60,028,915           60,197,127

Cash and cash equivalents                    5,668,459            5,873,982
Restricted cash                                337,676               91,458
Accounts receivable                             80,245               71,052
Deferred rent receivable                     1,843,289            1,855,670
Deferred charges, net of
 accumulated amortization of
 $701,187 in 1996 and $573,387 in 1995          53,896              181,696
Prepaid expenses, net of
 accumulated amortization of
 $934,564 in 1996 and $775,742 in 1995       1,632,689            1,399,363
  Total Assets                            $ 69,645,169         $ 69,670,348

Liabilities and Partners' Capital (Deficit)

Liabilities:
 Accounts payable and accrued expenses    $  2,793,018         $  1,482,840
 Interest payable                              134,080              124,036
 Due to affiliates                             128,262              128,446
 Revolving loan payable                     17,798,291           16,483,152
  Total Liabilities                         20,853,651           18,218,474
Partners' Capital (Deficit):
 General Partner                              (230,070)            (203,466)
 Limited Partners (7,826,300 units
 outstanding)                               49,021,588           51,655,340
  Total Partners' Capital                   48,791,518           51,451,874
  Total Liabilities and Partners' Capital $ 69,645,169         $ 69,670,348



Statement of Partners' Capital (Deficit)
For the years ended December 31, 1996, 1995 and 1994
                                      General          Limited
                                      Partner         Partners           Total
Balance at December 31, 1993       $ (136,168)    $ 58,317,882    $ 58,181,714
Net Loss                              (37,119)      (3,674,817)     (3,711,936)
Balance at December 31, 1994       $ (173,287)    $ 54,643,065    $ 54,469,778
Net Loss                              (30,179)      (2,987,725)     (3,017,904)
Balance at December 31, 1995       $ (203,466)    $ 51,655,340    $ 51,451,874
Net Loss                              (26,604)      (2,633,752)     (2,660,356)
Balance at December 31, 1996       $ (230,070)    $ 49,021,588    $ 48,791,518



Statements of Operations
For the years ended December 31,         1996             1995            1994
Income
Rental                            $ 4,144,475      $ 2,947,857     $ 2,486,730
Interest                              256,063          319,278         192,911
Other                                 474,457          331,828         293,767
  Total Income                      4,874,995        3,598,963       2,973,408
Expenses
Depreciation and amortization       2,070,391        2,446,866       2,912,878
Property operating                  2,584,730        2,308,093       2,313,161
Settlement costs                      925,070               --              --
Interest                            1,549,523        1,289,309       1,188,986
Professional fees                     258,524          434,597         146,489
Partnership service fees              115,406          104,289          99,724
General and administrative             31,707           33,713          24,106
  Total Expenses                    7,535,351        6,616,867       6,685,344
Net Loss                          $(2,660,356)     $(3,017,904)    $(3,711,936)
Net Loss Allocated:
To the General Partner            $   (26,604)     $   (30,179)    $   (37,119)
To the Limited Partners            (2,633,752)      (2,987,725)     (3,674,817)
                                  $(2,660,356)     $(3,017,904)    $(3,711,936)
Per limited partnership unit
(7,826,300 outstanding)                $ (.34)          $ (.38)         $ (.47)



Statements of Cash Flows
For the years ended December 31,         1996             1995            1994
Cash Flows From Operating Activities:
Net Loss                          $(2,660,356)     $(3,017,904)    $(3,711,936)
Adjustments to reconcile net
loss to net cash used for
operating activities:
 Depreciation                       1,783,769        2,179,559       2,640,336
 Amortization                         286,622          267,307         272,542
 Increase (decrease) in cash
 arising from changes in
 operating assets and liabilities:
  Restricted cash                    (246,218)          (2,164)         (6,702)
  Accounts receivable                  (9,193)          32,149         (32,231)
  Deferred rent receivable             12,381          526,199          26,856
  Deferred charges                         --               --        (137,622)
  Prepaid expenses                   (392,148)      (1,218,849)         (7,791)
  Accounts payable and accrued
  expenses                            886,419          438,889         (36,578)
  Interest payable                     10,044           28,636         (47,476)
  Due to affiliates                      (184)             382             143
Net cash used for operating
activities                           (328,864)        (765,796)     (1,040,459)
Cash Flows From Investing Activities:
Additions to real estate           (1,191,798)        (204,504)       (199,169)
Net cash used for investing
activities                         (1,191,798)        (204,504)       (199,169)
Cash Flows From Financing Activities:
Borrowings under the revolving
loan payable                        1,315,139        1,075,380         456,452
Net cash provided by financing
activities                          1,315,139        1,075,380          456,452
Net increase (decrease) in cash
and cash equivalents                 (205,523)         105,080         (783,176)
Cash and cash equivalents,
beginning of year                   5,873,982        5,768,902        6,552,078
Cash and cash equivalents,
end of year                       $ 5,668,459      $ 5,873,982      $ 5,768,902

