Exhibit 13

               Stamford Towers Limited Partnership

                       1997 Annual Report


               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 approximately 325,000 square feet of office space,
   four levels of parking, and space for several retail tenants.



    Property Profile (at December 31, 1997)

    North Tower
    Leasable Area                                          193,000 square feet
    Percentage Leased                                                      94%
    Tenants:
     Citicorp North America, Inc.                          135,909 square feet
     Millsport, Inc.                                        10,930 square feet
     Memberworks Incorporated                                8,976 square feet
     Culinart Inc.                                           3,353 square feet
     Life Extension Institute, Inc.                          5,688 square feet
     Telco Holdings, Inc.                                    5,238 square feet
     Robert Half International, Inc.                         3,362 square feet
     Sirrom Capital Corporation                              3,337 square feet
     M.D. Revenues, Inc.                                     2,495 square feet
     Dow Jones & Company, Inc.                               2,101 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
     Memberworks Incorporated                               18,650 square feet
     Tradition Financial Services, Inc.                     11,605 square feet
     Consolidated-Hydro, Inc.                                8,612 square feet

    Total Percentage Leased                                                79%



                            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 1997 Annual Report for Stamford Towers Limited
Partnership (the "Partnership").  This letter includes an update on the
Partnership's efforts to sell Stamford Towers (the "Property"), an analysis of
the Partnership's financial performance during the past year and information on
the status of the Partnership's legal proceedings.  Also included are the
Partnership's audited financial statements for the year ended December 31, 1997.

Property Sales Update

On March 17, 1998, the Partnership entered into an agreement (the "Purchase
Agreement") to sell the Property to Reckson Operating Partnership, L.P., an
unaffiliated entity.  Pursuant to the terms of the Purchase Agreement, the
Buyer agreed to acquire the Property for consideration in the amount of
$61,315,000 in cash (the "Purchase Price"), subject to certain closing
adjustments (the "Sale").  The proposed Sale is also subject to the satisfaction
of certain conditions.  Additionally, pursuant to the terms of the Partnership
Agreement, Limited Partners holding a majority of limited partnership interests
will have the right to disapprove of the Sale.  An information statement will
be mailed to the Limited Partners shortly detailing information concerning the
proposed Sale and subsequent distribution by the Partnership.

Assuming the Sale closes on the proposed terms, it is estimated that the
Limited Partners will receive distributions in excess of $5.00 per Unit,
representing the net proceeds from the Sale and the Partnership's remaining
cash reserves, less provisions for any remaining obligations and contingent
liabilities.  Although there can be no guarantee that the Sale will occur on
the terms currently contemplated, we are optimistic that the Sale will close
prior to the end of the second quarter of 1998.

Leasing Update

The Stamford real estate market continued to steadily improve during 1997,
resulting in an increase in rental rates and a decrease in rental concessions.
During the year, we executed six new leases for a total of 31,988 square feet,
bringing overall occupancy to 79% at December 31, 1997, compared to 72% at
year-end 1996.  The General Partner is currently negotiating with two potential
tenants for the remainder of the Property's vacant space.

Financial Highlights

     Years ended December 31,               1997               1996
     Rental Income                    $   5,074,594      $   4,144,475
     Interest & Other Income                644,880            730,520
     Total Income                         5,719,474          4,874,995

     Property Operating Expenses          2,502,410          2,584,730
     Interest Expense                     1,483,868          1,549,523
     Settlement Costs                       446,688            925,070
     Professional Fees                      244,924            258,524
     Depreciation and Other Expenses      2,053,449          2,217,504
       Total Expenses                     6,731,339          7,535,351

     Adjusted Net Loss*               $  (1,011,865)     $ (2,660,3556)

     Net Cash Used for Operating
       Activities (including interest
       expenses)                      $  (1,557,204)     $    (328,864)

     * Adjusted net loss is determined by adding back the provision for loss
       on real estate assets held for disposition, recognized by the
       Partnership as a one time expense.

  * Rental income increased 22% due primarily to the increase in the
    Property's occupancy.
  * Interest and other income decreased from 1996, reflecting lower tenant
    improvement reimbursements.  This was partially offset by an increase
    in 1997 in tenant reimbursable income relating to utility usage, which
    increased due to the Property's higher occupancy.
  * Property operating expenses remained largely unchanged from 1996, as an
    increase in cleaning expenses was more than offset by decreases in repairs
    and maintenance expense, advertising and promotion costs, and real estate
    taxes.
  * Interest expense decreased primarily as a result of the completion of the
    modification of the First Mortgage, which lowered the interest rate.
  * Settlement costs for both 1996 and 1997 are associated with the settlement
    of the Gilbane and Moliterno litigation (see below).
  * The decrease in depreciation and other expenses is primarily due to a
    reduction in depreciation due to the re-classification of the Property on
    October 1, 1997 to Real Estate Assets Held for Disposition.

