content: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
  
                                                 
  
  
                                     FORM 8-K
  
  
                                  CURRENT REPORT
  
  
                          Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934
  
  
                                                 
  
  
  Date of Report (Date of earliest event reported)    June 24, 1996            
  
  
                   DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
              (Exact name of registrant as specified in its charter)
  
  
            Delaware                      0-13260                13-3174553    
  (State or other jurisdiction          (Commission          (I.R.S. Employer  
      of incorporation)                 File Number)        Identification No.)
  
  
    Two World Trade Center, New York, New York                    10048        
     (Address of principal executive offices)                  (Zip Code)      
  
  
  Registrant's telephone number, including area code             (212) 392-1054
  
  
                                                                               
           (Former name or former address, if changed since last report)
  
  
                                                                               
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets
  
       In May 1996, 1718 Connecticut Ltd. (in which the Partnership owns a
  99.9% General Partnership interest) entered into an agreement with Vasilios
  Papadopoulos, an unaffiliated party, to sell the land and building which
  comprise the 1718 Connecticut Avenue property for a negotiated sale price
  of $5,438,000.  
  
       The closing of the sale took place on June 24, 1996.  The purchase
  price was paid in cash at closing.
  
  
  <PAGE>
  Item 7.  Financial Statements and Exhibits
  
  (b)  Pro Forma Financial Information
  
       (1)   Pro Forma Balance Sheet as of October 31, 1995.
  
       (2)   Pro Forma Statements of Operations for the year ended October
             31, 1995 and the six months ended April 30, 1996.
  
  (c)  Exhibits
  
       (1)   Purchase Agreement, dated May 31, 1996, with respect to the sale
             of the 1718 Connecticut Avenue property.
  <PAGE>
  
                                  SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                              DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
  
                      By:  Dean Witter Realty Income Properties I Inc.
                           Managing General Partner
  
  
                      By:  /s/E. Davisson Hardman, Jr.                          
                           E. Davisson Hardman, Jr.
                           President                   
                                                  
  
  
  
  Date:  July 9, 1996
  
  <PAGE>
                    Dean Witter Realty Income Partnership I, L.P.
                       Pro Forma Consolidated Balance Sheet
                               As of April 30, 1996
  
  
  The following unaudited pro forma balance sheet has been presented as if the
  1718 Connecticut Avenue property was sold as of April 30, 1996.  The pro forma
  adjustments reflect a) the cash proceeds from the sale; b) the elimination of
  the net carrying value of the property from real estate held for sale and the
  elimination of other assets and liabilities relating to the property
  sold; c) and repayment of the Loan from affiliate.
  
  <TABLE>
  <CAPTION>
                                                  Pro Forma 
                                  Historical     Adjustments       Pro Forma
  
  ASSETS
  <S>                          <C>              <C>            <C>          
  Real estate
    Land                        $ 10,367,200           -        $ 10,367,200
    Building and building
      improvements                42,495,649           -          42,495,649
                                  52,862,849           -          52,862,849
    Accumulated depreciation      21,860,876           -          21,860,876
                                  31,001,973           -          31,001,973
  
    Real estate held for sale      4,319,478     (4,319,478)           -    
  
    Investment in joint venture    8,390,596           -           8,390,596
  
    Cash and cash equivalents      3,999,218      1,018,665        5,017,883
  
    Other assets                   1,803,583       (139,302)       1,664,281
                                $ 49,514,848   $ (3,440,115)    $ 46,074,733
  
  LIABILITIES AND PARTNERS' CAPTIAL
  
    Accounts payable and other 
      liabilities               $    752,488   $    (68,980)    $    683,508
    
    Loan from affiliate            4,032,527     (4,032,527)            -   
  
    Deferred distributions         2,467,674           -           2,467,674
                                   7,252,689     (4,101,507)       3,151,182
  
      Total partner's captial     42,262,159        661,392       42,923,551
  
                                $ 49,514,848   $ (3,440,115)    $ 46,074,733
  
  
  
  /TABLE
  <PAGE>
                   Dean Witter Realty Income Partnership I, L.P.
                    Pro Forma Consolidated Statement of Income
                        For the year ended October 31, 1995
  
  
  The following unaudited pro forma consolidated statement of operations has
  been presented as if the 1718 Connecticut Avenue property was sold as of
  November 1, 1994.  The pro forma adjustments reflect the elimination of
  rental and other revenues, property operating expenses and
  depreciation expense relating to the property sold.  The pro forma
  adjustments do not reflect the Partnership's non recurring gain on the sale
  of the property.
   
  <TABLE>
  <CAPTION>
                                             Pro Forma 
                             Historical     Adjustments       Pro Forma
  <S>                      <C>            <C>               <C>        
  Revenues:
  
    Rental                 $  7,110,106    $  (975,970)    $  6,134,136
    Equity in earnings of 
     joint venture              474,263           -             474,263
    Interest and other          416,197         (9,398)         406,799
                              8,000,566       (985,368)       7,015,198
  Expenses:
  
    Property operating        2,963,316       (288,375)       2,674,941
    Interest                    342,221           -             342,221
    Depreciation              2,534,549       (291,220)       2,243,329
    Amortization                219,225           -             219,225
    General and administrative  406,118           -             406,118
                              6,465,429       (579,595)       5,885,834
  
  Net income               $  1,535,137    $  (405,773)    $  1,129,364
  
  Net income per
    Unit of Limited
    Partnership interest   $      14.89    $     (3.93)    $      10.96
  
  /TABLE
  <PAGE>
                      Dean Witter Realty Income Partnership I, L.P.
                    Pro Forma Consolidated Statement of Operations
                          Six months ended April 30, 1996
  
  
  The following unaudited pro forma consolidated statement of operations has
  been presented as if the 1718 Connecticut Avenue property was sold as of
  November 1, 1995.  The pro forma adjustments reflect the elimination of
  rental and other revenues, property operating expenses and depreciation
  expense relating to the property sold.  The pro forma adjustments do not
  reflect the Partnership's nonrecurring gain on the sale of the property.
   
  <TABLE>
  <CAPTION>
  
                                             Pro Forma 
                             Historical     Adjustments       Pro Forma
  <S>                      (c>             <C>              <C>        
  Revenues:
  
    Rental                $  3,639,941     $  (500,179)   $  3,139,762 
    Equity in earnings of 
     joint venture             305,105            -            305,105 
    Interest and other         108,761          (1,709)        107,052 
                             4,053,807        (501,888)      3,551,919 
  Expenses:
  
    Property operating       1,573,993        (174,631)      1,399,362 
    Interest                   171,856           -             171,856 
    Depreciation             1,008,090        (153,943)        854,147 
    Amortization                84,406            -             84,406 
    General and administrative  189,533           -            189,533 
    Losses on impairment of
      real estate            8,510,000      (1,742,000)      6,768,000 
                            11,537,878      (2,070,574)      9,467,304 
  
  
  Net loss               $  (7,484,071)    $ 1,568,686    $ (5,915,385)
  
  Net loss per
    Unit of Limited
    Partnership interest  $     (72.60)    $     15.22    $     (57.38)
  
  /TABLE
  <PAGE>
  
  Exhibit Index for Dean Witter Realty Income Partnership I, L.P.
  
  Exhibit                 Description                        Sequential
   No                                                          Page No.
                                                                       
  
  (2)               Purchase Agreement dated May 31,
                    1996 with respect to the sale of
                    the 1718 Connecticut Avenue property.
  
  
  <PAGE>
                                        
                          PURCHASE AGREEMENT
  
        THIS AGREEMENT is made and entered into this 31st day of May,
  1996, by and between 1718 CONNECTICUT LTD., a District of Columbia
  Limited Partnership ("Seller"), and Vasilios Papadopoulos
  ("Purchaser").
  
                               RECITALS
  
        R-1.  Seller is the owner of certain real property situated in
  the District of Columbia and more fully described on Exhibit "A"
  attached hereto, together with the improvements located thereon,
  known as 1718 Connecticut Avenue (the "Real Property").
  
        R-2.  Seller has agreed to sell to Purchaser, and Purchaser
  has agreed to purchase from Seller, the Real Property, together with
  Seller's personalty located thereat or thereon and used by it in
  connection with the ownership, management and operation of the Real
  Property (the "Personalty"), including the furniture, furnishings,
  fixtures, equipment and other tangible assets owned by Seller listed
  on Exhibit B attached hereto.  The Real Property and the Personal
  Property are hereinafter referred to as the "Property".
  
        NOW THEREFORE, in consideration of the mutual promises
  hereinafter set forth and of other good and valuable consideration,
  the receipt and sufficiency of which are hereby acknowledged, the
  parties agree as follows:
  
        1.    Purchase and Sale of Property.
  
        On the Closing Date (as defined in Section 7 hereof), and
  subject to the terms and conditions set forth in this Agreement,
  Seller agrees to sell, assign, transfer and deliver to Purchaser,
  and Purchaser agrees to purchase, acquire and accept from Seller,
  the Property.  It is specifically understood and agreed that the
  Property shall not include any trade fixtures, equipment or other
  personalty belonging to tenants of the Real Property and items of
  personalty belonging to Seller which are not used in connection with
  the management, or operation of the Real Property and located
  thereat or thereon.
  
        2.    Purchase Price and Terms of Payment.
  
              (a)  The purchase price of the Property shall be Five
  Million Four Hundred Thirty Eight Thousand and no/100 Dollars
  ($5,438,000.00) (the "Purchase Price").
  
              (b)  The Purchase Price of the Property shall be paid
  as follows:
                   (1)  A deposit of One Hundred Thousand and no/100
  Dollars ($100,000.00) has heretofore been paid by Purchaser to
  Commercial Settlements, Inc., (the "Escrow Agent"), and an
  additional deposit of One Hundred Thousand and no/100 Dollars
  ($100,000.00) is being paid upon the execution of this Agreement by
  a check, subject to collection, or by wire transfer of federal funds
  to the Escrow Agent, payable to the order of Escrow Agent.  The
  aggregate deposit, in the amount of Two Hundred Thousand and no/100
  Dollars ($200,000.00), is hereinafter referred to as the "Deposit". 
  The Deposit shall be held, pursuant to an Escrow Agreement (a copy
  of which is attached hereto as Exhibit "C") and the terms hereof, by
  the Escrow Agent in an interest bearing escrow account until the
  closing of the purchase and sale of the Property.  The Deposit,
  including
  accrued interest thereon, shall be applied to the cash payment
  required to be
  paid to Seller on the Closing Date.  If the transaction hereby
  contemplated is not consummated, the Deposit, including accrued
  interest thereon, shall be disbursed in accordance with Section 8 or
  10, as the case may be.
  
                   (2)  The balance of the Purchase Price (that is,
  the Purchase price reduced by the amount of the Deposit and accrued
  interest thereon) shall be paid to Seller on the Closing Date, by
  wire transfer of federal funds as Seller may direct in writing.   
  
        3.    Purchaser Financing.
  
        (a)   Purchaser shall have thirty (30) days from the date
  hereof to obtain a firm, written commitment from the Riggs National
  Bank of Washington, D.C., to provide funding for a portion of the
  Purchase Price not to exceed Three Million Five Hundred Thousand and
  no/100 Dollars ($3,500,000.00), providing an amortization schedule
  of no less than 25 years and upon such other terms as are
  commercially and readily available from such Bank (including an
  initial term no longer than five (5) years from the date of
  Closing), to be secured by a first deed of trust upon the Property. 
  Purchaser shall promptly provide Seller with written evidence that:
  (i) it has initiated the financing commitment within five (5) days
  hereof; and (ii) it is diligently pursuing the financing commitment. 
  Seller shall also provide Seller with a copy of the commitment once
  obtained.  Purchaser shall pay all costs and expenses incurred by
  Purchaser in connection with, or related to, obtaining the aforesaid
  loan, and Seller shall not be liable for any such costs or expenses.
  
        (b)   In the event that Purchaser is unable to obtain a
  commitment as above-described within the thirty (30) day period,
  this Agreement shall be rendered null and void ab initio, except
  that Purchaser shall receive a prompt refund of his deposit plus
  accrued interest.  Unless Purchaser notifies Seller on or before
  expiration of said thirty (30) day period that Purchaser has been
  unable to obtain said commitment, then, upon expiration of said
  thirty (30) period, this Agreement and Purchaser's obligations
  hereunder shall no longer be conditioned upon obtaining said
  commitment, or otherwise having sufficient funds to pay the Purchase
  Price at Closing.
        4.    Representations and Warranties of Seller (and
              Limitations Thereon).
  