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year
for interest                      $ 1,539,479      $ 1,260,673      $   949,390

Supplemental Disclosure of Non-Cash Investing Activities:
Write-off of fully depreciated
building improvements             $    84,926      $        --      $        --
Tenant improvements funded
through accounts payable          $   423,759      $   155,840      $        --


Notes to the Financial Statements
December 31, 1996, 1995 and 1994

1. Organization and Business
Stamford Towers Limited Partnership (the "Partnership"), a Delaware limited
partnership, was formed on August 14, 1986 for the purpose of acquiring two
parcels of land, aggregating 3.63 acres, located in Stamford, Connecticut and
developing, owning and operating two class A office buildings (the "Buildings")
to be constructed thereon (collectively the "Property").  The Buildings contain
approximately 325,000 square feet of rentable space.

The general partner of the Partnership is Stamford Towers, Inc. (the "General
Partner"), an affiliate of Lehman Brothers Inc. (see below).

Construction of the Buildings commenced in July 1987.  However, certificates of
occupancy were not received from the City of Stamford until February 6, 1990,
representing a substantial delay from the originally scheduled completion date
of February 1989. Moreover, during the course of construction, substantial cost
overruns were incurred.  The Partnership initiated an arbitration proceeding
against Edlar, Inc., a Delaware corporation, ("Edlar") in order to establish
Edlar's responsibility for certain cost overruns, delays, expenses and
liquidated damages in connection with the construction phase of the Property.
In January 1993, the arbitrators issued their decision which, in substance,
awarded the Partnership approximately $8.1 million in damages and costs against
Edlar.  However, the General Partner's preliminary investigation indicates that
Edlar had no significant assets from which the Partnership's arbitration award
could be satisfied. Moreover, Edward Feldman, the principal of Edlar, has
advised the Partnership that he has no significant liquid assets from which to
satisfy the judgment against him pursuant to his personal guaranty of Edlar's
obligation to the Partnership.  Mr. Feldman has proposed that his creditors,
including the Partnership, enter into a non-judicial workout arrangement
whereby his debts might be partially satisfied in the event that his real
estate investments appreciate in value in future years.  Currently, those
investments appear to be over-leveraged and without significant market value.
The Partnership is in the process of evaluating Mr. Feldman's proposal (see
Note 9).

On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham
& Co. Incorporated.  Subsequent to the sale, Shearson Lehman Brothers Inc.
changed its name to Lehman Brothers Inc.  The transaction did not affect the
ownership of the General Partner.

The Partnership will terminate on December 31, 2036 unless dissolved sooner as
provided within the Agreement.

On February 16, 1996, based upon, among other things, the advice of legal
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partner adopted a
resolution that states, among other things, if a Change of Control (as defined
below) occurs, the General Partner may distribute the Partnership's cash
balances not required for its ordinary course day-to-day operations. "Change of
Control" means any purchase or offer to purchase more than 10% of the Units
that is not approved in advance by the General Partner.  In determining the
amount of the distribution, the General Partner may take into account all
material factors. In addition, the Partnership will not be obligated to make
any distribution to any partner and no partner will be entitled to receive any
distribution until the General Partner has declared the distribution and
established a record date and distribution date for the distribution.

