SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) January 13, 2010 (October 28, 2009)

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (617) 783-0039

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

In a Current Report on Form 8-K (the “Original Report”) filed by New England Realty Associates Limited Partnership (“NERA” or the “Partnership”) with the Securities and Exchange Commission on November 3, 2009, the Partnership reported the completion of the following acquisition:

On September 1, 2009, The Hamilton Company, Inc. (“Hamilton”), a full service real estate management company that performs management services for the Partnership entered into a purchase and sale and escrow agreement (the “Purchase Agreement”) with 175 Freeman Street Investors LLC to acquire the Dexter Park Apartments, a 409 unit apartment building located at 175 Freeman Street, Brookline, Massachusetts (the “Acquired Property”), for a purchase price of $129.5 million in cash.

On October 28, 2009, the Joint Venture (as defined herein below) completed the acquisition of the Acquired Property.  In connection with the acquisition of the Acquired Property, the Partnership formed HPT Associates, LLC (the “Joint Venture”), a joint venture between the Partnership and HBC Holdings, LLC (“HBC”), a limited liability company managed and indirectly beneficially owned through several entities by Harold Brown, the treasurer and a director of NewReal, Inc., the general partner of the Partnership (the “General Partner”).  The Partnership owns a 40 percent non-controlling equity interest in the Joint Venture and HBC owns a 60 percent equity interest in the Joint Venture.  After the completion of the acquisition of the Acquired Property, the Joint Venture owns 100% of the outstanding equity interests in Hamilton Park Towers, LLC (“Hamilton Park”) and Hamilton Park is the direct owner of the Acquired Property.  Mr. Brown and the General Partner are the managers of both the Joint Venture and Hamilton Park.

The Original Report excluded the required financial statements and pro forma financial information of the Acquired Property pursuant to paragraphs (a)(4) and (b)(2) of Item 9.01 of Form 8-K.  This Amendment No. 1 to the Original Report on Form 8-K/A amends the Original report to included the audited financial statements and pro forma financial information required in connection with the acquisition of the Acquired Property pursuant to paragraphs (a)(3) of Form 8-K.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(a)          AUDITED FINANCIAL STATEMENTS OF PROPERTY ACQUIRED – DEXTER PARK APARTMENTS, BROOKLINE, MA.

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(b)         UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

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.

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Report of Independent Auditors

To the Partners

New England Realty Associates Limited Partnership

We have audited the accompanying statement of revenue and certain expenses of Dexter Park Apartments, a 409 unit apartment building located at 175 Freeman Street, Brookline, MA, (the “Property”),  for the years ended December 31, 2008, 2007, 2006. This statement of revenue and certain expenses is the responsibility of the management of the Property. Our responsibility is to express an opinion on the statement of revenue and certain expenses based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free of material misstatement includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting.  Accordingly, we do not express an opinion on the effectiveness of the property’s internal control over financial reporting.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Form 8-K/A of New England Realty Associates Limited Partnership. Certain expenses (described in Note 1) that would not be comparable to those resulting from the proposed future operations of Dexter Park Apartments are excluded and the statement is not intended to be a complete presentation of the revenue and expenses of the Property.

In our opinion, the statement of revenue and certain expenses referred to above presents fairly in all material respects, the revenue and certain expenses, as defined in Note 1, of Dexter Park Apartments for the years ended December 31, 2008, 2007, 2006, in conformity with accounting principles generally accepted in the United States of America.

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Dexter Park Apartments, Brookline, MA

Statement of Revenue and Certain Expenses

See Notes to the Statement of Revenue and Certain Expenses

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Dexter Park Apartments, Brookline, MA

Notes to Statement of Revenue and Certain Expenses

Years ended December 31, 2008, 2007, 2006

1.        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

ORGANIZATION

On October 28, 2009, the Joint Venture (as defined herein below) completed the acquisition of the Property.  In connection with the acquisition of the Acquired Property, the Partnership formed HPT Associates, LLC (the “Joint Venture”), a joint venture between the Partnership and HBC Holdings, LLC (“HBC”), a limited liability company managed and indirectly beneficially owned through several entities by Harold Brown, the treasurer and a director of NewReal, Inc., the general partner of the Partnership (the “General Partner”).  New England Realty Associates Limited Partnership “NERA” or the “Partnership” owns a 40 percent non-controlling equity interest in the Joint Venture and HBC owns a 60 percent equity interest in the Joint Venture.  After the completion of the acquisition of the Acquired Property, the Joint Venture owns 100% of the outstanding equity interests in Hamilton Park Towers, LLC (“Hamilton Park”) and Hamilton Park is the direct owner of the Acquired Property.  Mr. Brown and the General Partner are the managers of both the Joint Venture and Hamilton Park.

