FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First Amendment") is executed on the dates set forth below, by and between DEAN WITTER REALTY INCOME PARTNERSHIP I, L.P., a Delaware limited...

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       FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
                              
      This  FIRST  AMENDMENT TO PURCHASE AND  SALE  AGREEMENT
("First Amendment") is executed on the dates set forth below,
by and between XXXX XXXXXX REALTY INCOME PARTNERSHIP I, L.P.,
a Delaware limited partnership ("Seller"), and INVESCO REALTY
ADVISORS, INC. ("Purchaser"), amending that certain  Purchase
and  Sale  Agreement  (the "Agreement"), dated  November  10,
1997, by and between Seller and Purchaser, concerning certain
real  property and improvements thereon located in Charlotte,
Mecklenburg  County,  North Carolina, and  more  particularly
described in the Agreement (the "Property").

      For  the consideration of the mutual agreements  herein
contained, the parties hereby agree to amend the Agreement as
follows:

      1.    The Purchase Price referenced in Section 2 of the
Agreement is hereby amended to be $17,675,000.00.

      2.   The Purchaser agrees that all conditions precedent
contained  in Section 4 of the Agreement have been satisfied,
with the expection of delivery of the estoppel certificate of
Royal  Indemnity Company pursuant to Section 4.3.   Purchaser
hereby  waives any right of termination under Section 4.2  of
the Agreement, and any such right of termination shall be  of
no   further  force  and  effect;  provided,  however,   that
Purchaser's  waiver  hereunder  shall  not  affect  (i)   the
condition  precedent to Purchaser's obligation to close  that
Purchaser receive an executed estoppel certificate  of  Royal
Indemnity Company pursuant to Section 4.3, (ii) any condition
precedent  to Purchaser's obligation to close as comtemplated
in  sections other than Section 4 of the Agreement, or  (iii)
any  termination  rights of Purchaser contained  in  sections
other than Section 4 of the Agreement.

      3.   As Modified by this First Amendment, the Agreement
remains in full force and effect.

      4.   Capitalized terms shall have the meanings assigned
to   them   in  the  Agreement,  unless  otherwise  expressly
delineated  to  the contrary.  References to section  numbers
refer  to section numbers contained in the Agreement,  unless
otherwise delineated to the contrary.

      5.    This  First  Amendment shall  be  enforceable  if
executed in counterparts and/or by facsimile.






     Executed by Purchased on this 2 day of December, 1997.

                              PURCHASER:

                              INVESCO REALTY ADVISORS, INC.


                              By:/s/Xxx Xxxxxxxx
                              Name: Xxx Xxxxxxxx
                              Title: Vice President

     Executed by Seller on this 2nd day of December, 1997.

                              SELLER:



                              XXXX XXXXXX REALTY INCOME
                              PARTNERSHIP I, L.P., a Delaware
                              limited partnership

                              By:  Xxxx Xxxxxx Realty Income
                                      Properties I, Inc., its
managing
                                      general partner


                                      By:/s/Xxxxxx X. Xxxxxx
                                       Name: Xxxxxx X. Xxxxxx
                                       Title: Vice President