2. Significant Accounting Policies

Real Estate Investments - Real estate investments, which consist of buildings
and improvements, tenant improvements and furniture, fixtures and equipment,
are recorded at cost less accumulated depreciation.  Cost of the buildings
includes the initial purchase price of the property plus closing costs,
acquisition and legal fees and capital improvements.  Depreciation on the
buildings and improvements is computed using the straight-line method based on
estimated useful lives of 35 years.  Tenant improvements are depreciated by the
straight-line method over the terms of the related leases.  Furniture, fixtures
and equipment are depreciated over their estimated useful lives.

Accounting for Impairment - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS 121"), 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.  FAS 121 also addresses the accounting
for long- lived assets that are expected to be disposed of.  The Partnership
adopted FAS 121 during the fourth fiscal quarter of 1995.

Reclassifications - Certain prior year amounts have been reclassified in order
to conform to the current year's presentation.

Cash and Cash Equivalents - Cash and cash equivalents consist of short-term
highly liquid investments which have maturities of three months or less from
the date of purchase.  The carrying value approximates fair value because of
the short maturity of these instruments.

Restricted Cash - Restricted cash primarily represents cash held in connection
with tenant security deposits.

Offering Costs - Offering costs of $6,454,526 are non-amortizable and have been
deducted from the Limited Partners' capital.

Deferred Rent Receivable - Deferred rent receivable consists of rental income
which is recognized on a straight-line basis over the non-cancelable portion of
the leases which will not be received until later periods as a result of rental
concessions.

Deferred Charges - Costs incurred in connection with obtaining mortgage
financing are included in deferred charges.  These costs are amortized over the
life of the related mortgage loan.

Leasing Commissions - Leasing commissions included in prepaid expenses are
being amortized over the term of the non-cancelable portions of the leases.

Income Taxes - No provision for income taxes has been made in the financial
statements since such taxes are the responsibility of the individual partners
rather than that of the Partnership.

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 reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments - Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments"
("FAS 107"), requires that the Partnership disclose the estimated fair values
of its financial instruments. Fair values generally represent estimates of
amounts at which a financial instrument could be exchanged between willing
parties in a current transaction other than in forced liquidation.

Fair value estimates are subjective and are dependent on a number of
significant assumptions based on management's judgment regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors.  In addition, FAS 107 allows
a wide range of valuation techniques, therefore, comparisons between entities,
however similar, may be difficult.

3. The Partnership Agreement
Pursuant to the terms of the Partnership Agreement, all net income from
operations of the Partnership will be allocated in substantially the same
manner as cash distributions from operations.  All net losses from operations
of the Partnership generally will be allocated 99% to the Limited Partners and
1% to the General Partner.

Distributions of net cash flow from operations, if any, as defined in the
Partnership Agreement, shall be made to the partners quarterly during each year
on the basis of 99% to the Limited Partners and 1% to the General Partner until
the Limited Partners have received their Preferred Return (14% per annum), as
defined in the Partnership Agreement, and then 90% to the Limited Partners and
10% to the General Partner.  Cash distributions from operations will be reduced
to the extent of any debt service payable with respect to the financing (see
Note 7).

Upon sale or an interim capital transaction, net proceeds will be distributed
after the close of the calendar quarter in which such a sale or capital
transaction occurs.  Such net proceeds will first be distributed 99% to the
Limited Partners and 1% to the General Partner until the Limited Partners
receive their Preferred Return Arrearage and Unrecovered Capital, as defined in
the Partnership Agreement, with any remaining proceeds to be distributed 90% to
the Limited Partners and 10% to the General Partner.

Upon sale or an interim capital transaction, net gains will first be allocated
to the extent of net proceeds distributed to the Limited Partners and General
Partner from related transactions, then to the Limited Partners and General
Partner in proportion to their respective negative balances in their capital
accounts; then the remainder of such net gains should be allocated to the
extent possible so that the positive balances in the capital accounts of the
Limited Partners and the General Partner are in the proportions of 90% and 10%,
respectively.  Tax losses from sale or an interim capital transaction will be
allocated to the Limited Partners and General Partner in proportion to their
respective positive balances in their capital accounts after such allocation,
the remainder of the tax losses should be allocated to the extent possible so
that the negative balances in the capital accounts of the Limited Partners and
General Partner are in the proportions of 90% and 10%, respectively.

