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Mark Lilien, being duly sworn, deposes and says:

     1.     I am a shareholder and the Chairman of the Board of Directors of Defendant, 350 Bleecker Street Apartment Corporation (the "Cooperative"). I submit this Reply affidavit in support of Defendant's cross-motion for summary judgment and in opposition to Plaintiff's and Additional Counterclaim Defendant's motion for summary judgment.

     2.     I have resided at the Cooperative since 1986, and I have been a member of the Cooperative's Board of Directors since 1987. I am personally familiar with the records of the Cooperative, and the role played by the Sponsor's principal, Kenneth B. Newman, in the management and control of the Cooperative.

     3.     Mr. Newman has made numerous misstatements of fact. He has also had unexplained lapses of memory concerning the contents of the Cooperative's minutes kept, and often prepared, by him. Moreover, there are glaring inconsistencies between his actions over the past years and the positions he now takes in this lawsuit.

     4.     These lapses and errors are striking given the multiple roles that Mr. Newman has played in the management and operation of the Cooperative since its formation in 1985. As the "Habitat" article put into evidence by the Sponsor states: [Mr. Newman has been] "board president, managing agent, and occasional attorney." (See Reply affidavit of Kenneth B. Newman, Exhibit B.) Mr. Newman is the managing partner of the Sponsor. Mr. Newman's company, Kenneth B. Newman Realty Corp. is the Sponsor's selling agent and, until January 31, 2001 was the Cooperative's managing agent. The same company was the Cooperative's corporate transfer agent.

     5.     As managing agent, Mr. Newman's company, until November 1999, kept and often prepared the Cooperative's minutes. That company was also responsible for the maintenance of the other corporate records. (See Managing Agent's Contract, ¶¶ (m) and (r), copy attached hereto as Exhibit A.) As transfer agent, his company was responsible for implementing the transfer of Cooperative units. As principal of the Sponsor, Mr. Newman was responsible for the making the disclosures required by law in the form of a Cooperative Offering Plan with periodic amendments to insure continuing completeness and accuracy of the disclosures. (See accompanying Reply Memorandum Of Law, Point II.) As attorney, Mr. Newman would frequently provide the Board of Directors with legal advice concerning corporate affairs.

     6.     Given his many roles over a period of more than fifteen years, Mr. Newman should be intimately familiar with the condition of the Cooperative and its records, including those relating to the combination of units. Mr. Newman now represents to this Court that there are neither governmental records nor minutes reflecting the combination of cooperative units. He then speculates that given this alleged lack of records, the unit owners who made the alterations described in Exhibit F to the Stipulation of Undisputed Facts never intended to combine their units. Each of these representations is false as Mr. Newman knows.

     7.     Mr. Newman was president of the Board at the time the unit owners requested the Cooperative's permission to combine their units. In each case he voted in favor of the combinations. As representative of the Cooperative's managing agent, Mr. Newman also signed recognition agreements with the unit owners' banks whenever the combinations were financed with bank loans. In this same capacity Mr. Newman signed all alteration agreements between the Cooperative and those shareholders who combined apartments.

     8.     Mr. Newman knows that there are government records showing the combination of units. In his capacity as representative of the Cooperative's managing agent, Mr. Newman personally signed each application to the New York City Department of Buildings, including both the applications to amend the Cooperative's Certificate of Occupancy and shareholders' applications to alter their apartments. Under the circumstances, the only logical explanation for Mr. Newman's misstatements is that he is lying to the Court to further the interests of the Sponsor.

     9.     The Certificates of Occupancy attached as Exhibit H to the Stipulation of Undisputed Facts show the combination of certain units in the Cooperative. The Cooperative has also now determined that there exists an additional Amended Certificate of Occupancy dated October 17, 1991. (See Exhibit A to accompanying affidavit of Robert N. Fass.) These Certificates show that the number of legal dwelling units in the Cooperative was reduced from 21 to 20 on the sixth, fourth and third floors of the Premises, expressly confirming the combination into one unit of former units 6V and 6W, units 4A and 4B, and units 3G and 3H. These combinations reduced the number of units in the Cooperative from 137 to 134.

