July 5, 2006



BY FACSIMILE  202-772-9210


Joshua Forgione
Assistant Chief Accountant
Securities and Exchange Commission
100 F Street, N. W.
Washington, District of Columbia 20549

Dear Mr. Forgione:

         You requested that I provided you with a representative sample of some
of the appraisals that were performed in connection with the acquisition of
properties. The appraisals are voluminous, accordingly, I have attached excerpts
from two appraisals which I believe provide the pertinent information.

         As I indicated, we no longer have the appraisals for transactions that
occurred in 1996 through 1998. However, we believe that the attached two
appraisals are representative of the appraisals that were performed during that
period of time.

         I would like to direct your attention to pages 10 through 12 (as
numbered on the bottom right hand corners) of the first appraisal and pages 22
through 24 of the second appraisal. These pages reflect property cash flows for
specific properties owned by each of the partnerships that were used in
determining valuations. You will note that included in operating expenses is a
line item called "Management Fees" which represents 6% of the "effective gross
income." This is the fee that is in question.

         Josh, if there is any additional information that I can provide or have
questions on the attachments, please feel free to call me at 818-244-8080 x1300.
I will also contact you regarding a conference call-in number on Thursday
morning for our call which is scheduled at 4:00 p.m. (Eastern).

                                                     Very truly yours,

                                                     /s/ John Reyes

                                                     John Reyes
                                                     Senior Vice President and
                                                     Chief Financial Officer