All net gains and tax losses in connection with the sale of all or
substantially all of the assets of the Partnership or any other event causing a
dissolution of the Partnership shall be allocated in substantially the same
manner as net gains and tax losses from sale or an interim capital transaction.

If, as a result of the dissolution of the Partnership, the capital account of
the General Partner is less than zero, the General Partner shall contribute to
the Partnership an amount equal to the lesser of the deficit balance in its
capital account or the excess of one and one one-hundredth percent of the total
capital contribution of the Limited Partners over the total capital
contributions previously made by the General Partner to the Partnership.

4. Transactions with Related Parties
The General Partner earned fees and compensation in connection with
organization, syndication and acquisition services rendered to the Partnership.
As of December 31, 1996, $127,921 of these amounts remain accrued and unpaid.

Certain cash and cash equivalents were on deposit with an affiliate of the
General Partner during a portion of 1996 and all of 1995.  As of December 31,
1996, no cash and cash equivalents were on deposit with an affiliate of the
General Partner or the Partnership.

5. Lease Agreement with Citicorp POS Information Services
The Partnership entered into a lease with Citicorp POS Information Services
("Citicorp POS") on May 11, 1990 (the "Original Lease").  Citicorp POS leased
approximately 136,000 rentable square feet ("RSF") of the North Tower,
representing 41% of the Property.  The lease term was for 11 years with the
option to cancel after June 1996.  In December 1992, Citicorp POS discontinued
operations, vacated the space and assigned the Lease Agreement to Citicorp
North America, Inc. ("Citicorp").  On June 28, 1995, the Partnership executed
the First Amendment (the "Citicorp Lease Extension") to the Original Lease
between the Partnership and Citicorp.  The Citicorp Lease Extension, which was
effective July 1, 1995, (i) reduces Citicorp's annual rent from $29.50 to $25
per RSF for the initial three years and to $24 per RSF for the next two years,
and (ii) extends the term of the Original Lease for an additional five years,
through June 30, 2006, at an annual rental rate of $24 per RSF.  In addition,
there was no tenant improvement allowance provided by the Partnership to
Citicorp in connection with the Citicorp Lease Extension.  Although the
Original Lease was for an 11-year term, expiring June 30, 2001, Citicorp had
the option to terminate the Original Lease as of June 30, 1996 by paying $45
per RSF or approximately $6.1 million to the Partnership on or before June 30,
1995.  The Citicorp Lease Extension ensures Citicorp's continued occupancy at
the Property through June 30, 2006.  As a result of the Citicorp Lease
Extension, the Partnership extended the amortization period of the deferred
rent relating to the Original Lease through June 30, 2006, effective July 1,
1995.  As of December 1996, substantially all of the space of the North Tower
is occupied by Citicorp and its affiliates.

During 1996, 1995 and 1994, Citicorp and other tenants, have reimbursed the
Partnership for tenant electricity, overtime heating and air conditioning
charges and certain other operating expenses, in accordance with their
respective lease agreements, in the total amount of $450,327, $326,963 and
$288,472, respectively.  These amounts have been included in other income on
the statement of operations.

6. Future Minimum Lease Rental Payments
Future minimum rental payments (excluding cancellation penalties) to be
received under the non-cancelable portion of the existing operating leases as
of December 31, 1996 are as follows:

               Year                    Amount
               1997              $  5,112,944
               1998                 5,080,353
               1999                 4,976,353
               2000                 5,008,077
               2001                 5,046,687
               Thereafter          22,493,640
                                 $ 47,718,054

Lease terms range from five to sixteen years.  The leases allow for increases
in certain property operating expenses to be passed on to the tenants.

7. Mortgage Note Payable
On July 19, 1990, the Partnership closed a loan with People's Bank ("People's")
to provide mortgage financing to the Partnership.  As part of this loan, the
Partnership paid People's a fee equal to one and one-half percent of the
aggregate loan amount.  The mortgage note payable (the "Financing") was a $25
million, seven year, non-recourse first mortgage loan with an 11.5% fixed
interest rate for the first five years which was set at 3% over the five-year
United States treasury security rate at loan closing.