Arbitration and Legal Proceedings

As previously reported, the Partnership had been involved in litigation with
the Property's former construction manager, Gilbane Building Company
("Gilbane"), and a subcontractor, Moliterno Stone Sales, Inc. ("Moliterno").
In December 1997, the Partnership paid $1,171,758 to Gilbane and $200,000 to
Moliterno in settlement of all amounts due pursuant to the final judgment.

The Partnership entered into a development contract with an unaffiliated party,
Edlar, Inc. (the "Developer") which was personally guaranteed by Edward Feldman
("Feldman").  Following construction of the Property, the Partnership commenced
an arbitration proceeding in January 1989 against the Developer to resolve
various disputes and seeking certain monetary recoveries.  On January 24, 1993,
the arbitration panel issued its decision awarding approximately $8.1 million
to the Partnership, as well as certain declaratory relief.  Subsequently, the
Partnership obtained a judgment from a court of the State of New York for the
full amount of arbitration award in the sum of approximately $8.1 million
against the Developer and also against Feldman pursuant to his guaranty.

On or about January 21, 1997, Feldman and his wife commenced a voluntary case
for liquidation pursuant to chapter 7 of the United States Bankruptcy Code.  On
July 31, 1997, the Partnership filed a Proof of Claim in the Feldmans' chapter
7 case in the amount of $11,313,232, which includes interest of approximately
$2.7 million on the $8.1 million judgment.  The summary of the assets and
liabilities filed by Feldman and his wife with the Bankruptcy Court in their
chapter 7 case indicates that their assets are less than 1.5% of the scheduled
liabilities.  Based upon such schedules, it is likely that after payment of the
expenses of the administration of Feldmans' chapter 7 case, little or no
distribution will be made to the Partnership as a holder of a general unsecured
claim.

Summary

We hope to conclude the Sale of the Property during the second quarter.  Upon
completion of the Sale, the General Partner intends to dissolve the Partnership
and will make one or more liquidating distributions to the Limited Partners.
In the interim, we will continue to make every effort to lease the remaining
vacant space at the Property at competitive market rates.

Questions regarding the Partnership's performance should be directed to your
Financial Consultant or First Data Investor Services Group.  All requests for
transfer of ownership or change of address must be submitted in writing to the
Partnership's transfer agent, Service Data Corporation, 2424 South 130th Circle,
Omaha, Nebraska 68144-2596.  Both First Data Investor Services Group and
Service Data Corporation can be reached at (800) 223-3464.

Very truly yours,

Stamford Towers, Inc.
General Partner


/s/Jeffrey C. Carter
Jeffrey C. Carter
President

March 30, 1998


Balance Sheets                          At December 31,        At December 31,
                                                   1997                   1996
Assets
Real estate, at cost:
 Land                                          $      _            $14,714,483
 Buildings and improvements                           _             52,933,678
 Tenant improvements                                  _              8,191,558
 Furniture, fixtures and equipment                    _                293,864
                                                      _             76,133,583
 Less accumulated depreciation                        _            (16,104,668)
                                                      _             60,028,915

Real estate assets held for disposition      59,532,125                      _
Cash and cash equivalents                     3,960,408              5,668,459
Restricted cash                               1,213,209                337,676
Accounts receivable                              65,764                 80,245
Deferred rent receivable                              _              1,843,289
Deferred charges, net of accumulated
  amortization of $12,667 in 1997 and
  $701,187 in 1996                              139,336                 53,896
Prepaid expenses, net of accumulated
  amortization of $-0- in 1997 and
  $934,564 in 1996                               24,211              1,632,689
    Total Assets                            $64,935,053            $69,645,169

Liabilities and Partners' Capital (Deficit)
Liabilities:
 Accounts payable and accrued expenses       $1,903,249             $2,793,018
 Interest payable                               116,775                134,080
 Due to affiliates                               80,110                128,262
 Revolving loan payable                      18,365,631             17,798,291
    Total Liabilities                        20,465,765             20,853,651
Partners' Capital (Deficit):
 General Partner                               (273,292)              (230,070)
 Limited Partners (7,826,300 units
  outstanding)                               44,742,580             49,021,588
    Total Partners' Capital                  44,469,288             48,791,518
    Total Liabilities and Partners' Capital $64,935,053            $69,645,169