              (a)  Seller represents and warrants to Purchaser, which
  warranties and representations shall be true and correct as of the
  date hereof and at the Closing, as follows:
  
                   (1)  Seller is a limited partnership formed under
  the laws of the District of Columbia.  It has full authority to
  enter into this Agreement; and this Agreement is legally binding on,
  and enforceable against, Seller in accordance with its terms. 
  Seller does not need the consent of any other party to enter into
  this Agreement and/or to consummate the transactions required of it
  hereunder.  The execution and delivery of this Agreement and the
  consummation of the transactions contemplated herein will not
  violate any agreement or understanding to which Seller is bound,
  including without limitation, its articles or other documents of
  formation or any document or agreement effectuating its operations
  or governance.
  
                   (2)  Seller is the owner of the fee simple title
  to the Property.  Seller's title to the Property is marketable and
  good of record and in fact, subject only to the matters set forth on
  Exhibit "D" attached hereto (the "Permitted Exceptions").
  
                   (3)  The service contracts described on Exhibit
  "E" attached hereto (the "Service Contracts") are the only such
  contracts affecting the Property as of the date hereof, and true
  correct and complete copies of the Service Contracts have been
  provided to Purchaser on or before the date of execution and
  delivery of this Agreement.  Except for periodic payments currently
  due which are to be adjusted at Closing, Seller is not in default in
  the performance of any obligation, act or duty to be performed or
  observed by it in accordance with the terms of any Service Contract,
  and there is no fact, event or condition that with the passage of
  time or giving of notice or both would constitute a default by
  Seller.    
  
        The representations in this Section 4(a) shall survive Closing
  for a period of six (6) months, and then shall expire; provided,
  however, that the foregoing shall not affect the warranties
  contained in the deed of conveyance, or Seller's liability pursuant
  to Section 4(c)(3) for fraudulent misrepresentations, both of which
  shall survive Closing.
  
              (b)  Seller represents and warrants to Purchaser that,
  as of the date hereof, to the actual knowledge of Seller:
  
                   (1)  With the exception of any defects identified
  or noted on those reports concerning the condition of the Property,
  listed on Exhibit F attached hereto, there are no material defects
  in the Property not previously disclosed to Purchaser (whether by
  Seller or through Purchaser's own investigation or otherwise) nor
  apparent based on visual inspection.  The foregoing representation
  is subject to, and limited by, all matters set forth in Subsection
  4(d)(1) below.
  
                   (2)  Seller has received no outstanding notice or
  order of any governmental authority having jurisdiction over the
  Property not fully and duly complied with affecting the condition,
  use, ownership, or operation of any part of the Property, or
  requiring, as of the date hereof or in the future, any repairs,
  renovations, alterations, additions or improvements thereto.
  
                   (3)  There are no condemnation or eminent domain
  proceedings pending or contemplated against the Property or any part
  thereof, and Seller has received no written notice of the desire of
  any public authority or other entity to take or use the Property or
  any part thereof.
  
                   (4)  Seller is the sole owner of good and
  marketable title to all of the Personal Property listed on Exhibit
  B, free and clear of all Encumbrances other than those Encumbrances
  enumerated on Exhibit D attached hereto.  All of the tangible
  Personal Property shall be maintained through the Closing Date in a
  state of good repair, normal wear and tear and casualty excepted.
  
                   (5)  As of the date hereof, the Property is
  subject to no written leases between Seller and any tenant, except
  as set forth on the rent roll attached hereto as Exhibit G (the
  "Leases").  Except as otherwise set forth on Exhibit G, all of said
  Leases are in full force and effect as of the date hereof.  Exhibit
  G provides the date of each Lease, including all amendments,
  supplements to or modifications of any lease.  No person is, or
  prior to Closing will be, occupying any portion of the Property for
  residential purposes.  Except as specifically set forth in each
  Lease, there are no concessions to any tenant and there have been no
  claims asserted by any tenant for offsets against rent, or any other
  monetary claim made against Seller as landlord.
  
        On or before the date hereof, Seller has provided Purchaser
  with true, correct and complete copies of all the Leases, including
  all amendments, modifications or changes thereto.  Except as
  otherwise disclosed on Exhibit G, each Lease is in full force and
  effect in accordance with its terms, and there is no modification,
  amendment, supplement, change or understanding with reference to any
  Lease.  The Seller is not in default in the performance of any
  obligation, act or duty to be performed or observed by it in
  accordance with the terms of any Lease, and there is no fact, event
  or condition that with the passage of time or giving of notice or
  both would constitute a default by Seller.  Except as otherwise
  disclosed on Exhibit G, no tenant is in default in the performance
  of any obligation, act or duty to be performed or observed by it in
  accordance with the terms of its applicable Lease, and there is no
  fact, event or condition that with the passage of time or giving of
  notice or both would constitute a default by a tenant with reference
  to its particular lease.  Except as otherwise disclosed on Exhibit
  G, no tenant has notified Seller that it intends or desires to
  terminate or modify any Lease or that it intends or may file any
  proceedings in bankruptcy or any creditor rights to avoid or delay
  the payment of its debts.
  
                   (6)  No leasing or other commissions or fees are
  due in connection with the leasing of the Property other than
  commissions or fees set forth in Exhibit H attached hereto.
  
                   (7)  There are no actions, suits, claims,
  arbitrations, proceedings, orders, judgments or investigations
  pending or threatened in writing against or affecting Seller, the
  Property or the operation thereof, or which questions the validity
  of this Agreement or any action taken or to be taken in, under or in
  connection with any of the provisions of this Agreement, at law or
  in equity, or before or by any federal, state, municipal or other
  governmental department, commission, board, bureau, agency or
  instrumentality.
  
                   (8)  For the purposes of this Agreement,
  "Hazardous Materials" means any of the following: asbestos-
  containing materials, polychlorinated biphenyls (PCBs), flammable
  materials, explosives, radioactive materials, petroleum products and
  any materials, wastes, substances, or chemicals that are deemed
  hazardous, toxic, a pollutant or a contaminant under the
  Comprehensive Environmental Response, Compensation, and Liability
  Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the
  Hazardous Materials Transportation Act as amended (49 U.S.C. Section
  1801, et seq.), the Resource Conservation and Recovery Act of 1976,
  as amended (42 U.S.C. Section 6901, et seq.), in the regulations
  adopted or publications promulgated pursuant thereto, or in any
  other applicable federal, state or local laws, ordinances, rules or
  regulations in effect on the Closing Date relating to the protection
  of public health, safety or the environment.
  
        Except as set forth on Exhibit I attached hereto, Seller has
  not used, stored, disposed of or released, and no other party
  including any tenant, has used, stored, disposed of or released, any
  Hazardous Materials in, on or about the Property in a manner which
  would result in any material liability to Purchaser or in derogation
  of law.
  
                   (9)  In the event that Seller becomes aware of a
  fact, event or condition which fact, event or condition makes or
  renders any representation or warranty untrue or incorrect, Seller
  shall, within two (2) business days after becoming aware of such
  fact, event or condition, notify Purchaser in writing of such fact,
  event or condition.
  
                   (10)  The representations and warranties in
  Subsections 4(b)(2)(4)(5)(6)(7) and (8) shall also be true and
  correct at the Closing.  Provided, however, that if Seller is
  unable, in good faith, to make any of such warranties or
  representations as of the Closing and so notifies Purchaser in
  writing at or before Closing, then the facts or circumstances giving
  rise to Seller's inability to make the warranty or representation as
  of Closing shall be construed as, and considered to be, a
  Nonquantifiable Title Defect (whether or not such fact or
  circumstance is, in fact, quantifiable), and shall be addressed
  pursuant to, and governed by, Section 6(d) of this Agreement.
  
              (c)  It is expressly understood and agreed that:
  
                   (1)  Purchaser has fully examined the Property,
  and is familiar and satisfied with the content and condition
  thereof.  Purchaser has also fully reviewed, and is familiar and
  satisfied with, all leases, title policies, environmental
  assessments, architectural and engineering plans, service and
  maintenance contracts, books, records, and financial statements
  relating to the condition, maintenance, operations, title or
  finances of the Property.  Except as expressly and specifically set
  forth herein, or in any schedule or exhibit hereto or document
  referenced in this Agreement and provided to Purchaser, Seller has
  not made and does not make any warranties or representations as to
  the condition, management, maintenance, rents, leases, income,
  expenses, operations, value of the Property, title, adequacy or
  fitness for use of any equipment, validity of any contracts relating
  to the Property or compliance of any parties thereto, or any other
  matter or thing affecting or related to the Property or this
  transaction that might be pertinent in considering the purchase of
  the Property or entering into this Agreement; and Purchaser hereby
  expressly acknowledges that no such representations or warranties
  have been made.
  
        Purchaser hereby represents and warrants that all reports made
  by or on behalf of Purchaser concerning the physical and
  environmental condition of the Property are listed on Exhibit F
  attached hereto and that true, accurate and complete copies of all
  such reports have been delivered to Seller by Purchaser.  Purchaser
  further represents and warrants that it has no actual knowledge of
  any physical or environmental problems or defects at or in the
  Property with the exception of any problems or defects listed on
  Exhibit F.  
  
        Purchaser further acknowledges that it has thoroughly
  inspected the Property and agrees to take the Property "as is", in
  such condition as the same may be on the date hereof, provided that,
  Seller agrees that it shall maintain the Property in substantially
  the same condition as exists on the date hereof, subject to Section
  9 hereof and normal wear and tear excepted.  Seller shall have no
  obligation to perform any maintenance or repair in the premises of
  any tenant of the Property, unless (i) such maintenance or repair is
  an obligation of Seller as landlord under the leases for such
  premises, and (ii) the tenant (of any such premises) has given
  Seller written notice prior to the Closing Date that such
  maintenance or repair is needed, or as provided hereinbefore or
  pursuant to Section 7 hereinbelow.  Seller also agrees to provide
  Purchaser with monthly operating statements for the Property until
  the Closing Date.
  
                   (2)  Seller is not liable for or bound in any
  manner by any expressed or implied warranties, guaranties, promises,
  statements, representations or information pertaining to the
  Property, made or furnished by any person, including, but not
  limited to, any real estate broker, agent, employee, servant,
  architect, engineer, contractor or subcontractor or any other person
  representing or purporting to represent Seller, unless such
  warranties, guaranties, promises, statements, representations or
  information are expressly and specifically set forth herein.  The
  provisions of this paragraph shall survive the closing of title and
  delivery of the deed hereunder.
  
              (3)  The acceptance of a deed by Purchaser shall be
  deemed to be a full performance and discharge of every agreement and
  obligation on the part of Seller to be performed pursuant to the
  provisions of this Agreement, subject to the terms of Subsection
  4(a), 8(j) and Section 10 hereof.  Provided, however, that Seller
  shall remain liable to Purchaser for damages or liabilities incurred
  by Purchaser as a result of any material representation set forth in
  Subsections 4(a) and (b) above, which was known by Seller to have
  been materially false when made and which was fraudulently made to
  induce Purchaser to enter into and consummate this Agreement. 
  Except as otherwise specifically set forth in Subsection 4(a), this
  Subsection 4(c)(3), Subsection 8(j) and Section 10, no agreement,
  representation or warranty made herein by Seller shall survive the
  closing of title and the delivery of the deed hereunder.
  
        5.    Representations and Warranties of Purchaser.
  
        Purchaser represents and warrants to Seller as follows: 
  
              (a)  Purchaser is a citizen of Greece, and a resident
  of Greece; and that any entity formed (or being formed) by Purchaser
  to acquire title to the Premises is, or will be at Closing, in good
  standing under the laws of the District of Columbia; and that any
  such entity is (or, when formed, will be) a single asset entity,
  controlled and owned in the majority by Purchaser.  Purchaser has
  full authority to enter into this Agreement, including, but without
  limitation, specific approval necessary under applicable law for
  Purchaser to enter into this Agreement and purchase the Property;
  and this Agreement is legally binding on, and enforceable against,
  Purchaser in accordance with its terms.
  
              (b)  Purchaser has sufficient funds available to
  purchase the Property, including, but not limited to, payment of all
  costs of closing described in paragraph 8.  Within ten (10) business
  days of execution of this Agreement, Purchaser shall provide Seller
  with reasonable documentation evidencing the availability and
  sufficiency of said funds.  Seller shall hold all such documentation
  in strict confidence, and shall not disclose such information
  without the prior written consent of Purchaser. 
  