The General Partner is currently reviewing the Partnership's options with
respect to refinancing the Property's outstanding mortgage loan which matures
in August 1997.

On February 17, 1994, the Partnership entered into modification of the First
Mortgage Loan with People's Bank (the "Loan Modification") which: (i) reduced
the interest rate from 11.5% to 7.43% for the period February 1, 1994 through
the adjustment date on July 19, 1995, at which time the interest rate was reset
to 9.03%, (ii) reduced the principal balance of the First Mortgage Loan from
$25 million to $24,449,795; and (iii) eliminated the interest reserve line
item.  Another provision of the Financing was that when occupancy at the
Property reached 50% or greater, the interest rate on the loan would be reduced
by 25 basis points.  During 1996,  the Property's occupancy exceeded 50% thus
resulting in a 25-basis point reduction in the interest rate. Payments of
interest are due monthly in arrears and are paid from the Partnership's funds.
The remaining First Mortgage Loan proceeds available at December 31, 1996 were
$6,651,504 and may continue to be used on an "as needed" basis to fund all
other approved line items.  Payment of the outstanding principal amount is due
at the end of the seven-year term.  The loan may be prepaid in whole or in part
at any time without penalty.  As of December 31, 1996, the principal balance of
the loan was $17,798,291 plus interest payable of $134,080 for a total balance
of $17,932,371.  During 1996, the Partnership drew down on the loan $1,315,139
for tenant improvements.  In 1995 the Partnership drew down on the loan
$1,075,380 for leasing commissions associated with the Citicorp Lease
Extension.  In 1994 the Partnership drew down on the loan $456,452 for capital
expenditures and interest expense.

Based on the borrowing rates currently available to the Partnership for
mortgage loans with similar terms and average maturities and considering its
maturity, the fair value of long- term debt approximates its carrying value.

8. Reconciliation of Net Loss to Tax Loss
For the year ended December 31, 1996, net loss reported in the financial
statements exceeded the tax loss by $703,574.  For the year ended December 31,
1995,  the net loss reported in the financial statements exceeded the tax loss
by $707,321.  For the year ended December 31, 1994 the tax loss exceeded the
net loss reported in the financial statements by $28,358.  These differences
are due to the differences between the tax basis and financial statement basis
of buildings and improvements and the use of accelerated methods of
depreciating real estate for tax purposes as compared to the straight-line
method used for financial statement purposes.  In addition, rental income is
recorded on a straight-line basis over the terms of the leases for financial
statement purposes, and is reportable for tax purposes when received or
receivable.

9. Arbitration Proceedings with the Developer
In late January 1989, the Partnership initiated an arbitration proceeding
against Edlar in order to establish Edlar's responsibility for certain cost
overruns, delays, expenses and liquidated damages in connection with the
construction phase of the Property.  Subsequently, the arbitration was
consolidated with a separate arbitration between Edlar and the Property's
construction manager, Gilbane Building Company ("Gilbane").

In January 1993, the arbitrators issued their decision which, in substance,
awards the Partnership approximately $8.1 million in damages and costs against
Edlar and awards Gilbane approximately $2.6 million in damages and costs
against Edlar.  In addition, the arbitrators ordered Edlar to hold the
Partnership harmless with respect to (i) the mechanic's lien filed by Gilbane
against the Partnership, which is presently the subject of an action in
Connecticut state court, and (ii) any similar liens filed by subcontractors who
worked on the Property.  The arbitrators further found that the Partnership
properly terminated Edlar under the Development Agreement.  That finding has
the effect of eliminating the residual interest of Edlar's affiliate, Feldco,
Inc., in the Property.  Edlar was not awarded any amounts on its claims against
the Partnership or Gilbane.  The Partnership has entered judgment against both
Edlar and Edward Feldman for the full amount of the arbitration award.

Based on an investigation by the General Partner, it appears that Edlar has no
significant assets from which to satisfy the arbitration award.  Moreover,
based on the General Partner's discussions with Edward Feldman concerning his
proposal for a non- judicial workout, it would appear that his assets,
consisting largely of illiquid real estate investments, are insufficient to
satisfy his substantial outstanding obligations to his creditors, including the
Partnership.

