CERTIFICATION OF SPONSOR AND SPONSOR'S PRINCIPAL
           PURSUANT TO SEC. 18.4(b) OF THE REGULATIONS
            ISSUED PURSUANT TO GENERAL BUSINESS LAW,
                    ARTICLE 23-A, AS AMENDED

We are the sponsor and the principal of the sponsor of the
offering to convert this property, known as 350 Bleecker
Street, City, County and State of New York, to cooperative
ownership.

We understand that we have primary responsibility for
compliance with the provisions of Article 23-A of the
General Business Law, the regulations promulgated by the
Attorney General in Part 18 and such other laws and
regulations as may be applicable.

We have read the entire offering plan. We have investigated
the facts set forth in the offering plan and the underlying
facts.  We have exercised due diligence to form a basis for
this certification.  We jointly and severally certify that
the offering plan does, and that documents submitted
hereafter by us which amend or supplement the offering plan
will:
      (i) set forth the detailed terms of the transaction
          and be complete, current and accurate:

     (ii) afford potential investors and purchasers an
          adequate basis upon which to found their judgment;

    (iii) not omit any material fact;

     (iv) not contain any untrue statement of a material
          fact;

      (v) not contain any fraud, deception, concealment,
          suppression, false pretense or fictitious or
          pretended purchase or sale;

     (vi) not contain any promise or representation as to 
          the future which is beyond reasonable expectation
          or unwarranted by existing circumstances;

    (vii) not contain any representation or statement which
          is false, where we:  (a) knew the truth; (b) with
          reasonable effort could have known the truth; (c)
          made no reasonable effort to ascertain the truth,
          or (d) did not have knowledge concerning the
          representaitons or statements made.


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This certification is made under penalty of perjury for the 
benefit of all persons to whom this offer is made. We
understand that violations are subject to the civil and
criminal penalties of the General Business Law and Penal
Law.

BLEECKER CHARLES COMPANY
By: /s/ Kenneth B. Newman         /s/ Kenneth B. Newman
Kenneth B. Newman                 Kenneth B. Newman
                                  Managing Partner

Sworn to before me in
New York, New York,
on December 26, 1984

/s/ Kathleen M. Gianetti

KATHLEEN M. GIANNETTI
Notary Public, State of New York
No. 62 6504350
Qualified in Suffolk County
Commission Expires March 30, 1986