BASIS OF PRESENTATION

The accompanying statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a filing of Form 8-K/A by NERA). It excludes certain material expenses including interest expense, depreciation and amortization, and non-operating items that would not be comparable to those resulting from the proposed future operations of the property and is not intended to be a complete presentation of Dexter Park’s historical revenues and expenses.

INTERIM FINANCIAL INFORMATION

The statement of revenue and certain expenses, for the nine months ended September 30, 2009 is unaudited.  In the opinion of management, all adjustments considered necessary for a fair presentation of the statement of revenue and expenses, on the basis described above, have been included.  The results for such interim period are not necessarily indicative of the results of the entire year.

REVENUE RECOGNITION

Rental income from residential properties is recognized monthly over the term of the related lease. Leases are generally for one year or less. Management assesses the adequacy of the allowance for doubtful accounts on a regular basis.

RISKS AND UNCERTAINTIES

The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated balance sheet as of September 30, 2009 gives effect to the New England Realty Associates Limited Partnership (“NERA”) acquisition and financing described in Note A, as if such transaction had been completed at September 30, 2009. The following unaudited pro forma consolidated statements of income for the nine months ended September 30, 2009, and for the twelve months ended December 31, 2008, are presented as if the acquisition and financings were effective January 1, 2008.

The pro forma information is based on the historical financial statements of NERA and Dexter Park Apartments and gives effect to the transactions and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma consolidated financial statements. In addition, these unaudited pro forma financial statements do not purport to project the future financial position or operating results of the entities.

The pro forma statements are not necessarily indicative of the results that actually would have been achieved if the acquisition and financing had occurred as assumed. They should be read in conjunction with the historical financial statements of NERA, included in its Form 10-K for the year ended December 31, 2008, its Form 10-Q for the three, six and nine months ended March 31, June 30, and September 30, 2009, and the historical operating summary of Dexter Park Apartments elsewhere herein.

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2009

See Note A to Unaudited Pro Forma Consolidated Financial Statements

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Income Statement

For the Nine Months Ended September 30, 2009

* See Note B to Unaudited Pro Forma Consolidated Financial Statements.

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Income Statement

For the Year Ended December 31, 2008

* See Note C to Unaudited Pro Forma Consolidated Financial Statements.

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Unaudited Pro Forma Summary of Financial Information for Unconsolidated Joint Ventures

for the Nine Months Ended September 30, 2009

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Unaudited Pro Forma Summary of Financial Information for Unconsolidated Joint Ventures

for the Year Ended December 31, 2008

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New England Realty Associates Limited Partnership

Notes to Unaudited Pro Forma Consolidated Financial Statements

A.           ADJUSTMENTS TO PRO FORMA SEPTEMBER 30, 2009 BALANCE SHEET

The following summarizes the transaction to be included in the pro forma balance sheet which is more fully described in Forms 8-K previously filed by NERA and in the Item 2 above.

NERA accounts for its investments in joint ventures that are 50% or less owned and in which they do not have operating control by the Equity Method.

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New England Realty Associates Limited Partnership

Notes to Unaudited Pro Forma Consolidated Financial Statements

B.             ADJUSTMENT TO PRO FORMA DEXTER PARK APARTMENTS INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

(1)                                  The above table includes the adjustments needed to pro forma the 2009 transaction as though it was completed as of January 1, 2008.

(2)                                  Depreciation and amortization is computed assuming purchase at January 1, 2008. Interest is computed as though the debt described in the previously filed Form 8-K was incurred at January 1, 2008. Management fees continue at 2 percent of rental income. Real estate taxes have been adjusted for the estimated increase in the Property’s assessed value. Other operating expenses are the unaudited historical financial statements for the nine months ended September 30, 2009.

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New England Realty Associates Limited Partnership

Notes to Unaudited Pro Forma Consolidated Financial Statements

C.             ADJUSTMENT TO THE PRO FORMA DEXTER PARK APARTMENTS INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2008.

(1)                                  The above table includes the adjustments need to pro forma the 2009 acquisition as though it was completed as of January 1, 2008.

(2)                                  Depreciation and amortization is computed assuming purchase at January 1, 2008. Interest is computed as though the debt described in the previously filed Form 8-K was incurred at January 1, 2008. Management fees continue at 2 percent of rental income. Real estate taxes have been adjusted for the estimated increase in the Property’s assessed value. Other operating expenses are the 2008 historical financial statements.

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New England Realty Associates Limited Partnership

Notes to Unaudited Pro Forma Consolidated Financial Statements

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