Loan Modification Agreement

EXHIBIT 10(x)
LOAN MODIFICATION AGREEMENT


THIS AGREEMENT is made and entered into as of the 1st day of November,
1994, by and among CONNECTICUT GENERAL REALTY INVESTORS III LIMITED
PARTNERSHIP, a Connecticut limited partnership, having its principal office
and place of business c/o CIGNA INVESTMENTS, INC., Hartford, Connecticut
06152 ("Borrower"), and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a
Massachusetts corporation, having its principal office and place of
business at 1295 State Street, Springfield, Massachusetts 01111 ("Lender").


R E C I T A L S


A.To evidence indebtedness (the "Loan") in the original principal amount
of Five Million, One Hundred Twenty-Five Thousand Dollars and 00/100
($5,125,000.00), Borrower has executed and delivered to Lender a Promissory
Note (the "Note") dated January 25, 1988. Payment of the Loan is secured
by, inter alia, a Mortgage, Security Agreement and Financing Statement (the
"Mortgage") dated January 25, 1988 and recorded in DuPage County, Illinois
as document R88-9511. The Mortgage is a lien on certain real property (the
"Property") commonly known as Stewart's Glen Apartments in Willowbrook,
Illinois and legally described in Exhibit A attached hereto and
incorporated herein by this reference.


B.The Loan is identified in Lender's records as Loan No. 16486. Lender
is also the owner and holder of the following loans:


(1)Loan No. 16357. A first mortgage loan in the original principal
amount of $9,000,000.00, evidenced by a Promissory Note dated March 27,
1986 made by CIGNA/Willowbrook Associates Limited Partnership, a Delaware
limited partnership, and secured by, inter alia, a Mortgage, Security
Agreement and Financing Statement (the "Loan No. 16357 Mortgage") dated
March 27, 1986 and recorded in DuPage County, Illinois as document #R86-
29495. This loan was increased by the principal amount of $700,000
pursuant to the terms and provisions of a second Promissory Note in that
amount dated August 12, 1987 and a Mortgage and Assignment Modification
Agreement dated August 12, 1987 and recorded in DuPage County, Illinois as
document #R87-122268; and


(2)Loan No. 16485. A first mortgage loan in the original principal
amount of $7,750,000.00, evidenced by a Promissory Note dated January 25,
1988 made by CIGNA/Willowbrook II Associates Limited Partnership, a
Delaware limited partnership, and secured by, inter alia, a Mortgage,
Security Agreement and Financing Statement (the "Loan No. 16485 Mortgage")
dated January 25, 1988 and recorded in Dupage County, Illinois as document
#R88-9507, as amended by a Loan Modification Agreement dated as of December
1, 1992 and recorded in DuPage County, Illinois as document #R93-028883,
and as further amended by a Loan Modification Agreement No. 2 dated as of
the date hereof.


The Property, and the real estate encumbered by the Loan No. 16357
Mortgage and the Loan No. 16485 Mortgage, are contiguous parcels and
together form a development known as Stewart's Glen Apartments in
Willowbrook, Illinois.


C.Borrower has requested that the Note and the Mortgage be amended in
certain respects, and Lender has agreed to such amendments.


NOW, THEREFORE, in consi ...