Statement of Partners' Capital (Deficit)
For the years ended December 31,
1997, 1996 and 1995
                                            General       Limited
                                            Partner       Partners        Total
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
Net Loss                                    (43,222)    (4,279,008)  (4,322,230)
Balance at December 31, 1997              $(273,292)   $44,742,580  $44,469,288

Statements of Operations
For the years ended December 31,               1997           1996         1995
Income
Rental                                   $5,074,594     $4,144,475   $2,947,857
Interest                                    252,763        256,063      319,278
Other                                       392,117        474,457      331,828
  Total Income                            5,719,474      4,874,995    3,598,963
Expenses
Depreciation and amortization             1,633,948      2,070,391    2,446,866
Property operating                        2,502,410      2,584,730    2,308,093
Settlement costs                            446,688        925,070            _
Provision for loss on real estate
   held for disposition                   3,310,365              _            _
Interest                                  1,483,868      1,549,523    1,289,309
Professional fees                           244,924        258,524      434,597
Partnership service fees                    282,816        115,406      104,289
General and administrative                  136,685         31,707       33,713
  Total Expenses                         10,041,704      7,535,351    6,616,867
Net Loss                                $(4,322,230)   $(2,660,356) $(3,017,904)
Net Loss Allocated:
To the General Partner                     $(43,222)      $(26,604)    $(30,179)
To the Limited Partners                  (4,279,008)    (2,633,752)  (2,987,725)
                                        $(4,322,230)   $(2,660,356) $(3,017,904)
Per limited partnership unit
(7,826,300 outstanding)                      $(0.55)         $(.34)       $(.38)

Statements of Cash Flows
For the years ended December 31,               1997           1996         1995
Cash Flows From Operating Activities:
Net Loss                                $(4,322,230)   $(2,660,356) $(3,017,904)
Adjustments to reconcile net loss
to net cash used for operating
activities:
 Depreciation                             1,420,092      1,783,769    2,179,559
 Amortization                               213,856        286,622      267,307
 Provision for loss on real
 estate held for disposition              3,310,365              _           _
 Increase (decrease) in cash arising
 from changes in operating assets
 and liabilities:
  Restricted cash                          (875,533)      (246,218)      (2,164)
  Accounts receivable                        14,481         (9,193)      32,149
  Deferred rent receivable                  107,381         12,381      526,199
  Prepaid expenses                         (239,779)      (392,148)  (1,218,849)
  Accounts payable and accrued
  expenses                               (1,120,380)       886,419      438,889
  Interest payable                          (17,305)        10,044       28,636
  Due to affiliates                         (48,152)          (184)         382
Net cash used for operating activities   (1,557,204)      (328,864)    (765,796)
Cash Flows From Investing Activities:
Additions to real estate                   (566,184)    (1,191,798)    (204,504)
Net cash used for investing activities     (566,184)    (1,191,798)    (204,504)
Cash Flows From Financing Activities:
Deferred charges                           (152,003)             _            _
Mortgage principal payments                (125,842)             _            _
Borrowings under the revolving
 loan payable                               693,182      1,315,139    1,075,380
Net cash provided by financing
 activities                                 415,337      1,315,139    1,075,380
Net increase (decrease) in cash
 and cash equivalents                    (1,708,051)      (205,523)     105,080
Cash and cash equivalents, beginning
 of year                                  5,668,459      5,873,982    5,768,902
Cash and cash equivalents, end of year   $3,960,408     $5,668,459   $5,873,982
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest   $1,501,173     $1,539,479   $1,260,673
Supplemental Disclosure of Non-Cash Investing Activities:
Write-off of fully depreciated
 building and improvements               $        _     $   84,926   $        -
Write-off of fully depreciated
 furniture, fixtures, and equipment          61,911              _            _
Write-off of fully depreciated
 tenant improvements                         76,285              _            _
Write-off of fully amortized
 mortgage costs                             755,083              _            _
Building improvements funded
 through accounts payable                    23,216              _            _
Tenant improvements funded through
 accounts payable                          $207,395     $  423,759   $  155,840

Supplemental Disclosure of Non-Cash Operating Activities

In connection with the General Partner's intent to sell the Property in 1997,
deferred rent receivable and prepaid leasing commissions in the amounts of
$1,735,908 and $1,700,963, respectively, were reclassified to real estate
assets held for disposition.