        6.    Seller's Duties Prior to Closing.
  
        Between the date hereof and Closing:
  
              (a)  Seller reserves the right, between the date hereof
  and the Closing Date, to enter into, amend or terminate leases
  covering the Premises (or any portion thereof), in the ordinary
  course of business; provided, however, that Purchaser shall have the
  right to approve any new lease or lease termination, which approval
  shall not be unreasonably withheld, conditioned or delayed.  Seller
  further agrees to perform and observe all of its covenants, duties
  and obligations to be performed and/or observed by it pursuant to
  the terms of any Lease.  In the event Seller receives a notice from
  a tenant or provides a notice to a tenant, Seller shall provide
  Purchaser with a copy of said notice within two (2) business days of
  receipt or providing of the same as the case may be.
  
              (b)  In the event that any tenant under any lease
  defaults in the performance of any of its duties, covenants or
  obligations to be performed by it pursuant to the terms of the
  lease, including without limitation the payment of rent, Seller may
  take such actions as are commercially reasonable.  Provided,
  however, Seller may not agree to the termination of any lease or to
  any concessions which would cause any material loss to Purchaser,
  including without limitation delays in the payment of rent, without
  the prior written consent of Purchaser, which consent shall not be
  unreasonably withheld.  For purposes of this Subparagraph 5(b) the
  term "material loss" shall be construed to mean any loss exceeding
  Five Thousand and no/100 Dollars ($5,000.00) on an annualized basis.
  
              (c)  Seller agrees to use its reasonable best efforts
  to obtain and provide to Purchaser at the Closing Estoppel
  Certificates from each tenant of the Property, in form substantially
  as set forth in Exhibit K attached hereto.  Provided, however, that
  no tenant shall be required to provide in any such Estoppel
  Certificate any information it is not required to provide under
  terms of its Lease.  If any Tenant fails to provide an Estoppel
  Certificate, Seller shall have the right to substitute, and
  Purchaser shall accept, a Landlord Estoppel Certificate, executed by
  Seller and containing substantially equivalent information as the
  tenant Estoppel Certificate.
  
              (d) If Purchaser becomes aware of any title defect or
  encumbrance on the Real Property other than the Permitted Exceptions
  set forth on Exhibit D ("Title Defect"), then Purchaser shall,
  within five (5) business days of becoming aware of same, provide
  Seller with written notice of such Title Defect, together with a
  copy of any documents evidencing or concerning same. 
  
        If (i) the Title Defect is in the nature of a mechanic's or
  tax lien or other encumbrance reasonably quantifiable as a sum
  certain ("Quantifiable Title Defect"), or (ii) the Title Defect is
  not readily quantifiable as a sum certain ("Nonquantifiable Title
  Defect"), but the cost of correcting the Nonquantifiable Title
  Defect is less than or equal to Fifty Thousand and no/100 Dollars
  ($50,000.00), then Seller shall promptly proceed to correct such
  Title Defect (or obtain title insurance with respect to same), at
  its expense and to Purchaser's reasonable satisfaction, and the
  Closing Date shall be extended for a reasonable period to permit
  completion of the correction of such Title Defect.
  
        If the cost of correcting a Nonquantifiable Title Defect
  exceeds Fifty Thousand and no/100 Dollars ($50,000.00), then Seller
  shall have no obligation to correct such Nonquantifiable Title
  Defect, but shall (by written notice to Purchaser within ten (10)
  business days of its prompt determination of the cost of remedying
  such Title Defect) elect whether or not it will correct (or obtain
  title insurance with respect to) such Title Defect (it being agreed
  that Seller's failure to send such notice of election shall
  constitute Seller's election not to cure such Title Defect), and if
  Seller does elect to correct the Title Defect, the Closing Date
  shall be extended for a reasonable period to permit completion of
  the correction.  If Seller elects to correct (or obtain title
  insurance with respect to) such Title Defect and such correction
  would delay the Closing Date by more than sixty (60) days, then
  Purchaser shall have the option (upon delivery to Seller of its
  written notice within ten (10) business days of receipt of Seller's
  notice as to its intention to correct such Title Defect) to proceed
  to closing with such Title Defect uncorrected, with the Purchase
  Price to be reduced by Fifty Thousand and no/100 Dollars
  ($50,000.00).  Notwithstanding the foregoing, if Seller elects to
  correct such Title Defect, and if the time period necessary to
  complete the correction will, in the reasonable judgment of
  Purchaser's title insurance company, exceed one (1) year, then
  Purchaser may terminate this Agreement by written notice to Seller
  delivered within ten (10) business days of the determination of the
  cost and time necessary to cure the Title Defect.
  
        If Seller elects not to correct such Title Defect, then
  Purchaser may (by delivery of written notice to Seller within ten
  (10) business days of receipt of Seller's aforementioned election
  notice) elect to terminate this Agreement.  If Purchaser fails to
  make such election to terminate, the parties shall proceed to
  closing with such Title Defect uncorrected, except that the Purchase
  Price shall be reduced by Fifty Thousand and no/100 Dollars
  ($50,000.00).
  
        If either party elects to terminate this Agreement pursuant to
  this Subsection (d), such termination shall be considered, for
  purposes of Section 10, as being without fault of either party. 
  Purchaser's failure to provide Seller with the aforementioned ten
  (10) business days notice as to a Title Defect, or its election or
  agreement to proceed to closing with the Title Defect uncorrected,
  shall constitute a waiver of any rights Purchaser may have against
  Seller with respect to such Title Defect, either hereunder or
  otherwise, and this Agreement shall remain in full force and effect
  notwithstanding such Title Defect. 
  
        If the parties cannot agree, in good faith, as to whether the
  cost of correction of a Title Defect under this Subsection (d) shall
  exceed Fifty Thousand and no/100 Dollars ($50,000.00), for purposes
  only of exercising any rights or options available to either party
  under this Subsection (d), the cost of correction shall be deemed to
  be in excess of Fifty Thousand and no/100 Dollars ($50,000.00). 
  
        7.    Conditions Precedent to the Performance of Obligations
              Hereunder. 
  
              (a)  The obligations of Seller to sell the Property and
  to perform the other covenants and obligations to be performed by it
  on the Closing Date shall be subject to the condition (which may be
  waived, in writing, in whole or in part, by Seller) that Purchaser
  shall have materially performed all obligations and complied with
  all conditions required by this Agreement to be performed or
  complied with by it on or before the Closing Date, and that all
  representations and warranties of Purchaser hereunder are materially
  accurate as of the Closing Date.  
  
              (b)  The obligations of Purchaser to purchase the
  Property and to perform the other covenants and obligations to be
  performed by it on the Closing Date (or thereafter) shall be subject
  to the condition (which may be waived, in writing, in whole or in
  part, by Purchaser):
  
                   (i)  that Seller shall have materially performed
  all obligations and materially complied with all conditions required
  by this Agreement to be performed or complied with by it on or
  before the Closing Date;
  
                   (ii) that all representations and warranties of
  Seller hereunder are accurate as of the date hereof and, subject to
  Subsection 4(b)(10), as of the Closing Date;
  
                   (iii) the physical condition of the Property being
  substantially the same condition that existed as of the date hereof,
  normal wear and tear excepted;
  
                   (iv) Purchaser receiving the Estoppel Certificates
  referred to in Section 6(c) hereof.
  
        8.    Closing.
  
              (a)  The closing of the purchase and sale of the
  Property shall be held at the office designated by Purchaser and
  situated in the Washington, D.C., metropolitan area, or such other
  place as the parties may mutually agree, during normal business
  hours.  Closing shall occur within forty-five (45) days after
  execution of this Agreement, or (ii) June 28, 1996, time being of
  the essence.  The date of closing is referred to in this Agreement
  as the "Closing Date." 
  
              (b)  On the Closing Date, Seller shall: 
  
                     (i)  Execute, acknowledge and deliver to
  Purchaser a special warranty deed, in proper form for recording,
  conveying the Property to Purchaser in fee simple, free and clear of
  all liens, encumbrances, and other matters adversely affecting
  title, except the Permitted Exceptions and any other matters that
  have been waived by Purchaser.  
  
                     (ii)  Execute and deliver to Purchaser a bill or
  bills of sale as to all of the Personalty.
                     (iii)  Assign to Purchaser all of Seller's
  right, title and interest in, to and under all leases and parking
  agreements of any portion of the Property;
                     (iv)  Assign to Purchaser all of Seller's right,
  title and interest in, to and under any Service Contracts relating
  to the Property, which are either noncancellable by their terms or
  which Purchaser has agreed to assume in writing; and terminate all
  other Service Contracts, and provide Purchaser with proof of the
  same.
  
                     (v)  Assign and convey to Purchaser all of
  Seller's right, title and interest in and to all utility deposits,
  security deposits, and future rents.
  
                   (vi)  Deliver all the Estoppel Certificates
  referred to in Section 6(c) hereof;
  
              (c)  On the Closing Date, Purchaser shall deliver to
  Seller the payment required under Section 2, together with all
  adjustments, reimbursements and other payments due hereunder, by
  wire transfer of federal funds as Seller shall direct in writing.
  
              (d)  The following items of expense shall be adjusted
  as of midnight of the day immediately preceding the Closing Date:
  
                   (1)  Real estate and personal property taxes, if
  any, with respect to the Property.
                   (2)  Fuel, water and sewer service charges, and
  charges for gas, electricity, telephone and all other public
  utilities.  Seller shall be liable for and shall pay all utility
  bills for services provided before the Closing Date.  Purchaser
  shall be liable for and shall pay all utility bills for services
  provided on and after the Closing Date.
  
                   (3)  All costs and expenses of such Service
  Contracts being assigned to Purchaser. 
  
        The adjustments described in the foregoing subparagraphs shall
  be paid on the Closing Date, except that if the amount of any of the
  adjustments described in such subparagraphs cannot be determined on
  the Closing Date, a reasonably estimated amount of such adjustment
  shall be held in escrow by the Escrow Agent pursuant to the Escrow
  Agreement, and any such adjustment shall be paid as soon as
  reasonably practical after the Closing Date.  In making the
  adjustments required by this Subsection, Seller shall be given
  credit for all amounts prepaid as of the Closing Date with respect
  to any period after the Closing Date, and Seller shall be charged
  with any unpaid charges for the period prior to the Closing Date.
  
              (e)  The monthly rent payable by tenants under tenant
  leases and fees payable under parking agreements shall be adjusted
  as of midnight of the day immediately preceding the Closing Date,
  and any such rent and parking fees prepaid to Seller (including a
  pro rata portion of the rent and parking fees paid for the month in
  which the closing occurs) shall be paid or credited to Purchaser at
  closing.  Rent which is due but uncollected as of the Closing Date
  shall not be adjusted, but Purchaser shall cause the rent for the
  period prior to the Closing Date to be remitted to Seller if, as and
  when collected.  On the Closing Date, Seller shall deliver to
  Purchaser a schedule of all such past due but uncollected rent owed
  by tenants.  Purchaser agrees to cause the amount of such rental
  arrears to be included in the first bills thereafter submitted by
  Purchaser to such tenants after the Closing Date.  Purchaser further
  agrees to remit promptly to Seller any such arrears actually paid by
  such tenants to Purchaser.  
  
              (f)  At closing, Seller shall deliver to Purchaser a
  schedule of all security deposits held by Seller on the Closing Date
  which have been deposited by tenants including, but not limited to,
  security deposits paid by tenants who owe rent on the Closing Date. 
  Seller shall also deliver to Purchaser any interest which has
  actually accrued on security deposits as to which the Lease (or
  applicable law) requires interest to be accrued.  All such security
  deposits and interest so held by Seller shall be transferred and
  delivered to Purchaser and Purchaser shall give Seller a receipt
  therefor.
  
              (g)  At closing, Purchaser shall reimburse Seller for
  all utility deposits relating to the Property which can be
  transferred to Purchaser.
  
              (h)  Expenses of escrow examination of title, tax
  certificates, conveyancing, notary fees, recordation and other
  transfer taxes (except the D.C. Transfer Tax) and fees, and any
  other closing and recordation expenses, shall be paid by Purchaser. 
  Seller shall pay the D.C. Transfer Tax, due pursuant to D.C. Code,
  Title 47 (1981 ed.).  Each party agrees to pay its own attorney and
  advisors fees that they incurred with reference to the execution and
  delivery of this Agreement and/or the consummation of the
  transactions contemplated herein. 
  
