EXHIBIT INDEX Exhibit No. (4)(1) Amended and Restated Certificate and Agreement of Limited Partnership (included in Partnership's Registration Statement No. 2-86262, declared effective on March 22, 1984 (the "Registration Statement") and incorporated...

                                                   EXHIBIT INDEX
Exhibit
  No.
(4)(1)  Amended and Restated Certificate and Agreement of Limited Partnership
           (included in Partnership's Registration Statement No. 2-86262,
           declared effective on March 22, 1984 (the "Registration Statement")
           and incorporated herein by reference).

(4)(a)(2)  Seventeenth   Amendment  to  Amended  and  Restated  Certificate  and
           Agreement of Limited  Partnership  dated May 31, 1990 (included as an
           exhibit  to the  Partnership's  Form 10-K for the  fiscal  year ended
           December 31, 1990 and incorporated herein by reference).

(4)(b)     Subscription Agreement (included as an Exhibit in the Registration
           Statement and incorporated herein by reference).