Notes to the Financial Statements
December 31, 1997, 1996 and 1995

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.  A detailed discussion is incorporated by reference to Note 9
"Arbitration Proceedings with Developer" contained herein.

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 January 30, 1998, the Partnership executed a letter of intent for the sale
of the Property to Reckson Operating Partnership, L.P. for gross proceeds of
$61,315,000 (the "Letter of Intent").  On March 17, 1998, the Partnership
entered into a purchase and sale agreement substantively in accordance with the
terms and conditions specified in the Letter of Intent.  The sale is expected
to close in the second quarter of 1998.

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.

Real Estate Assets Held for Disposition - Real estate assets held for
disposition are carried at the lower of carrying value or fair market value
less costs to sell.  At September 30, 1997, the Partnership's real estate
assets were reclassified as held for disposition and the Partnershipsuspended
depreciation and amortization in accordance with 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").
Contemporaneously, the Partnership recognized a one-time expense of $16,893,005
as provision for loss on real estate held for disposition.  However, in light
of the pending sale of the Property, the Partnership revised the carrying value
of real estate assets held for disposition at December 31, 1997 and provision
for loss on real estate held for disposition for the year ended December 31,
1997 was decreased to $3,310,365.



Accounting for Impairment - The Partnership adopted the provisions of FAS 121
in the fourth fiscal quarter of 1995.  FAS 121 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.

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 and mortgage escrows.

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 consisted of rental income
which was recognized on a straight-line basis over the non-cancelable portion
of the leases which would not have been received until later periods as a
result of rental concessions.  In connection with the General Partner's intent
to sell the Property, deferred rent receivable was reclassified to real
estate assets held for disposition.

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 were
being amortized over the term of the non-cancelable portions of the leases.
In connection with the General Partner's intent to sell the Property in 1997,
leasing commissions were reclassified to real estate assets held for
disposition.

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

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 and throughout 1997, no cash and cash equivalents were on deposit with an
affiliate of the General Partner or the Partnership.

Effective as of January 1, 1997, the Partnership began reimbursing certain
expenses incurred by the General Partner and its affiliates in servicing the
Partnership to the extent permitted by the partnership agreement.  In prior
years, affiliates of the General Partner had voluntarily absorbed these
expenses.  As of December 31, 1997, such amounts paid or accrued totaled
$143,799.

5. Lease Agreement with Citicorp North America, Inc.

Citicorp North America, Inc. ("Citicorp") leases approximately 136,000 rentable
square feet ("RSF") of the North Tower representing 41% of the Property,
pursuant to a lease originally scheduled to expire in June 2001 (the "Original
Lease").  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) reduced 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; (ii) extended the term
of the Original Lease for an additional five years, through June 30, 2006, at
an annual rental rate of $24 per RSF; and (iii) ensures Citicorp's continued
occupancy at the Property through June 30, 2006 (The Original Lease provided
an option to terminate the lease after June 30, 1996, subject to certain terms
and conditions).  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 31, 1997, substantially all of the Citicorp space in the North Tower
is occupied by Citicorp and its affiliates.

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, 1997 are as follows:

                    Year                    Amount
                    1998              $  6,701,599
                    1999                 6,661,300
                    2000                 6,653,240
                    2001                 6,653,240
                    2002                 6,388,462
                    Thereafter          17,343,100
                                       $50,400,941

Terms of the non-cancelable portion of the existing operating leases range
from five to ten 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 (the "First
Mortgage Loan").  The First Mortgage Loan was a $25 million, seven year,
non-recourse 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.

On February 17, 1994, the Partnership entered into a modification of the First
Mortgage Loan with People's Bank 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.

Pursuant to the terms of the First Mortgage Loan, as modified, when occupancy
at the Property reaches 50% or greater, the interest rate on the First
Mortgage 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.

Pursuant to the terms of the First Mortgage Loan, as modified, a real estate
tax escrow account was established with People's Bank into which monthly
deposits equal to 1/12th of the annual real estate taxes will be made.  In
addition, a deposit representing an amount equal to the 10% holdback on the
contested tax years of July 1994 through May 31, 1997 was made prior to the
closing.  As of December 31, 1997 the balance in the real estate tax escrow
account was $656,626.