              (i)  Seller and Purchaser expressly understand and
  agree that: (A) all costs and expenses incurred prior to the Closing
  Date in connection with ownership, management, leasing  or
  maintenance of the Property shall be paid by Seller and Purchaser
  shall have no liability therefor; and (B) all costs and expenses
  incurred on or after the Closing Date in connection with ownership,
  management, leasing or maintenance of the Property shall be paid by
  Purchaser and Seller shall have no liability therefor.  
  
              (j)  Seller agrees to maintain its liability insurance
  in full force and effect until the Closing Date.  Provided, however,
  that nothing contained in Subsection 8(i) or this Subsection 8(j)
  shall be construed as an assumption by Purchaser, or indemnification
  of Seller by Purchaser, regarding actions of Sellers, its agents or
  employees pertaining to the Property and occurring prior to the
  Closing Date.  The provisions of this Subsection 8(j) shall survive
  closing of title and delivery of the deed hereunder. 
  
              (k)  Delivery of the payments required under this
  Section, the executed deed of conveyance and all other documents and
  instruments required to be delivered by either party to the other by
  the terms of this Agreement shall be deemed to be a good and
  sufficient tender of performance of the terms hereof.
  
              (l)  Seller and Purchaser each agree to use their best
  efforts to comply with all conditions to be complied with by them
  under this Agreement, to take all other action necessary to complete
  the transactions contemplated by this Agreement, to cause the
  purchase and sale of the Property to be consummated with all
  reasonable dispatch and to refrain from any action that is
  inconsistent with that result.
  
        9.    Casualty/Condemnation.
  
              (a)  If prior to settlement the Property shall be
  damaged by fire or other casualty, then (except as hereinafter
  provided) Seller shall cause such damage to be repaired with all
  reasonable diligence, at Seller's expense, and closing under this
  Agreement shall be deferred until the 1st day of the month next
  following completion of such repairs; provided, however, that if, in
  the judgment of Seller, the cost of repairing such damage will
  exceed Fifty Thousand Dollars ($50,000) (based on estimates of at
  least two (2) contractors promptly retained by Seller after such
  casualty), then Seller may elect (by written notice to Purchaser
  within ten (10) business days of Seller's determination of the cost
  of repairing such damage) not to make such repairs, in which case
  Purchaser, at its election (to be exercised by written notice to
  Seller within ten (10) business days of receipt of Seller's notice
  not to repair) may terminate this Agreement (which termination shall
  be considered without fault of either party for purposes of Section
  10).  If Purchaser does not elect to terminate this Agreement within
  said ten (10) day period, then Purchaser shall close under this
  Agreement, taking the damaged building in the damaged condition and
  an assignment of any insurance proceeds theretofore received as to
  the casualty and/or not yet paid.  In the event Seller is required
  or elects to perform repairs and such repairs are not substantially
  completed within one hundred eighty (180) days after the date on
  which the building is damaged, then Purchaser may, at its option,
  deliver written notice to Seller of its intention to terminate this
  Agreement not less than fifteen (15) days prior to the proposed
  termination date.  If Seller is still unable to substantially
  complete the repairs within such notice period, then Purchaser may
  terminate this Agreement by written notice to Seller (which
  termination shall be considered without fault of either party for
  purposes of Section 9).  Furthermore, at any time prior to
  completion of such repairs, Purchaser may, upon written notice to
  Seller, proceed to closing, taking the damaged building and an
  assignment of any insurance proceeds theretofore received and/or not
  yet paid to Seller.  The Closing Date shall be fifteen (15) days
  after such written notice to Seller.  The provisions of Section 4
  hereof, including specifically but without limitation, the
  provisions of Subsection 4(b) shall apply.
  
              (b)  Seller now carries fire and extended coverage
  insurance policies on the Property; and Seller agrees that between
  the date hereof and the Closing Date Seller will continue to keep
  such insurance in force and effect.
  
              (c)  If prior to the Closing Date title of all or any
  material portion of the Property is taken by eminent domain, either
  party may, by written notice to the other, terminate this Agreement
  prior to the Closing Date (which termination shall be considered
  without fault of either party for purposes of Section 10); otherwise
  this Agreement shall remain in full force and effect, and, at
  closing, Seller shall assign, transfer, and set over to Purchaser
  all of Seller's right, title and interest in and to any awards that
  may be made for such taking.  Seller shall promptly notify Purchaser
  if Seller receives notice of commencement of any eminent domain
  proceedings as to any material portion of the Property.
  
        10.   Termination/Default.
  
              (a)  If Seller shall fail to materially perform any of
  the covenants or agreements to be performed by it under this
  Agreement on or before the Closing Date, which failure excuses
  Purchaser from performance, Purchaser shall have as its sole and
  exclusive right and remedy, the right to terminate this Agreement by
  giving written notice to Seller.  If Purchaser exercises its right
  of termination, then the Deposit together with accrued interest
  thereon shall be returned to Purchaser, and Purchaser shall be
  entitled, as its agreed damages, its actual losses incurred in
  connection with said breach or failure to perform by Seller, which
  damages (including any and all costs, expenses and fees) shall not
  exceed, in the aggregate, the sum of One Hundred Thousand and no/100
  Dollars ($100,000.00); whereupon this Agreement shall be null and
  void, and neither party shall have any further liability hereunder. 
  Purchaser shall not have any right to compel Seller, by suit for
  specific performance, to settle on the transaction hereby
  contemplated (and Seller shall be entitled to list, market, sell,
  transfer and convey the property to any other party), unless and
  until the Purchaser can establish, by final judgment in legal
  proceedings before a Court of competent jurisdiction and to the
  degree of certainty applicable in civil fraud claims, that Seller:
  (i) solicited, entered into negotiations with, or received a written
  offer from, another potential purchaser of the Property prior to
  terminating this Agreement and that said third party subsequently
  purchased the Property; or (ii) voluntarily created a  Quantifiable
  Title Defect with respect to the Property and thereafter failed to
  correct same, in breach of Seller's duties under Section 6(d) of
  this Agreement.
  
              (b)  If Purchaser shall fail to materially perform any
  of the covenants or agreements to be performed by it under this
  Agreement on or before the Closing Date, which failure excuses
  Seller from performance, Seller shall have as its sole and exclusive
  right and remedy, the right to terminate this Agreement by giving
  written notice to Purchaser.  If Seller exercises its right of
  termination, then the Deposit together with accrued interest
  thereon, shall be forfeited to Seller as fixed, agreed, and
  liquidated damages for Purchaser's breach, whereupon this Agreement
  shall be null and void, and neither party shall have any further
  liability hereunder.                   
  
              (c)  If the transaction hereby contemplated is not
  consummated without fault of either party, then the Deposit and
  accrued interest shall be refunded to Purchaser, whereupon this
  Agreement shall be null and void, and neither party shall have any
  further liability hereunder. 
  
        11.   Brokers.
  
        Seller and Purchaser represent and warrant to each other that
  Julien J. Studley, Inc., and Demetriou Realty, Inc., are the only
  brokers employed by either of them in connection with this Agreement
  and the transaction contemplated by this Agreement.  Seller has
  agreed, pursuant to a separate agreement, to pay said brokers a
  commission with respect to services rendered in connection with this
  transaction.  Except as aforesaid, Seller and Purchaser represent
  and warrant to each other that they have not authorized any broker
  or agent to act on its behalf in this transaction or in carrying out
  the negotiations relating to this Agreement, and Purchaser and
  Seller agree to indemnify and hold harmless the other from and
  against any claim for brokerage or other commission relating to this
  Agreement arising by reason of a breach of the representation and
  warranty contained herein.  The provisions of this paragraph shall
  survive the closing of title and the delivery of the deed hereunder.
  
        12.   Confidentiality.
  
        In addition to the foregoing (and not in derogation thereof),
  the parties acknowledge and agree that a Confidentiality Agreement
  dated December 15, 1995, was executed by Purchaser's broker with
  respect to his transaction (the "Confidentiality Agreement"), a copy
  of which is attached hereto as Exhibit "K", and the terms of which
  are incorporated herein by reference.  Purchaser hereby acknowledges
  and agrees to be fully bound under such Confidentiality Agreement
  and responsible for all liabilities and obligations thereunder as if
  Purchaser were the "Purchaser" defined in such Confidentiality
  Agreement and that the provisions of paragraph 3 of the
  Confidentiality Agreement shall survive the closing of title and the
  delivery of the deed hereunder. 
  
        13.   Miscellaneous Provisions.
  
              (a)  This Agreement, which includes the Confidentiality
  Agreement, contains the entire agreement between the parties
  relating to the Property; all prior negotiations, understandings and
  agreements between the parties are merged in this Agreement and
  there are no promises, understandings, agreements, conditions,
  undertakings, warranties or representations, oral or written,
  express or implied, between them other than as herein set forth; and
  this Agreement has been entered into by Purchaser after full
  investigation.  No change or modification of this Agreement shall be
  valid unless the same is in writing and signed by the parties
  hereto.  No waiver of any of the provisions of this Agreement and
  other agreements referred to herein shall be valid unless in writing
  and signed by the party against whom it is sought to be enforced. 
  The provisions of this paragraph shall survive the closing of title
  and delivery of the deed hereunder.
  
              (b)  This Agreement shall be binding upon, and inure to
  the benefit of and be enforceable by, the respective personal
  representatives, heirs, successors and assigns or other legal
  representatives of the parties hereto.  Neither party may assign its
  rights hereunder without the prior written consent of the other
  party; provided, however the Purchaser shall be entitled to acquire
  title to the Property from Seller in the name of a limited liability
  company, corporation or similar entity controlled and owned in the
  majority by Purchaser.
  
              (c)  Any notice or document required or permitted to be
  delivered hereunder shall be deemed to be delivered (i) when
  delivered personally or (ii) when sent by recognized overnight
  carrier, in either case with a copy by facsimile with confirmation
  copy, addressed to the parties hereto at the respective addresses
  and facsimile numbers set out below, or at such other address or
  facsimile number as they have previously specified by written notice
  delivered in accordance herewith.  Notices hereunder shall be deemed
  received on the date of actual receipt or refusal of receipt.
  
        If to Seller, at:
              1718 Connecticut Ltd.
              c/o Dean Witter Realty, Inc.
              Two World Trade Center 
              Sixty-fourth Floor
              New York, NY  10048
              Attention: James M. Thomson
              Facsimile No. (212) 392-3123
                   With a copy to:
              Michael R. McAdoo, Esquire
              King & Nordlinger, L.L.P.
              1000 Connecticut Avenue
              Suite 311
              Washington, D.C.  20036 
              Facsimile No. (202) 775-0513
  
        If to Purchaser, at:
              Vasilios Papadopoulos
              c/o Nicholas Papadopoulos
              1230 23rd Street, N.W.
              Apartment 711
              Washington, D.C.  20037
              Facsimile No. 202-223-4898
                   With a copy to:
              David E. Weisman, Esquire
              Mayer, Faller, Weisman and Rosenberg, P.C.
              440 Jenifer Street, N.W.
              Suite 380
              Washington, D.C.  20015
              Facsimile No. (202) 362-9818
  
              (d)  The headings and captions contained in this
  Agreement are solely for convenience of reference and shall not
  affect its interpretation.
  
              (e)  This Agreement shall be governed by, and construed
  in accordance with, the laws of the District of Columbia.
  <PAGE>
       IN WITNESS WHEREOF, the parties have duly executed this
  Agreement as of the day and year first above stated.
  
  WITNESS/ATTEST:  SELLER:
  
                                         1718 CONNECTICUT LTD.
  
                                         By:  Dean Witter Realty
                                         Income Partnership I, L.P.,
                                         General Partner
  
                                         By:  Dean Witter Realty
                                         Income Properties I, Inc.,
                                         Managing General Partner
  
  
  
  
   /s/William J. O'Shaughnessy, Jr.      By:/s/Matthew M. Horgan
   William J. O'Shaughnessy, Jr.            Matthew M. Horgan
   Assistant Secretary                      its Vice President
                                           
  
                                         PURCHASER:
  
  
  
  /s/Nicholis B. Papadopoulos            /s/Vasilios Papadopoulos
                                         Vasilios Papadopoulos
  
  
  List of Exhibits:
  
  
  Exhibit A    -  Legal Description
  Exhibit B    -  Personalty Included in Sale
  Exhibit C    -  Copy of Escrow Agreement 
  Exhibit D    -  Permitted Exceptions
  Exhibit E    -  Service Contracts
  Exhibit F    -  Purchaser's Property Reports
  Exhibit G    -  Rent Roll
  Exhibit H    -  Leasing Commissions
  Exhibit I    -  Environmental Exceptions
  Exhibit J    -  Form of Tenant Estoppel Certificate
  Exhibit K    -  Confidentiality Agreement
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 58368}]
metadata_filer: {"company-data": {"conformed-name": "WITTER DEAN REALTY INCOME PARTNERSHIP I LP", "cik": "0000726315", "assigned-sic": "6500", "irs-number": "133174553", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13260", "film-number": "96592223"}, "business-address": {"street1": "2 WORLD TRADE CENTER", "street2": "46TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10048", "phone": "2123921054"}, "mail-address": {"street1": "TWO WORLD TRADE CENTER", "street2": "46TH BFLOOR", "city": "NEW YORK", "state": "NY", "zip": "10048"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                                                 
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                          Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934
  
                                                 
  
  Date of Report (Date of earliest event reported)    June 24, 1996            
  
                   DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
              (Exact name of registrant as specified in its charter)
  
            Delaware                      0-13260                13-3174553    
  (State or other jurisdiction          (Commission          (I.R.S. Employer  
      of incorporation)                 File Number)        Identification No.)
  
