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                    S.V.G. PROPERTIES, L.P.

      FOURTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED

         LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE



The  undersigned, pursuant to N.J.S. 42:2A-16, desiring to  amend

the  Limited  Partnership Certificate of SVG Properties,  L.P.  ,

hereby certify as follows:

1.    The  name  of the limited Partnership is S.V.G. Properties,

L.P.

2.    a.    The  original Certificate of Limited Partnership  was

filed with the Secretary of State of New Jersey on May 12, 1987.

     b.    The Certificate of Limited Partnership was amended and

restated  on May 15, 1987, April 12, 1989, August 21,  1989,  and

November 29, 1994.

     c.    The  Fourth  Amended and Restated Limited  Partnership

Agreement  and  Certificate was amended  on  November  29,  1994,

January 17, 1996 and August 9, 1996.

3.    The Fourth Amendment and Restated Partnership Agreement  of

SVG Properties, L.P. shall be amended as follows:

ARTICLE XIV - SPECIAL PURPOSE ENTITY.

       A.   Purpose.  Notwithstanding any provision hereof  to
  the  contrary, the following shall govern: The nature of the
  business and of the purposes to be conducted and promoted by
  the  Partnership,  is  to  engage solely  in  the  following
  activities:

          1.     To   own,  hold,  sell,  assign,  transfer,
operate,  lease,  mortgage, pledge and otherwise  deal  with
certain   parcels  of  real  property,  together  with   all
improvements located thereon, located at 601 Poplar  Street,
in  the  Borough  of  Sharon Hill,  State  of  Pennsylvania,
commonly   known   as   Spring   Village   Apartments   (the
"Property").

          2.   To  exercise  all powers  enumerated  in  the
Uniform Limited Partnership Law (1976), as amended,  of  New
Jersey, necessary or convenient to the conduct, promotion or
attainment of the business or purposes otherwise  set  forth
herein.

     B.   Certain Prohibited Activities. Notwithstanding any
provision  hereof  to  the  contrary,  the  following  shall
govern: The Partnership  shall only incur indebtedness in an
amount  necessary  to   acquire, operate  and  maintain  the
Property,  or  as  otherwise permitted under  the  documents
creating  the  first mortgage lien on the Property.  For  so
long  as   any  mortgage lien exists on  the  Property,  the
Partnership shall not incur, assume, or guaranty any   other
indebtedness.  The  Partnership shall  not   consolidate  or
merge  with or into any other entity or  convey or  transfer
its  properties and assets  substantially as an entirety  to
any  entity  unless  (i)   the entity  (if  other  than  the
Partnership)  formed  or  surviving  such  consolidation  or
merger  or  that  acquired  by conveyance  or  transfer  the
properties  and assets of  the Partnership substantially  as
an  entirety (a) shall  be organized and existing under  the
laws  of the United  States of America or any State  or  the
District   of    Columbia,  (b)   shall   include   in   its
organizational  documents the same limitations set forth  in
this   Article XIV and (c) shall expressly assume   the  due
and  punctual performance of the partnership's  obligations;
and   (ii)   immediately  after  giving  effect    to   such
transaction,  no  default or event  of  default   under  any
agreement  to which it is a party shall have  been committed
by  this  Partnership and be continuing.  For so long  as  a
mortgage lien exists on the Property,  the Partnership  will
not voluntarily commence a case  with respect to itself,  as
debtor,  under the Federal  Bankruptcy Code or  any  similar
federal  or state statute  without the unanimous consent  of
all  of the partners of  the Partnership. For so long  as  a
mortgage lien exists  on the Property, no material amendment
to  this   Partnership agreement may be made  without  first
obtaining  approval  of  the  mortgagee  holding   a   first
mortgage lien on the Property."

     C.    Indemnification.  Notwithstanding  any  provision
hereof  to  the  contrary, the following shall  govern:  Any
indemnification   shall  be  fully   subordinated   to   any
obligations respecting the Property and shall not constitute
a  claim against the Partnership in the event that cash flow
is insufficient to pay such obligations."

     D.     Separateness  Covenants.   Notwithstanding   any
provision  hereof  to  the  contrary,  the  following  shall
govern:  For  so  long as any mortgage lien  exists  on  the
Property,  in order to preserve and ensure its separate  and
distinct  identity, in addition to the other provisions  set
forth  in this Partnership agreement, the Partnership  shall
conduct   its  affairs  in  accordance  with  the  following
provisions:

          1.  It  shall  establish and  maintain  an  office
through  which its business shall be conducted separate  and
apart  from that of any of its affiliates and shall allocate
fairly and reasonably any overhead for shared office space.

          2.  It shall maintain separate Partnership records
and books of account from those of any affiliate.

          3. It shall not commingle assets with those of any
affiliate.

          4.  It  shall conduct its own business in its  own
name.

          5. It shall maintain financial statements separate
from any affiliate.

          6.  It  shall pay any liabilities out of  its  own
funds, including salaries of any employees, not funds of any
affiliate.

          7.  It shall maintain an arm's length relationship
with any affiliate.

          8.  It shall not guarantee or become obligated for
the  debts of any other entity, including any affiliate,  or
hold  out  its  credit  as being available  to  satisfy  the
obligations of others.

          9.  It  shall use stationery, invoices and  checks
separate from any affiliate.

          10. It shall not pledge its assets for the benefit
of any other entity, including any affiliate.

          11. It shall hold itself out as an entity separate
from any affiliate.

     For  purpose  of this Article XIV, the following  terms
shall have the following meanings:

     "affiliate" means any person controlling or  controlled
by  or  under common control with the Partnership including,
without  limitation  (i)  any  person  who  has  a  familial
relationship,  by  blood, marriage  or  otherwise  with  any
partner  or  employee of the Partnership, or  any  affiliate
thereof and (ii) any person which receives compensation  for
administrative,  legal  or  accounting  services  from  this
Partnership,  or  any  affiliate.  For  purposes   of   this
definition,  "control"  when  used  with  respect   to   any
specified  person, means the power to direct the  management
and policies of such person, directly or indirectly, whether
through  the ownership of voting securities, by contract  or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "person"    means    any    individual,    corporation,
Partnership,  limited  liability  company,  joint   venture,
association,  joint  stock  company,  trust  (including  any
beneficiary   thereof),  unincorporated   organization,   or
government or any agency or political subdivision thereof.

     E.      Dissolution.   Notwithstanding  any   provision
hereof  to  the  contrary, the following shall  govern:  The
Partnership  shall not terminate solely as a consequence  of
the bankruptcy of one or more of the general partners of the
Partnership  so  long  as there remains  a  solvent  general
partner of the Partnership.

     Notwithstanding any provision hereof to  the  contrary,
the  following  shall govern:  Subject  to  applicable  law,
dissolution of the Partnership shall not occur  so  long  as
the Partnership remains mortgagor of the Property.


4.The effective date of this Amendment shall be upon filing.

  IN  WITNESS  WHEREOF, the parties hereto  have  caused  this

Limited Partnership Agreement to be duly executed on this  9th

day of September, 1997.


                           GENERAL PARTNER
                           SPRING VILLAGE HOLDINGS, INC.

Attest:

                           By:  Harry J. Santoro, President

Harry J. Santoro, Secretary





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