On May 15, 1997, the Partnership entered into a second modification of the
First Mortgage Loan with People's Bank which extended the maturity date until
June 1, 2004 (the "Modified Mortgage").  The Modified Mortgage is split into
two components: (i) the permanent portion (the "Permanent Portion") which is
comprised of the existing balance of the First Mortgage Loan, closing costs
associated with the Modified Mortgage and any future drawdowns, and (ii) the
development portion (the "Development Portion") from which the Partnership
may request the drawdown of funds with the Lender's approval to fund the costs
of leasing the Property.  At closing, the balance of the Permanent Portion was
$18,491,473 which included recent drawdowns for leasing costs and the closing
costs associated with the Modified Mortgage and the balance of the Development
Portion was $5,958,322.  Annually, any borrowings under the Development Portion
of the Modified Mortgage will be added to the Permanent Portion and reduce the
funds available for future drawdowns by a commensurate amount.  The Permanent
Portion currently bears interest at an initial rate of 7.63% and is amortized
over a 25 year period and the Development Portion currently bears interest
at an initial rate of 7.83%.  Interest rates on both the Permanent Portion and
the Development Portion are adjusted annually on June 1, beginning June 1, 1998.

Proceeds available at December 31, 1997 under the Development Portion of the
Modified Mortgage via drawdown of a credit line were $5,958,322, and may be
used on an "as needed" basis to fund certain capital expenditures.  Payment of
the outstanding principal amount is due at the end of the seven-year term.
The Modified Mortgage may be prepaid in whole or in part at any time without
penalty.  As of December 31, 1997, the principal balance of the Modified
Mortgage was $18,365,631 plus interest payable of $116,775 for a total balance
of $18,482,406.

In 1997, prior to the second modification of the First Mortgage Loan, and 1996,
the Partnership drew down on the First Mortgage Loan for tenant improvements
in the amounts of $406,175 and $1,315,139, respectively. In 1995, the
Partnership drew down $1,075,380 for leasing commissions associated with the
Citicorp Lease Extension.

Annual principal maturities of the Modified Mortgage over the next five years
are as follows:

                   Year                    Amount
                   1998             $     266,508
                   1999                   287,569
                   2000                   310,294
                   2001                   334,816
                   2002                   361,275
                   Thereafter          16,805,169
                                      $18,365,631

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, 1997, net loss reported in the financial
statements exceeded the tax loss by $1,861,328.  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.  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

The Partnership entered into a development contract with an unaffiliated party,
Edlar, Inc. (the "Developer") which was personally guaranteed by Edward Feldman
("Feldman").  Following construction of the Property, the Partnership commenced
an arbitration proceeding in January 1989 against the Developer to resolve
various disputes and seeking certain monetary recoveries.  On January 24, 1993,
the arbitration panel issued its decision awarding approximately $8.1 million
to the Partnership, as well as certain declaratory relief.  Subsequently, the
Partnership obtained a judgment from a court of the State of New York for the
full amount of arbitration award in the sum of approximately $8.1 million
against the Developer and also against Feldman pursuant to his guaranty.

On or about January 21, 1997, Feldman and his wife commenced a voluntary case
for liquidation pursuant to chapter 7 of the United States Bankruptcy Code.
On July 31, 1997, the Partnership filed a Proof of Claim in the Feldmans'
chapter 7 case in the amount of $11,313,232, which includes interest of
approximately $2.7 million on the $8.1 million judgment.  The summary of the
assets and liabilities filed by Feldman and his wife with the Bankruptcy Court
in their chapter 7 case indicates that their assets are less than 1.5% of the
scheduled liabilities.  Based upon such schedules, it is likely that after
payment of the expenses of the administration of Feldmans' chapter 7 case,
little or no distribution will be made to the Partnership as a holder of a
general unsecured claim.

10. Litigation

The Partnership had been involved in litigation with the Property's former
construction manager, Gilbane Building Company ("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") awarded Gilbane $770,070 and Moliterno $155,000.  All remaining claims,
including the Partnership's counterclaims, were dismissed.  On October 24, 1997,
the Court entered a final judgment containing the foregoing awards and further
awarding Gilbane and Moliterno interest and attorneys' fees of approximately
$469,000.  In December 1997, the Partnership paid $1,171,758 to Gilbane and
$200,000 to Moliterno in settlement of all amounts due pursuant to the final
judgment.