    Two World Trade Center, New York, New York                    10048        
     (Address of principal executive offices)                  (Zip Code)      
  
  Registrant's telephone number, including area code             (212) 392-1054
  
                                                                               
           (Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
       In May 1996, 1718 Connecticut Ltd. (in which the Partnership owns a
  99.9% General Partnership interest) entered into an agreement with Vasilios
  Papadopoulos, an unaffiliated party, to sell the land and building which
  comprise the 1718 Connecticut Avenue property for a negotiated sale price
  of $5,438,000.  
  
       The closing of the sale took place on June 24, 1996.  The purchase
  price was paid in cash at closing.
  Item 7.  Financial Statements and Exhibits
  
  (b)  Pro Forma Financial Information
  
       (1)   Pro Forma Balance Sheet as of October 31, 1995.
  
       (2)   Pro Forma Statements of Operations for the year ended October
             31, 1995 and the six months ended April 30, 1996.
  
  (c)  Exhibits
  
       (1)   Purchase Agreement, dated May 31, 1996, with respect to the sale
             of the 1718 Connecticut Avenue property.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                              DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P.
  
                      By:  Dean Witter Realty Income Properties I Inc.
                           Managing General Partner
  
                      By:  /s/E. Davisson Hardman, Jr.                          
                           E. Davisson Hardman, Jr.
                           President                   
                                                  
  
  Date:  July 9, 1996
  Dean Witter Realty Income Partnership I, L.P.
                       Pro Forma Consolidated Balance Sheet
                               As of April 30, 1996
  
  The following unaudited pro forma balance sheet has been presented as if the
  1718 Connecticut Avenue property was sold as of April 30, 1996.  The pro forma
  adjustments reflect a) the cash proceeds from the sale; b) the elimination of
  the net carrying value of the property from real estate held for sale and the
  elimination of other assets and liabilities relating to the property
  sold; c) and repayment of the Loan from affiliate.
  Pro Forma 
                                  Historical     Adjustments       Pro Forma
  
  ASSETS
  Real estate
    Land                        $ 10,367,200           -        $ 10,367,200
    Building and building
      improvements                42,495,649           -          42,495,649
                                  52,862,849           -          52,862,849
    Accumulated depreciation      21,860,876           -          21,860,876
                                  31,001,973           -          31,001,973
  
    Real estate held for sale      4,319,478     (4,319,478)           -    
  
    Investment in joint venture    8,390,596           -           8,390,596
  
    Cash and cash equivalents      3,999,218      1,018,665        5,017,883
  
    Other assets                   1,803,583       (139,302)       1,664,281
                                $ 49,514,848   $ (3,440,115)    $ 46,074,733
  
  LIABILITIES AND PARTNERS' CAPTIAL
  
    Accounts payable and other 
      liabilities               $    752,488   $    (68,980)    $    683,508
    
    Loan from affiliate            4,032,527     (4,032,527)            -   
  
    Deferred distributions         2,467,674           -           2,467,674
                                   7,252,689     (4,101,507)       3,151,182
  
      Total partner's captial     42,262,159        661,392       42,923,551
  
                                $ 49,514,848   $ (3,440,115)    $ 46,074,733
  
  /TABLE
  Dean Witter Realty Income Partnership I, L.P.
                    Pro Forma Consolidated Statement of Income
                        For the year ended October 31, 1995
  
  The following unaudited pro forma consolidated statement of operations has
  been presented as if the 1718 Connecticut Avenue property was sold as of
  November 1, 1994.  The pro forma adjustments reflect the elimination of
  rental and other revenues, property operating expenses and
  depreciation expense relating to the property sold.  The pro forma
  adjustments do not reflect the Partnership's non recurring gain on the sale
  of the property.
  Pro Forma 
                             Historical     Adjustments       Pro Forma
  Revenues:
  
    Rental                 $  7,110,106    $  (975,970)    $  6,134,136
    Equity in earnings of 
     joint venture              474,263           -             474,263
    Interest and other          416,197         (9,398)         406,799
                              8,000,566       (985,368)       7,015,198
  Expenses:
  
    Property operating        2,963,316       (288,375)       2,674,941
    Interest                    342,221           -             342,221
    Depreciation              2,534,549       (291,220)       2,243,329
    Amortization                219,225           -             219,225
    General and administrative  406,118           -             406,118
                              6,465,429       (579,595)       5,885,834
  
  Net income               $  1,535,137    $  (405,773)    $  1,129,364
  
  Net income per
    Unit of Limited
    Partnership interest   $      14.89    $     (3.93)    $      10.96
  
  /TABLE
  Dean Witter Realty Income Partnership I, L.P.
                    Pro Forma Consolidated Statement of Operations
                          Six months ended April 30, 1996
  
  The following unaudited pro forma consolidated statement of operations has
  been presented as if the 1718 Connecticut Avenue property was sold as of
  November 1, 1995.  The pro forma adjustments reflect the elimination of
  rental and other revenues, property operating expenses and depreciation
  expense relating to the property sold.  The pro forma adjustments do not
  reflect the Partnership's nonrecurring gain on the sale of the property.
  Pro Forma 
                             Historical     Adjustments       Pro Forma
  (c>
  Revenues:
  
    Rental                $  3,639,941     $  (500,179)   $  3,139,762 
    Equity in earnings of 
     joint venture             305,105            -            305,105 
    Interest and other         108,761          (1,709)        107,052 
                             4,053,807        (501,888)      3,551,919 
  Expenses:
  
    Property operating       1,573,993        (174,631)      1,399,362 
    Interest                   171,856           -             171,856 
    Depreciation             1,008,090        (153,943)        854,147 
    Amortization                84,406            -             84,406 
    General and administrative  189,533           -            189,533 
    Losses on impairment of
      real estate            8,510,000      (1,742,000)      6,768,000 
                            11,537,878      (2,070,574)      9,467,304 
  
  Net loss               $  (7,484,071)    $ 1,568,686    $ (5,915,385)
  
  Net loss per
    Unit of Limited
    Partnership interest  $     (72.60)    $     15.22    $     (57.38)
  
  /TABLE
  Exhibit Index for Dean Witter Realty Income Partnership I, L.P.
  
  Exhibit                 Description                        Sequential
   No                                                          Page No.
                                                                       
  
  (2)               Purchase Agreement dated May 31,
                    1996 with respect to the sale of
                    the 1718 Connecticut Avenue property.
  PURCHASE AGREEMENT
  
        THIS AGREEMENT is made and entered into this 31st day of May,
  1996, by and between 1718 CONNECTICUT LTD., a District of Columbia
  Limited Partnership ("Seller"), and Vasilios Papadopoulos
  ("Purchaser").
  
                               RECITALS
  
        R-1.  Seller is the owner of certain real property situated in
  the District of Columbia and more fully described on Exhibit "A"
  attached hereto, together with the improvements located thereon,
  known as 1718 Connecticut Avenue (the "Real Property").
  
        R-2.  Seller has agreed to sell to Purchaser, and Purchaser
  has agreed to purchase from Seller, the Real Property, together with
  Seller's personalty located thereat or thereon and used by it in
  connection with the ownership, management and operation of the Real
  Property (the "Personalty"), including the furniture, furnishings,
  fixtures, equipment and other tangible assets owned by Seller listed
  on Exhibit B attached hereto.  The Real Property and the Personal
  Property are hereinafter referred to as the "Property".
  
        NOW THEREFORE, in consideration of the mutual promises
  hereinafter set forth and of other good and valuable consideration,
  the receipt and sufficiency of which are hereby acknowledged, the
  parties agree as follows:
  
        1.    Purchase and Sale of Property.
  
        On the Closing Date (as defined in Section 7 hereof), and
  subject to the terms and conditions set forth in this Agreement,
  Seller agrees to sell, assign, transfer and deliver to Purchaser,
  and Purchaser agrees to purchase, acquire and accept from Seller,
  the Property.  It is specifically understood and agreed that the
  Property shall not include any trade fixtures, equipment or other
  personalty belonging to tenants of the Real Property and items of
  personalty belonging to Seller which are not used in connection with
  the management, or operation of the Real Property and located
  thereat or thereon.
  
        2.    Purchase Price and Terms of Payment.
  
              (a)  The purchase price of the Property shall be Five
  Million Four Hundred Thirty Eight Thousand and no/100 Dollars
  ($5,438,000.00) (the "Purchase Price").
  
              (b)  The Purchase Price of the Property shall be paid
  as follows:
                   (1)  A deposit of One Hundred Thousand and no/100
  Dollars ($100,000.00) has heretofore been paid by Purchaser to
  Commercial Settlements, Inc., (the "Escrow Agent"), and an
  additional deposit of One Hundred Thousand and no/100 Dollars
  ($100,000.00) is being paid upon the execution of this Agreement by
  a check, subject to collection, or by wire transfer of federal funds
  to the Escrow Agent, payable to the order of Escrow Agent.  The
  aggregate deposit, in the amount of Two Hundred Thousand and no/100
  Dollars ($200,000.00), is hereinafter referred to as the "Deposit". 
  The Deposit shall be held, pursuant to an Escrow Agreement (a copy
  of which is attached hereto as Exhibit "C") and the terms hereof, by
  the Escrow Agent in an interest bearing escrow account until the
  closing of the purchase and sale of the Property.  The Deposit,
  including
  accrued interest thereon, shall be applied to the cash payment
  required to be
  paid to Seller on the Closing Date.  If the transaction hereby
  contemplated is not consummated, the Deposit, including accrued
  interest thereon, shall be disbursed in accordance with Section 8 or
  10, as the case may be.
  
                   (2)  The balance of the Purchase Price (that is,
  the Purchase price reduced by the amount of the Deposit and accrued
  interest thereon) shall be paid to Seller on the Closing Date, by
  wire transfer of federal funds as Seller may direct in writing.   
  
        3.    Purchaser Financing.
  
        (a)   Purchaser shall have thirty (30) days from the date
  hereof to obtain a firm, written commitment from the Riggs National
  Bank of Washington, D.C., to provide funding for a portion of the
  Purchase Price not to exceed Three Million Five Hundred Thousand and
  no/100 Dollars ($3,500,000.00), providing an amortization schedule
  of no less than 25 years and upon such other terms as are
  commercially and readily available from such Bank (including an
  initial term no longer than five (5) years from the date of
  Closing), to be secured by a first deed of trust upon the Property. 
  Purchaser shall promptly provide Seller with written evidence that:
  (i) it has initiated the financing commitment within five (5) days
  hereof; and (ii) it is diligently pursuing the financing commitment. 
  Seller shall also provide Seller with a copy of the commitment once
  obtained.  Purchaser shall pay all costs and expenses incurred by
  Purchaser in connection with, or related to, obtaining the aforesaid
  loan, and Seller shall not be liable for any such costs or expenses.
  
        (b)   In the event that Purchaser is unable to obtain a
  commitment as above-described within the thirty (30) day period,
  this Agreement shall be rendered null and void ab initio, except
  that Purchaser shall receive a prompt refund of his deposit plus
  accrued interest.  Unless Purchaser notifies Seller on or before
  expiration of said thirty (30) day period that Purchaser has been
  unable to obtain said commitment, then, upon expiration of said
  thirty (30) period, this Agreement and Purchaser's obligations
  hereunder shall no longer be conditioned upon obtaining said
  commitment, or otherwise having sufficient funds to pay the Purchase
  Price at Closing.
        4.    Representations and Warranties of Seller (and
              Limitations Thereon).
  