10. Litigation
In February 1991, Gilbane filed a mechanic's lien against the Property in the
sum of $4,583,481.  This amount was subsequently reduced to $2,650,018 at the
request of the Partnership.  In August 1991, Gilbane commenced an action
entitled Gilbane Building Co. v. Stamford Towers Limited Partnership, et. al.,
in the Connecticut Superior Court for the Judicial District of Stamford/Norwalk
at Stamford (the "Gilbane Action").  The defendants include the Partnership.
Gilbane alleges breach of various contracts and unfair trade practices and
seeks foreclosure of its mechanic's lien, approximately $2.65 million in
monetary damages, interest, costs, attorneys' fees, punitive damages,
possession of the Property, and the appointment of a receiver.

In October 1993, the Partnership filed its Answer, Special Defenses and
Counterclaims to Gilbane's Action, which alleged breach of various contracts,
unfair trade practices and slander of title.  In September 1995, the
Partnership filed a Substituted Answer, Special Defenses, Counterclaims,
Set-offs and Recoupment which, in addition to the allegations of its original
counterclaim, brought additional claims of negligence, breach of warranty,
breach of contract, products liability and unfair trade practices.  The
Partnership, by way of its counterclaims, sought approximately $1.7 million in
damages in addition to interest, costs, punitive damages and attorneys' fees.

In December 1990, a subcontractor of the Property, Moliterno Stone Sales, Inc.
("Moliterno") filed a mechanic's lien against the Property in the sum of
$155,936.  In December 1991, Moliterno filed a cross-claim against the
Partnership in the Gilbane Action.  Moliterno seeks foreclosure on its
mechanic's lien, monetary damages, and possession of the Property.  An
application to discharge Moliterno's mechanic's lien was filed by the
Partnership in April 1993.  In September 1995, the Partnership filed its
answer, special defenses and counterclaims to Moliterno's cross-claim, alleging
that Moliterno was negligent, breached its contract and an implied warranty,
and engaged in unfair trade practices in performing its work on the Property.

The Partnership, Gilbane and Moliterno (collectively, the "Parties")
participated in the trial of the Gilbane Action over the course of
approximately 20 trial days in late 1995.  A final trial day was held and the
evidentiary portion of the trial was completed in April 1996.  At that time,
the court ordered the parties to file initial post-trial briefs within three
weeks. Subsequently, Gilbane requested two extensions of this deadline. The
parties exchanged post trial briefs in June 1996, followed by reply briefs in
July 1996.  Under the court's current order, all submissions to the court have
been completed.

In November 1996, Judge Ryan of the Connecticut Superior Court (the "Court")
entered a final judgment in this proceeding.  The judgment awarded Gilbane
$770,070 without interest on one of its claims against the Partnership and
dismissed Gilbane's remaining claims.  The Court also awarded Moliterno
$155,000 without interest on its claim against the Partnership.  All remaining
claims, including the Partnership's counterclaims, were dismissed.

Post judgment motions to alter the judgment were denied by the Court on March
13, 1997.  It is anticipated that Gilbane may appeal.

Given the outcome of the November 1996 judgment, the Partnership has accrued
the Gilbane and Moliterno awards of $770,070 and $155,000, respectively.  The
amounts are currently reflected within accounts payable and accrued expenses on
the Partnership's December 31, 1996 balance sheet.


                         Report of Independent Auditors



General and Limited Partners
Stamford Towers Limited Partnership

We have audited the consolidated balance sheets of  Stamford Towers Limited
Partnership as of December 31, 1996 and 1995, and the related statements of
operations, partners' capital (deficit) and cash flows for each of the three
years in the period ended December 31, 1996.  These financial statements are
the responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these  financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Stamford Towers Limited
Partnership as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.