11. Subsequent Event

On March 17, 1998, the Partnership entered into an agreement to sell the
Property (the "Purchase Agreement") to Reckson Operating Partnership, L.P.
(the "Buyer"), a Delaware limited partnership unaffiliated with the Partnership.
Pursuant to the terms of the Purchase Agreement, the Buyer agreed to acquire
the Property for consideration in the amount of $61,315,000 in cash (the
"Purchase Price"), subject to adjustments in respect of certain closing costs
(the "Sale").

The proposed Sale is subject to the satisfaction of certain conditions.
Pursuant to the terms of the Partnership Agreement, Limited Partners holding a
majority of limited partnership interests will have the right to disapprove of
the Sale.  An information statement will be mailed to the Limited Partners
shortly detailing information concerning the proposed Sale and subsequent
distribution by the Partnership.


                 Report of Independent Auditors






General and Limited Partners
Stamford Towers Limited Partnership

We have audited the accompanying balance sheets of Stamford Towers Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital (deficit) and cash flows for each of the three
years in the period ended December 31, 1997.  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 at December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.


                                      ERNST & YOUNG LLP

Boston, Massachusetts
February 17, 1998, except for Note 1 & Note 11,
as to which the date is March 17, 1998


                       Net Asset Valuation



Determination of Net Asset Value Per $10.00 Unit at December 31,
1997 (Unaudited)


                                                          Partnership's
                                                               Share of
                                                           December 31,
                                                         1997 Appraised
Property                                                      Value (1)

North Tower                                                 $36,789,000  (1)
South Tower                                                  24,526,000  (1)
Less: Revolving loan payable                                (18,365,631)
                                                             42,949,369
Cash and cash equivalents                                     3,960,408
Restricted cash                                               1,213,209
Accounts receivable                                              65,764
Prepaid expenses                                                 24,211
                                                             48,212,961
Less:
 Total liabilities                                           (1,983,359)
 Interest payable                                              (116,775)
Partnership Net Asset Value (2)                             $46,112,827

Net Asset Value Allocated:
 Limited Partners                                           $45,651,699
 General Partner                                                461,128
                                                            $46,112,827
Net Asset Value Per Unit
 (7,826,300 Units outstanding)                                    $5.83


(1)    Assumes a sale price of approximately $61,315,000.  Amount is split
       60/40 between the North and South Towers respectively based upon
       square footage.   The estimated value, based upon recent bids received
       from prospective third party purchasers, differs from the December 31,
       1997 financial statements primarily due to the exclusion of selling
       costs.

(2)    The Net Asset Value assumes a hypothetical sale on December 31, 1997
       of the Partnership's property at a price based upon its value 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.

Limited Partners should note that the above figures are estimates of current
value and actual values realizable upon sale may be significantly different.
The estimated 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 estimated 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, 1997


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                $11,019,379           7,346,252       $18,365,631
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         8,540,475           1,833,638        10,374,113
Retirements                    (333,519)           (112,681)         (446,200)
Gross amount at which
carried at close of
period (2):
     Land                    $8,828,690           5,885,793       $14,714,483
     Buildings and
     improvements            39,496,828          22,580,872        62,077,700
                            $48,325,518         $28,466,665       $76,792,183

Accumulated
depreciation (3)            (12,578,280)         (4,808,284)      (17,386,564)
Prepaid Leasing
Commissions                   1,265,814             435,149         1,700,963
Deferred Rent                 1,400,496             335,412         1,735,908
Net write down adjustment    (2,003,920)         (1,306,445)       (3,310,365)
  Real estate held for sale $36,409,628         $23,122,497       $59,532,125


(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, 1997 and 1996 is $77,476,650 and $76,625,475, respectively.
(3) For Federal income tax purposes, the amount of accumulated depreciation at
    December 31, 1997 and 1996 is $15,144,365 and $13,154,443, respectively.

A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1997, 1996, and 1995 follows:
                                           1997          1996          1995
Real estate investments:
Beginning of year                  $ 76,133,583   $74,602,952   $74,242,608
Additions                               796,796     1,615,557       360,344
Retirements                            (138,196)      (84,926)            _
Prepaid Leasing Commissions           1,700,963             _             _
Deferred Rent                         1,735,908             _             _
Net write down adjustment            (3,310,365)            _             _
End of year                        $ 76,918,689   $76,133,583   $74,602,952

Accumulated depreciation:
Beginning of year                   $16,104,668   $14,405,825   $12,226,266
Depreciation expense                  1,420,092     1,783,769     2,179,559
Retirements                            (138,196)      (84,926)            _
End of year                        $ 17,386,564   $16,104,668   $14,405,825