              (a)  Seller represents and warrants to Purchaser, which
  warranties and representations shall be true and correct as of the
  date hereof and at the Closing, as follows:
  
                   (1)  Seller is a limited partnership formed under
  the laws of the District of Columbia.  It has full authority to
  enter into this Agreement; and this Agreement is legally binding on,
  and enforceable against, Seller in accordance with its terms. 
  Seller does not need the consent of any other party to enter into
  this Agreement and/or to consummate the transactions required of it
  hereunder.  The execution and delivery of this Agreement and the
  consummation of the transactions contemplated herein will not
  violate any agreement or understanding to which Seller is bound,
  including without limitation, its articles or other documents of
  formation or any document or agreement effectuating its operations
  or governance.
  
                   (2)  Seller is the owner of the fee simple title
  to the Property.  Seller's title to the Property is marketable and
  good of record and in fact, subject only to the matters set forth on
  Exhibit "D" attached hereto (the "Permitted Exceptions").
  
                   (3)  The service contracts described on Exhibit
  "E" attached hereto (the "Service Contracts") are the only such
  contracts affecting the Property as of the date hereof, and true
  correct and complete copies of the Service Contracts have been
  provided to Purchaser on or before the date of execution and
  delivery of this Agreement.  Except for periodic payments currently
  due which are to be adjusted at Closing, Seller is not in default in
  the performance of any obligation, act or duty to be performed or
  observed by it in accordance with the terms of any Service Contract,
  and there is no fact, event or condition that with the passage of
  time or giving of notice or both would constitute a default by
  Seller.    
  
        The representations in this Section 4(a) shall survive Closing
  for a period of six (6) months, and then shall expire; provided,
  however, that the foregoing shall not affect the warranties
  contained in the deed of conveyance, or Seller's liability pursuant
  to Section 4(c)(3) for fraudulent misrepresentations, both of which
  shall survive Closing.
  
              (b)  Seller represents and warrants to Purchaser that,
  as of the date hereof, to the actual knowledge of Seller:
  
                   (1)  With the exception of any defects identified
  or noted on those reports concerning the condition of the Property,
  listed on Exhibit F attached hereto, there are no material defects
  in the Property not previously disclosed to Purchaser (whether by
  Seller or through Purchaser's own investigation or otherwise) nor
  apparent based on visual inspection.  The foregoing representation
  is subject to, and limited by, all matters set forth in Subsection
  4(d)(1) below.
  
                   (2)  Seller has received no outstanding notice or
  order of any governmental authority having jurisdiction over the
  Property not fully and duly complied with affecting the condition,
  use, ownership, or operation of any part of the Property, or
  requiring, as of the date hereof or in the future, any repairs,
  renovations, alterations, additions or improvements thereto.
  
                   (3)  There are no condemnation or eminent domain
  proceedings pending or contemplated against the Property or any part
  thereof, and Seller has received no written notice of the desire of
  any public authority or other entity to take or use the Property or
  any part thereof.
  
                   (4)  Seller is the sole owner of good and
  marketable title to all of the Personal Property listed on Exhibit
  B, free and clear of all Encumbrances other than those Encumbrances
  enumerated on Exhibit D attached hereto.  All of the tangible
  Personal Property shall be maintained through the Closing Date in a
  state of good repair, normal wear and tear and casualty excepted.
  
                   (5)  As of the date hereof, the Property is
  subject to no written leases between Seller and any tenant, except
  as set forth on the rent roll attached hereto as Exhibit G (the
  "Leases").  Except as otherwise set forth on Exhibit G, all of said
  Leases are in full force and effect as of the date hereof.  Exhibit
  G provides the date of each Lease, including all amendments,
  supplements to or modifications of any lease.  No person is, or
  prior to Closing will be, occupying any portion of the Property for
  residential purposes.  Except as specifically set forth in each
  Lease, there are no concessions to any tenant and there have been no
  claims asserted by any tenant for offsets against rent, or any other
  monetary claim made against Seller as landlord.
  
        On or before the date hereof, Seller has provided Purchaser
  with true, correct and complete copies of all the Leases, including
  all amendments, modifications or changes thereto.  Except as
  otherwise disclosed on Exhibit G, each Lease is in full force and
  effect in accordance with its terms, and there is no modification,
  amendment, supplement, change or understanding with reference to any
  Lease.  The Seller is not in default in the performance of any
  obligation, act or duty to be performed or observed by it in
  accordance with the terms of any Lease, and there is no fact, event
  or condition that with the passage of time or giving of notice or
  both would constitute a default by Seller.  Except as otherwise
  disclosed on Exhibit G, no tenant is in default in the performance
  of any obligation, act or duty to be performed or observed by it in
  accordance with the terms of its applicable Lease, and there is no
  fact, event or condition that with the passage of time or giving of
  notice or both would constitute a default by a tenant with reference
  to its particular lease.  Except as otherwise disclosed on Exhibit
  G, no tenant has notified Seller that it intends or desires to
  terminate or modify any Lease or that it intends or may file any
  proceedings in bankruptcy or any creditor rights to avoid or delay
  the payment of its debts.
  
                   (6)  No leasing or other commissions or fees are
  due in connection with the leasing of the Property other than
  commissions or fees set forth in Exhibit H attached hereto.
  
                   (7)  There are no actions, suits, claims,
  arbitrations, proceedings, orders, judgments or investigations
  pending or threatened in writing against or affecting Seller, the
  Property or the operation thereof, or which questions the validity
  of this Agreement or any action taken or to be taken in, under or in
  connection with any of the provisions of this Agreement, at law or
  in equity, or before or by any federal, state, municipal or other
  governmental department, commission, board, bureau, agency or
  instrumentality.
  
                   (8)  For the purposes of this Agreement,
  "Hazardous Materials" means any of the following: asbestos-
  containing materials, polychlorinated biphenyls (PCBs), flammable
  materials, explosives, radioactive materials, petroleum products and
  any materials, wastes, substances, or chemicals that are deemed
  hazardous, toxic, a pollutant or a contaminant under the
  Comprehensive Environmental Response, Compensation, and Liability
  Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the
  Hazardous Materials Transportation Act as amended (49 U.S.C. Section
  1801, et seq.), the Resource Conservation and Recovery Act of 1976,
  as amended (42 U.S.C. Section 6901, et seq.), in the regulations
  adopted or publications promulgated pursuant thereto, or in any
  other applicable federal, state or local laws, ordinances, rules or
  regulations in effect on the Closing Date relating to the protection
  of public health, safety or the environment.
  
        Except as set forth on Exhibit I attached hereto, Seller has
  not used, stored, disposed of or released, and no other party
  including any tenant, has used, stored, disposed of or released, any
  Hazardous Materials in, on or about the Property in a manner which
  would result in any material liability to Purchaser or in derogation
  of law.
  
                   (9)  In the event that Seller becomes aware of a
  fact, event or condition which fact, event or condition makes or
  renders any representation or warranty untrue or incorrect, Seller
  shall, within two (2) business days after becoming aware of such
  fact, event or condition, notify Purchaser in writing of such fact,
  event or condition.
  
                   (10)  The representations and warranties in
  Subsections 4(b)(2)(4)(5)(6)(7) and (8) shall also be true and
  correct at the Closing.  Provided, however, that if Seller is
  unable, in good faith, to make any of such warranties or
  representations as of the Closing and so notifies Purchaser in
  writing at or before Closing, then the facts or circumstances giving
  rise to Seller's inability to make the warranty or representation as
  of Closing shall be construed as, and considered to be, a
  Nonquantifiable Title Defect (whether or not such fact or
  circumstance is, in fact, quantifiable), and shall be addressed
  pursuant to, and governed by, Section 6(d) of this Agreement.
  
              (c)  It is expressly understood and agreed that:
  
                   (1)  Purchaser has fully examined the Property,
  and is familiar and satisfied with the content and condition
  thereof.  Purchaser has also fully reviewed, and is familiar and
  satisfied with, all leases, title policies, environmental
  assessments, architectural and engineering plans, service and
  maintenance contracts, books, records, and financial statements
  relating to the condition, maintenance, operations, title or
  finances of the Property.  Except as expressly and specifically set
  forth herein, or in any schedule or exhibit hereto or document
  referenced in this Agreement and provided to Purchaser, Seller has
  not made and does not make any warranties or representations as to
  the condition, management, maintenance, rents, leases, income,
  expenses, operations, value of the Property, title, adequacy or
  fitness for use of any equipment, validity of any contracts relating
  to the Property or compliance of any parties thereto, or any other
  matter or thing affecting or related to the Property or this
  transaction that might be pertinent in considering the purchase of
  the Property or entering into this Agreement; and Purchaser hereby
  expressly acknowledges that no such representations or warranties
  have been made.
  
        Purchaser hereby represents and warrants that all reports made
  by or on behalf of Purchaser concerning the physical and
  environmental condition of the Property are listed on Exhibit F
  attached hereto and that true, accurate and complete copies of all
  such reports have been delivered to Seller by Purchaser.  Purchaser
  further represents and warrants that it has no actual knowledge of
  any physical or environmental problems or defects at or in the
  Property with the exception of any problems or defects listed on
  Exhibit F.  
  
        Purchaser further acknowledges that it has thoroughly
  inspected the Property and agrees to take the Property "as is", in
  such condition as the same may be on the date hereof, provided that,
  Seller agrees that it shall maintain the Property in substantially
  the same condition as exists on the date hereof, subject to Section
  9 hereof and normal wear and tear excepted.  Seller shall have no
  obligation to perform any maintenance or repair in the premises of
  any tenant of the Property, unless (i) such maintenance or repair is
  an obligation of Seller as landlord under the leases for such
  premises, and (ii) the tenant (of any such premises) has given
  Seller written notice prior to the Closing Date that such
  maintenance or repair is needed, or as provided hereinbefore or
  pursuant to Section 7 hereinbelow.  Seller also agrees to provide
  Purchaser with monthly operating statements for the Property until
  the Closing Date.
  
                   (2)  Seller is not liable for or bound in any
  manner by any expressed or implied warranties, guaranties, promises,
  statements, representations or information pertaining to the
  Property, made or furnished by any person, including, but not
  limited to, any real estate broker, agent, employee, servant,
  architect, engineer, contractor or subcontractor or any other person
  representing or purporting to represent Seller, unless such
  warranties, guaranties, promises, statements, representations or
  information are expressly and specifically set forth herein.  The
  provisions of this paragraph shall survive the closing of title and
  delivery of the deed hereunder.
  
              (3)  The acceptance of a deed by Purchaser shall be
  deemed to be a full performance and discharge of every agreement and
  obligation on the part of Seller to be performed pursuant to the
  provisions of this Agreement, subject to the terms of Subsection
  4(a), 8(j) and Section 10 hereof.  Provided, however, that Seller
  shall remain liable to Purchaser for damages or liabilities incurred
  by Purchaser as a result of any material representation set forth in
  Subsections 4(a) and (b) above, which was known by Seller to have
  been materially false when made and which was fraudulently made to
  induce Purchaser to enter into and consummate this Agreement. 
  Except as otherwise specifically set forth in Subsection 4(a), this
  Subsection 4(c)(3), Subsection 8(j) and Section 10, no agreement,
  representation or warranty made herein by Seller shall survive the
  closing of title and the delivery of the deed hereunder.
  
        5.    Representations and Warranties of Purchaser.
  
        Purchaser represents and warrants to Seller as follows: 
  
              (a)  Purchaser is a citizen of Greece, and a resident
  of Greece; and that any entity formed (or being formed) by Purchaser
  to acquire title to the Premises is, or will be at Closing, in good
  standing under the laws of the District of Columbia; and that any
  such entity is (or, when formed, will be) a single asset entity,
  controlled and owned in the majority by Purchaser.  Purchaser has
  full authority to enter into this Agreement, including, but without
  limitation, specific approval necessary under applicable law for
  Purchaser to enter into this Agreement and purchase the Property;
  and this Agreement is legally binding on, and enforceable against,
  Purchaser in accordance with its terms.
  
              (b)  Purchaser has sufficient funds available to
  purchase the Property, including, but not limited to, payment of all
  costs of closing described in paragraph 8.  Within ten (10) business
  days of execution of this Agreement, Purchaser shall provide Seller
  with reasonable documentation evidencing the availability and
  sufficiency of said funds.  Seller shall hold all such documentation
  in strict confidence, and shall not disclose such information
  without the prior written consent of Purchaser. 
  