                               ERNST & YOUNG LLP

Boston, Massachusetts
January 27, 1997, except for Note 10,
for which the date is March 13, 1997


                              Net Asset Valuation



Determination of Net Asset Value Per $10.00 Unit at December 31, 1996
(Unaudited)


                                                Partnership's
                                                     Share of
                                                  December 31,
                                               1996 Appraised
Property                                             Value (1)

North Tower                                      $ 27,600,000  (1)
South Tower                                        15,750,000  (1)
Less: Revolving loan payable                      (17,798,291)
                                                   25,551,709
Cash and cash equivalents (3)                       5,668,459
Accounts receivable                                    80,245
Prepaid expenses                                    1,632,689
                                                   32,933,102
Less:
 Total liabilities (3)                             (2,584,130)
 Interest payable                                    (134,080)
Partnership Net Asset Value (2)                  $ 30,214,892

Net Asset Value Allocated:
 Limited Partners                                $ 29,912,743
 General Partner                                      302,149
                                                 $ 30,214,892
Net Asset Value Per Unit
  (7,826,300 Units outstanding)                         $3.82


(1) This represents the Partnership's share of the December 31, 1996 Appraised
    Values which were determined by an independent property appraisal firm.

(2) The Net Asset Value assumes a hypothetical sale on December 31, 1996 of all
    the remaining Partnership properties at a price based upon their value as
    determined by an independent property appraisal firm, and the distribution
    of the proceeds of such sale, combined with the Partnership's cash after
    payment of the Partnership's liabilities, to the Partners.

(3) Cash and cash equivalents includes a reserve of $925,070 in funds withheld
    for the judgment awarded to Gilbane & Moliterno regarding the legal
    proceedings.  The accrual for this judgment is reflected within total
    liabilities.

Limited Partners should note that appraisals are estimates of current value and
actual values realizable upon sale may be significantly different.  A
significant factor in establishing an appraised value is the actual selling
price for properties which the appraiser believes are comparable.  In addition,
the appraised value does not reflect the actual costs which would be incurred
in selling the properties.  As a result of these factors and the illiquid
nature of an investment in Units, the variation between the appraised value of
the Partnership's properties and the price at which Units of the Partnership
could be sold may be significant.  Fiduciaries of Limited Partners which are
subject to ERISA or other provisions of law requiring valuations of Units
should consider all relevant factors, including, but not limited to Net Asset
Value per Unit, in determining the fair market value of the investment in the
Partnership for such purposes.


Schedule III - Real Estate and Accumulated Depreciation
December 31, 1996


Office Buildings:               North Tower     South Tower     Total

Location                        Stamford, CT    Stamford, CT    na

Construction date began         August 1987     August 1987     na
Construction date complete      February 1990   February 1990   na
Acquisition date                na              na              na
Life on which depreciation
in latest income statements
is computed                     5 - 35 years    5 - 35 years    na
Encumbrances                    $11,143,447       6,654,844     $17,798,291
Initial cost to
 Partnership (1):
     Land                         8,828,690       5,885,793      14,714,483
     Buildings and
     improvements                31,289,872      20,859,915      52,149,787
Costs capitalized
subsequent to acquisition:
     Land, buildings
     and improvements             7,802,963       1,774,354       9,577,317
Retirements                        (209,218)        (98,786)       (308,004)
Gross amount at which
carried at close of period (2):
     Land                       $ 8,828,690       5,885,793     $14,714,483
     Buildings and
     improvements                38,883,617      22,535,483      61,419,100
                                $47,712,307     $28,421,276     $76,133,583

Accumulated depreciation (3)    $11,863,293     $ 4,241,375     $16,104,668

(1) The initial cost to the Partnership represents the original purchase price
    of the properties.

(2) For Federal income tax purposes, the aggregate cost of real estate at
    December 31, 1996 and 1995 is $76,625,475 and $75,009,915, respectively.

(3) For Federal income tax purposes, the amount of accumulated depreciation at
    December 31, 1996 and 1995 is $13,154,443 and $11,221,111, respectively.

A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1996, 1995, and 1994 follows:

                                        1996            1995            1994
Real estate investments:
Beginning of year                $74,602,952     $74,242,608     $74,043,439
Additions                          1,615,557         360,344         199,169
Retirements                          (84,926)             --              --
End of year                      $76,133,583     $74,602,952     $74,242,608

Accumulated depreciation:
Beginning of year                $14,405,825     $12,226,266     $ 9,585,930
Depreciation expense               1,783,769       2,179,559       2,640,336
Retirements                          (84,926)             --              --
End of year                      $16,104,668     $14,405,825     $12,226,266