EXHIBIT 3.120

                            CERTIFICATE OF FORMATION
                      OF 700 GROVE STREET URBAN RENEWAL LLC

         THE UNDERSIGNED, of the age of eighteen (18) years or over, for the
purpose of forming a limited liability company pursuant to the provisions of the
New Jersey Limited Liability Company Act, Title 42:2B-1, et seq., of the New
Jersey Statutes, and the New Jersey Long Term Tax Exemption Law, Title 40A:20-1,
et seq., of the New Jersey Statutes, does hereby execute the following
Certificate of Formation:

1.       Name of Limited Liability Company: 700 GROVE STREET URBAN RENEWAL LLC
         (the "Company").

2.       The purpose for which the Company is organized is:

         To operate under the Long Term Tax Exemption Law (Title 40A:20-1, et
         seq.) (the "Act") and to initiate and conduct projects for the
         redevelopment of a redevelopment area pursuant to a redevelopment plan,
         or projects necessary, useful, or convenient for the relocation of
         residents displaced or to be displaced by the redevelopment of all or
         part of one or more redevelopment areas, or low and moderate Income
         housing projects, and, when authorized by financial agreement with the
         municipality, to acquire, plan, develop, construct, alter, maintain or
         operate housing, senior citizen housing, business, industrial,
         commercial, administrative community, health, recreational, educational
         or welfare projects, or any combination of two or more of these types
         of improvement in a single project, under such conditions as to use,
         ownership, management and control as regulated pursuant to the Act.

3.       Date of formation: The date upon which this certificate of formation is
         filed in the office of the State Treasurer of New Jersey.

4.       Registered Agent Name & Address :  Joseph Caulfield
                                            1 Henderson Street
                                            Hoboken, New Jersey 07030

5.       Dissolution date: Perpetual existence.

         For so long as the Company is obligated under financial agreement with
         the City of Jersey City made pursuant to the Act, the Company shall
         engage in no business other than the ownership, management and control
         of the project described in the financial agreement with the City of
         Jersey City.

         The Company has been organized to serve a public purpose and its
         operations shall be directed toward: (1) the redevelopment of
         redevelopment areas, the facilitation of the relocation of residents
         displaced or to be displaced by redevelopment, or the conduct of low
         and moderate income housing projects; and (2) the acquisition,
         management and operation of a project, redevelopment relocation housing
         project, or low and moderate income housing project under the Act. The
         Company shall be subject to regulation by the City of Jersey City, and
         to a limitation on profits or dividends for so long as it remains the
         owner of a project subject to the Act.


         The company shall not voluntarily transfer more than 10% of the
         ownership of the project or any portion thereof, undertaken by it under
         the Act, until It has first removed both itself and the project from
         all restrictions of the Act in the manner required by this Act and, if
         the project, includes housing units has obtained the consent of the
         Commissioner of the Department of Community Affairs to such transfer,
         with the exception of any transfer to another urban renewal entity, as
         approved by the City of Jersey City, which other urban renewal entity
         shall assume all contractual obligations of the transferor entity under
         the financial agreement with the City of Jersey City.

         The Company shall file annually with the governing body of the City of
         Jersey City a disclosure of the persons having an ownership interest in
         the Project and the extent of the ownership held by each.

         The Company is subject to the provisions of Section 18 of the Act
         respecting the powers of the City of Jersey City to alleviate financial
         difficulties of the urban renewal entity or to perform actions on
         behalf of the entity upon a determination of financial emergency.

         Any housing units constructed or acquired by the Company shall be
         managed subject to the supervision of, and rules adopted by, the
         Commissioner of the Department of Community Affairs.

The undersigned represent(s) that this filing complies with requirements of N.J
S.A. 42-2B-1 et seq. The undersigned hereby represent(s) that it is authorized
to sign this certificate on behalf of the Company.

                                                700 GROVE STREET, LLC


                                                By: /s/ Joseph C. Caulfield
                                                    ---------------------------
                                                        Joseph C. Caulfield

                                                Dated:  April 9, 2002




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