        6.    Seller's Duties Prior to Closing.
  
        Between the date hereof and Closing:
  
              (a)  Seller reserves the right, between the date hereof
  and the Closing Date, to enter into, amend or terminate leases
  covering the Premises (or any portion thereof), in the ordinary
  course of business; provided, however, that Purchaser shall have the
  right to approve any new lease or lease termination, which approval
  shall not be unreasonably withheld, conditioned or delayed.  Seller
  further agrees to perform and observe all of its covenants, duties
  and obligations to be performed and/or observed by it pursuant to
  the terms of any Lease.  In the event Seller receives a notice from
  a tenant or provides a notice to a tenant, Seller shall provide
  Purchaser with a copy of said notice within two (2) business days of
  receipt or providing of the same as the case may be.
  
              (b)  In the event that any tenant under any lease
  defaults in the performance of any of its duties, covenants or
  obligations to be performed by it pursuant to the terms of the
  lease, including without limitation the payment of rent, Seller may
  take such actions as are commercially reasonable.  Provided,
  however, Seller may not agree to the termination of any lease or to
  any concessions which would cause any material loss to Purchaser,
  including without limitation delays in the payment of rent, without
  the prior written consent of Purchaser, which consent shall not be
  unreasonably withheld.  For purposes of this Subparagraph 5(b) the
  term "material loss" shall be construed to mean any loss exceeding
  Five Thousand and no/100 Dollars ($5,000.00) on an annualized basis.
  
              (c)  Seller agrees to use its reasonable best efforts
  to obtain and provide to Purchaser at the Closing Estoppel
  Certificates from each tenant of the Property, in form substantially
  as set forth in Exhibit K attached hereto.  Provided, however, that
  no tenant shall be required to provide in any such Estoppel
  Certificate any information it is not required to provide under
  terms of its Lease.  If any Tenant fails to provide an Estoppel
  Certificate, Seller shall have the right to substitute, and
  Purchaser shall accept, a Landlord Estoppel Certificate, executed by
  Seller and containing substantially equivalent information as the
  tenant Estoppel Certificate.
  
              (d) If Purchaser becomes aware of any title defect or
  encumbrance on the Real Property other than the Permitted Exceptions
  set forth on Exhibit D ("Title Defect"), then Purchaser shall,
  within five (5) business days of becoming aware of same, provide
  Seller with written notice of such Title Defect, together with a
  copy of any documents evidencing or concerning same. 
  
        If (i) the Title Defect is in the nature of a mechanic's or
  tax lien or other encumbrance reasonably quantifiable as a sum
  certain ("Quantifiable Title Defect"), or (ii) the Title Defect is
  not readily quantifiable as a sum certain ("Nonquantifiable Title
  Defect"), but the cost of correcting the Nonquantifiable Title
  Defect is less than or equal to Fifty Thousand and no/100 Dollars
  ($50,000.00), then Seller shall promptly proceed to correct such
  Title Defect (or obtain title insurance with respect to same), at
  its expense and to Purchaser's reasonable satisfaction, and the
  Closing Date shall be extended for a reasonable period to permit
  completion of the correction of such Title Defect.
  
        If the cost of correcting a Nonquantifiable Title Defect
  exceeds Fifty Thousand and no/100 Dollars ($50,000.00), then Seller
  shall have no obligation to correct such Nonquantifiable Title
  Defect, but shall (by written notice to Purchaser within ten (10)
  business days of its prompt determination of the cost of remedying
  such Title Defect) elect whether or not it will correct (or obtain
  title insurance with respect to) such Title Defect (it being agreed
  that Seller's failure to send such notice of election shall
  constitute Seller's election not to cure such Title Defect), and if
  Seller does elect to correct the Title Defect, the Closing Date
  shall be extended for a reasonable period to permit completion of
  the correction.  If Seller elects to correct (or obtain title
  insurance with respect to) such Title Defect and such correction
  would delay the Closing Date by more than sixty (60) days, then
  Purchaser shall have the option (upon delivery to Seller of its
  written notice within ten (10) business days of receipt of Seller's
  notice as to its intention to correct such Title Defect) to proceed
  to closing with such Title Defect uncorrected, with the Purchase
  Price to be reduced by Fifty Thousand and no/100 Dollars
  ($50,000.00).  Notwithstanding the foregoing, if Seller elects to
  correct such Title Defect, and if the time period necessary to
  complete the correction will, in the reasonable judgment of
  Purchaser's title insurance company, exceed one (1) year, then
  Purchaser may terminate this Agreement by written notice to Seller
  delivered within ten (10) business days of the determination of the
  cost and time necessary to cure the Title Defect.
  
        If Seller elects not to correct such Title Defect, then
  Purchaser may (by delivery of written notice to Seller within ten
  (10) business days of receipt of Seller's aforementioned election
  notice) elect to terminate this Agreement.  If Purchaser fails to
  make such election to terminate, the parties shall proceed to
  closing with such Title Defect uncorrected, except that the Purchase
  Price shall be reduced by Fifty Thousand and no/100 Dollars
  ($50,000.00).
  
        If either party elects to terminate this Agreement pursuant to
  this Subsection (d), such termination shall be considered, for
  purposes of Section 10, as being without fault of either party. 
  Purchaser's failure to provide Seller with the aforementioned ten
  (10) business days notice as to a Title Defect, or its election or
  agreement to proceed to closing with the Title Defect uncorrected,
  shall constitute a waiver of any rights Purchaser may have against
  Seller with respect to such Title Defect, either hereunder or
  otherwise, and this Agreement shall remain in full force and effect
  notwithstanding such Title Defect. 
  
        If the parties cannot agree, in good faith, as to whether the
  cost of correction of a Title Defect under this Subsection (d) shall
  exceed Fifty Thousand and no/100 Dollars ($50,000.00), for purposes
  only of exercising any rights or options available to either party
  under this Subsection (d), the cost of correction shall be deemed to
  be in excess of Fifty Thousand and no/100 Dollars ($50,000.00). 
  
        7.    Conditions Precedent to the Performance of Obligations
              Hereunder. 
  
              (a)  The obligations of Seller to sell the Property and
  to perform the other covenants and obligations to be performed by it
  on the Closing Date shall be subject to the condition (which may be
  waived, in writing, in whole or in part, by Seller) that Purchaser
  shall have materially performed all obligations and complied with
  all conditions required by this Agreement to be performed or
  complied with by it on or before the Closing Date, and that all
  representations and warranties of Purchaser hereunder are materially
  accurate as of the Closing Date.  
  
              (b)  The obligations of Purchaser to purchase the
  Property and to perform the other covenants and obligations to be
  performed by it on the Closing Date (or thereafter) shall be subject
  to the condition (which may be waived, in writing, in whole or in
  part, by Purchaser):
  
                   (i)  that Seller shall have materially performed
  all obligations and materially complied with all conditions required
  by this Agreement to be performed or complied with by it on or
  before the Closing Date;
  
                   (ii) that all representations and warranties of
  Seller hereunder are accurate as of the date hereof and, subject to
  Subsection 4(b)(10), as of the Closing Date;
  
                   (iii) the physical condition of the Property being
  substantially the same condition that existed as of the date hereof,
  normal wear and tear excepted;
  
                   (iv) Purchaser receiving the Estoppel Certificates
  referred to in Section 6(c) hereof.
  
        8.    Closing.
  
              (a)  The closing of the purchase and sale of the
  Property shall be held at the office designated by Purchaser and
  situated in the Washington, D.C., metropolitan area, or such other
  place as the parties may mutually agree, during normal business
  hours.  Closing shall occur within forty-five (45) days after
  execution of this Agreement, or (ii) June 28, 1996, time being of
  the essence.  The date of closing is referred to in this Agreement
  as the "Closing Date." 
  
              (b)  On the Closing Date, Seller shall: 
  
                     (i)  Execute, acknowledge and deliver to
  Purchaser a special warranty deed, in proper form for recording,
  conveying the Property to Purchaser in fee simple, free and clear of
  all liens, encumbrances, and other matters adversely affecting
  title, except the Permitted Exceptions and any other matters that
  have been waived by Purchaser.  
  
                     (ii)  Execute and deliver to Purchaser a bill or
  bills of sale as to all of the Personalty.
                     (iii)  Assign to Purchaser all of Seller's
  right, title and interest in, to and under all leases and parking
  agreements of any portion of the Property;
                     (iv)  Assign to Purchaser all of Seller's right,
  title and interest in, to and under any Service Contracts relating
  to the Property, which are either noncancellable by their terms or
  which Purchaser has agreed to assume in writing; and terminate all
  other Service Contracts, and provide Purchaser with proof of the
  same.
  
                     (v)  Assign and convey to Purchaser all of
  Seller's right, title and interest in and to all utility deposits,
  security deposits, and future rents.
  
                   (vi)  Deliver all the Estoppel Certificates
  referred to in Section 6(c) hereof;
  
              (c)  On the Closing Date, Purchaser shall deliver to
  Seller the payment required under Section 2, together with all
  adjustments, reimbursements and other payments due hereunder, by
  wire transfer of federal funds as Seller shall direct in writing.
  
              (d)  The following items of expense shall be adjusted
  as of midnight of the day immediately preceding the Closing Date:
  
                   (1)  Real estate and personal property taxes, if
  any, with respect to the Property.
                   (2)  Fuel, water and sewer service charges, and
  charges for gas, electricity, telephone and all other public
  utilities.  Seller shall be liable for and shall pay all utility
  bills for services provided before the Closing Date.  Purchaser
  shall be liable for and shall pay all utility bills for services
  provided on and after the Closing Date.
  
                   (3)  All costs and expenses of such Service
  Contracts being assigned to Purchaser. 
  
        The adjustments described in the foregoing subparagraphs shall
  be paid on the Closing Date, except that if the amount of any of the
  adjustments described in such subparagraphs cannot be determined on
  the Closing Date, a reasonably estimated amount of such adjustment
  shall be held in escrow by the Escrow Agent pursuant to the Escrow
  Agreement, and any such adjustment shall be paid as soon as
  reasonably practical after the Closing Date.  In making the
  adjustments required by this Subsection, Seller shall be given
  credit for all amounts prepaid as of the Closing Date with respect
  to any period after the Closing Date, and Seller shall be charged
  with any unpaid charges for the period prior to the Closing Date.
  
              (e)  The monthly rent payable by tenants under tenant
  leases and fees payable under parking agreements shall be adjusted
  as of midnight of the day immediately preceding the Closing Date,
  and any such rent and parking fees prepaid to Seller (including a
  pro rata portion of the rent and parking fees paid for the month in
  which the closing occurs) shall be paid or credited to Purchaser at
  closing.  Rent which is due but uncollected as of the Closing Date
  shall not be adjusted, but Purchaser shall cause the rent for the
  period prior to the Closing Date to be remitted to Seller if, as and
  when collected.  On the Closing Date, Seller shall deliver to
  Purchaser a schedule of all such past due but uncollected rent owed
  by tenants.  Purchaser agrees to cause the amount of such rental
  arrears to be included in the first bills thereafter submitted by
  Purchaser to such tenants after the Closing Date.  Purchaser further
  agrees to remit promptly to Seller any such arrears actually paid by
  such tenants to Purchaser.  
  
              (f)  At closing, Seller shall deliver to Purchaser a
  schedule of all security deposits held by Seller on the Closing Date
  which have been deposited by tenants including, but not limited to,
  security deposits paid by tenants who owe rent on the Closing Date. 
  Seller shall also deliver to Purchaser any interest which has
  actually accrued on security deposits as to which the Lease (or
  applicable law) requires interest to be accrued.  All such security
  deposits and interest so held by Seller shall be transferred and
  delivered to Purchaser and Purchaser shall give Seller a receipt
  therefor.
  
              (g)  At closing, Purchaser shall reimburse Seller for
  all utility deposits relating to the Property which can be
  transferred to Purchaser.
  
              (h)  Expenses of escrow examination of title, tax
  certificates, conveyancing, notary fees, recordation and other
  transfer taxes (except the D.C. Transfer Tax) and fees, and any
  other closing and recordation expenses, shall be paid by Purchaser. 
  Seller shall pay the D.C. Transfer Tax, due pursuant to D.C. Code,
  Title 47 (1981 ed.).  Each party agrees to pay its own attorney and
  advisors fees that they incurred with reference to the execution and
  delivery of this Agreement and/or the consummation of the
  transactions contemplated herein. 
  
              (i)  Seller and Purchaser expressly understand and
  agree that: (A) all costs and expenses incurred prior to the Closing
  Date in connection with ownership, management, leasing  or
  maintenance of the Property shall be paid by Seller and Purchaser
  shall have no liability therefor; and (B) all costs and expenses
  incurred on or after the Closing Date in connection with ownership,
  management, leasing or maintenance of the Property shall be paid by
  Purchaser and Seller shall have no liability therefor.  
  
              (j)  Seller agrees to maintain its liability insurance
  in full force and effect until the Closing Date.  Provided, however,
  that nothing contained in Subsection 8(i) or this Subsection 8(j)
  shall be construed as an assumption by Purchaser, or indemnification
  of Seller by Purchaser, regarding actions of Sellers, its agents or
  employees pertaining to the Property and occurring prior to the
  Closing Date.  The provisions of this Subsection 8(j) shall survive
  closing of title and delivery of the deed hereunder. 
  
              (k)  Delivery of the payments required under this
  Section, the executed deed of conveyance and all other documents and
  instruments required to be delivered by either party to the other by
  the terms of this Agreement shall be deemed to be a good and
  sufficient tender of performance of the terms hereof.
  
              (l)  Seller and Purchaser each agree to use their best
  efforts to comply with all conditions to be complied with by them
  under this Agreement, to take all other action necessary to complete
  the transactions contemplated by this Agreement, to cause the
  purchase and sale of the Property to be consummated with all
  reasonable dispatch and to refrain from any action that is
  inconsistent with that result.
  
        9.    Casualty/Condemnation.
  
              (a)  If prior to settlement the Property shall be
  damaged by fire or other casualty, then (except as hereinafter
  provided) Seller shall cause such damage to be repaired with all
  reasonable diligence, at Seller's expense, and closing under this
  Agreement shall be deferred until the 1st day of the month next
  following completion of such repairs; provided, however, that if, in
  the judgment of Seller, the cost of repairing such damage will
  exceed Fifty Thousand Dollars ($50,000) (based on estimates of at
  least two (2) contractors promptly retained by Seller after such
  casualty), then Seller may elect (by written notice to Purchaser
  within ten (10) business days of Seller's determination of the cost
  of repairing such damage) not to make such repairs, in which case
  Purchaser, at its election (to be exercised by written notice to
  Seller within ten (10) business days of receipt of Seller's notice
  not to repair) may terminate this Agreement (which termination shall
  be considered without fault of either party for purposes of Section
  10).  If Purchaser does not elect to terminate this Agreement within
  said ten (10) day period, then Purchaser shall close under this
  Agreement, taking the damaged building in the damaged condition and
  an assignment of any insurance proceeds theretofore received as to
  the casualty and/or not yet paid.  In the event Seller is required
  or elects to perform repairs and such repairs are not substantially
  completed within one hundred eighty (180) days after the date on
  which the building is damaged, then Purchaser may, at its option,
  deliver written notice to Seller of its intention to terminate this
  Agreement not less than fifteen (15) days prior to the proposed
  termination date.  If Seller is still unable to substantially
  complete the repairs within such notice period, then Purchaser may
  terminate this Agreement by written notice to Seller (which
  termination shall be considered without fault of either party for
  purposes of Section 9).  Furthermore, at any time prior to
  completion of such repairs, Purchaser may, upon written notice to
  Seller, proceed to closing, taking the damaged building and an
  assignment of any insurance proceeds theretofore received and/or not
  yet paid to Seller.  The Closing Date shall be fifteen (15) days
  after such written notice to Seller.  The provisions of Section 4
  hereof, including specifically but without limitation, the
  provisions of Subsection 4(b) shall apply.
  
              (b)  Seller now carries fire and extended coverage
  insurance policies on the Property; and Seller agrees that between
  the date hereof and the Closing Date Seller will continue to keep
  such insurance in force and effect.
  
              (c)  If prior to the Closing Date title of all or any
  material portion of the Property is taken by eminent domain, either
  party may, by written notice to the other, terminate this Agreement
  prior to the Closing Date (which termination shall be considered
  without fault of either party for purposes of Section 10); otherwise
  this Agreement shall remain in full force and effect, and, at
  closing, Seller shall assign, transfer, and set over to Purchaser
  all of Seller's right, title and interest in and to any awards that
  may be made for such taking.  Seller shall promptly notify Purchaser
  if Seller receives notice of commencement of any eminent domain
  proceedings as to any material portion of the Property.
  
        10.   Termination/Default.
  
              (a)  If Seller shall fail to materially perform any of
  the covenants or agreements to be performed by it under this
  Agreement on or before the Closing Date, which failure excuses
  Purchaser from performance, Purchaser shall have as its sole and
  exclusive right and remedy, the right to terminate this Agreement by
  giving written notice to Seller.  If Purchaser exercises its right
  of termination, then the Deposit together with accrued interest
  thereon shall be returned to Purchaser, and Purchaser shall be
  entitled, as its agreed damages, its actual losses incurred in
  connection with said breach or failure to perform by Seller, which
  damages (including any and all costs, expenses and fees) shall not
  exceed, in the aggregate, the sum of One Hundred Thousand and no/100
  Dollars ($100,000.00); whereupon this Agreement shall be null and
  void, and neither party shall have any further liability hereunder. 
  Purchaser shall not have any right to compel Seller, by suit for
  specific performance, to settle on the transaction hereby
  contemplated (and Seller shall be entitled to list, market, sell,
  transfer and convey the property to any other party), unless and
  until the Purchaser can establish, by final judgment in legal
  proceedings before a Court of competent jurisdiction and to the
  degree of certainty applicable in civil fraud claims, that Seller:
  (i) solicited, entered into negotiations with, or received a written
  offer from, another potential purchaser of the Property prior to
  terminating this Agreement and that said third party subsequently
  purchased the Property; or (ii) voluntarily created a  Quantifiable
  Title Defect with respect to the Property and thereafter failed to
  correct same, in breach of Seller's duties under Section 6(d) of
  this Agreement.
  
              (b)  If Purchaser shall fail to materially perform any
  of the covenants or agreements to be performed by it under this
  Agreement on or before the Closing Date, which failure excuses
  Seller from performance, Seller shall have as its sole and exclusive
  right and remedy, the right to terminate this Agreement by giving
  written notice to Purchaser.  If Seller exercises its right of
  termination, then the Deposit together with accrued interest
  thereon, shall be forfeited to Seller as fixed, agreed, and
  liquidated damages for Purchaser's breach, whereupon this Agreement
  shall be null and void, and neither party shall have any further
  liability hereunder.                   
  
              (c)  If the transaction hereby contemplated is not
  consummated without fault of either party, then the Deposit and
  accrued interest shall be refunded to Purchaser, whereupon this
  Agreement shall be null and void, and neither party shall have any
  further liability hereunder. 
  
        11.   Brokers.
  
        Seller and Purchaser represent and warrant to each other that
  Julien J. Studley, Inc., and Demetriou Realty, Inc., are the only
  brokers employed by either of them in connection with this Agreement
  and the transaction contemplated by this Agreement.  Seller has
  agreed, pursuant to a separate agreement, to pay said brokers a
  commission with respect to services rendered in connection with this
  transaction.  Except as aforesaid, Seller and Purchaser represent
  and warrant to each other that they have not authorized any broker
  or agent to act on its behalf in this transaction or in carrying out
  the negotiations relating to this Agreement, and Purchaser and
  Seller agree to indemnify and hold harmless the other from and
  against any claim for brokerage or other commission relating to this
  Agreement arising by reason of a breach of the representation and
  warranty contained herein.  The provisions of this paragraph shall
  survive the closing of title and the delivery of the deed hereunder.
  
        12.   Confidentiality.
  
        In addition to the foregoing (and not in derogation thereof),
  the parties acknowledge and agree that a Confidentiality Agreement
  dated December 15, 1995, was executed by Purchaser's broker with
  respect to his transaction (the "Confidentiality Agreement"), a copy
  of which is attached hereto as Exhibit "K", and the terms of which
  are incorporated herein by reference.  Purchaser hereby acknowledges
  and agrees to be fully bound under such Confidentiality Agreement
  and responsible for all liabilities and obligations thereunder as if
  Purchaser were the "Purchaser" defined in such Confidentiality
  Agreement and that the provisions of paragraph 3 of the
  Confidentiality Agreement shall survive the closing of title and the
  delivery of the deed hereunder. 
  
        13.   Miscellaneous Provisions.
  
              (a)  This Agreement, which includes the Confidentiality
  Agreement, contains the entire agreement between the parties
  relating to the Property; all prior negotiations, understandings and
  agreements between the parties are merged in this Agreement and
  there are no promises, understandings, agreements, conditions,
  undertakings, warranties or representations, oral or written,
  express or implied, between them other than as herein set forth; and
  this Agreement has been entered into by Purchaser after full
  investigation.  No change or modification of this Agreement shall be
  valid unless the same is in writing and signed by the parties
  hereto.  No waiver of any of the provisions of this Agreement and
  other agreements referred to herein shall be valid unless in writing
  and signed by the party against whom it is sought to be enforced. 
  The provisions of this paragraph shall survive the closing of title
  and delivery of the deed hereunder.
  
              (b)  This Agreement shall be binding upon, and inure to
  the benefit of and be enforceable by, the respective personal
  representatives, heirs, successors and assigns or other legal
  representatives of the parties hereto.  Neither party may assign its
  rights hereunder without the prior written consent of the other
  party; provided, however the Purchaser shall be entitled to acquire
  title to the Property from Seller in the name of a limited liability
  company, corporation or similar entity controlled and owned in the
  majority by Purchaser.
  
              (c)  Any notice or document required or permitted to be
  delivered hereunder shall be deemed to be delivered (i) when
  delivered personally or (ii) when sent by recognized overnight
  carrier, in either case with a copy by facsimile with confirmation
  copy, addressed to the parties hereto at the respective addresses
  and facsimile numbers set out below, or at such other address or
  facsimile number as they have previously specified by written notice
  delivered in accordance herewith.  Notices hereunder shall be deemed
  received on the date of actual receipt or refusal of receipt.
  
        If to Seller, at:
              1718 Connecticut Ltd.
              c/o Dean Witter Realty, Inc.
              Two World Trade Center 
              Sixty-fourth Floor
              New York, NY  10048
              Attention: James M. Thomson
              Facsimile No. (212) 392-3123
                   With a copy to:
              Michael R. McAdoo, Esquire
              King & Nordlinger, L.L.P.
              1000 Connecticut Avenue
              Suite 311
              Washington, D.C.  20036 
              Facsimile No. (202) 775-0513
  
        If to Purchaser, at:
              Vasilios Papadopoulos
              c/o Nicholas Papadopoulos
              1230 23rd Street, N.W.
              Apartment 711
              Washington, D.C.  20037
              Facsimile No. 202-223-4898
                   With a copy to:
              David E. Weisman, Esquire
              Mayer, Faller, Weisman and Rosenberg, P.C.
              440 Jenifer Street, N.W.
              Suite 380
              Washington, D.C.  20015
              Facsimile No. (202) 362-9818
  
              (d)  The headings and captions contained in this
  Agreement are solely for convenience of reference and shall not
  affect its interpretation.
  
              (e)  This Agreement shall be governed by, and construed
  in accordance with, the laws of the District of Columbia.
  IN WITNESS WHEREOF, the parties have duly executed this
  Agreement as of the day and year first above stated.
  
  WITNESS/ATTEST:  SELLER:
  
                                         1718 CONNECTICUT LTD.
  
                                         By:  Dean Witter Realty
                                         Income Partnership I, L.P.,
                                         General Partner
  
                                         By:  Dean Witter Realty
                                         Income Properties I, Inc.,
                                         Managing General Partner
  
   /s/William J. O'Shaughnessy, Jr.      By:/s/Matthew M. Horgan
   William J. O'Shaughnessy, Jr.            Matthew M. Horgan
   Assistant Secretary                      its Vice President
                                           
  
                                         PURCHASER:
  
  /s/Nicholis B. Papadopoulos            /s/Vasilios Papadopoulos
                                         Vasilios Papadopoulos
  
  List of Exhibits:
  
  Exhibit A    -  Legal Description
  Exhibit B    -  Personalty Included in Sale
  Exhibit C    -  Copy of Escrow Agreement 
  Exhibit D    -  Permitted Exceptions
  Exhibit E    -  Service Contracts
  Exhibit F    -  Purchaser's Property Reports
  Exhibit G    -  Rent Roll
  Exhibit H    -  Leasing Commissions
  Exhibit I    -  Environmental Exceptions
  Exhibit J    -  Form of Tenant Estoppel Certificate
  Exhibit K    -  Confidentiality Agreement