     10.     As pointed out in the Cooperative's initial Memorandum of Law, in 1969 the New York City Department of Buildings eliminated the need to amend the Certificate of Occupancy when apartments were combined "resulting in a decrease in the total legal number of families within the building." (See City of New York, Department of Buildings Departmental Memorandum dated February 24, 1969, attached as Exhibit B to Defendant's Notice of Cross Motion.) Therefore, the remaining combinations of units in the Cooperative were not incorporated into an amended Certificate of Occupancy.

     11.     This does not mean, as Defendant falsely asserts, that no government records exist concerning the combinations. As shown in the accompanying affidavit of Robert N. Fass, the unit owners filed permit applications with the Department of Buildings, which applications were recorded on the Department's computer records. As stated above, Mr. Newman as representative of the Cooperative's managing agent signed each of these applications. (A true and correct copy of the computer printout of these records is attached as Exhibit B to Mr. Fass' affidavit.) This record confirms that Department of Buildings approval was obtained for the combinations of former units: 3D, 3E and 3F on 6/27/96; 6C, 6D and 6E on 4/23/97; 6K and 6L on 4/10/98; and 5W and 5X on 3/21/00. These combinations reduced the number of units in the Cooperative from 134 to 128.

     12.     With respect to the first three combinations, the Department of Buildings record expressly states that the apartments are to be combined under Department's February 24, 1969 Memorandum. With respect to the combination of apartments 5W and 5X the Department of Buildings record simply states that the alteration will "combine two apartments."

     13.     These records destroy the Sponsor's unsupported speculation that the unit owners never intended or consented to the combination of the units. The owners not only obtained the Board's approval to combine their units into a single unit, they also sought and obtained the approval of the New York City Department of Buildings to do so.

     14.     The combination of apartments is also confirmed by the Cooperative's minutes which Mr. Newman claims not to remember.

     15.     As stated above, until November 1999, these minutes were kept, and often prepared, by Kenneth B. Newman Realty Corp. in its capacity as the Cooperative's managing agent. The Board determined that after November 1999 the minutes would be prepared and kept by the Cooperative's Secretary. Previously, the Board had asked Mr. Newman to deliver to the Cooperative's Secretary all minutes previously kept by him.

     16.     Mr. Newman delayed delivering the minutes to the Board for several weeks. When the minutes prepared by Mr. Newman were finally delivered, they were reviewed by the Board and found to be incomplete, with many minutes missing entirely.

     17.     Even in their incomplete state, however, the minutes confirm the combination of units reflected in the Cooperative's Certificates of Occupancy and the records of the Department of Buildings.

     18.     The combination of units 6V with unit 6W is referred to in the Agenda for the February 22, 1989 meeting of the Board of Directors. (Copy attached as Exhibit B hereto.) Although the combination does not appear on the minutes for that date, it is my recollection that the combination was approved by the Board at or about that time.

     19.     Despite his professed lack of memory, the Sponsor cannot reasonably dispute that the Cooperative approved the combination of units 6V and 6W since the Cooperative's Certificate of Occupancy was amended to show that combination. (See Exhibit A to accompanying affidavit of Robert N. Fass.) That document expressly states that it is an "amended certificate of occupancy to remove non load bearing partition between Apt. 6V and 6W on the sixth floor to combine them as indicated on plans filed herewith." By the end of 1989, units 6V and 6W had been combined and were actually being used as a single dwelling unit.

     20.     The meeting minutes for February 12, 1991 show that the Board granted its permission to combine units 4A and 4B into a single unit. (Exhibit C hereto.) This combination is also reflected on the Cooperative's Certificate of Occupancy dated March 26, 1996, which indicates a reduction in the number of legal dwelling units from 21 to 20 on the Cooperative's fourth floor. (Exhibit H to the Stipulation of Undisputed Facts.) This combination is also shown on the records of the Department of Buildings as of March 10, 1995. (See Exhibit B to accompanying affidavit of Robert N. Fass.) By the end of March, 1995 these units had been combined and were being actually used as a single dwelling unit.

     21.     Permission to combine units 3G and 3H into a single unit was also granted by the Board as indicated in the meeting minutes for October 10, 1995. (Exhibit D hereto.) This combination is also reflected on the Cooperative's Certificate of Occupancy dated April 7, 2000 which indicates a reduction of legal dwelling units from 21 to 20 on the Cooperative's third floor. (Exhibit H to the Stipulation of Undisputed Facts.) Approval of this combination is also shown on the records of the Department of Buildings as of January 12, 1996. (See accompanying affidavit of Robert N. Fass, Exhibit B.) By the end of January, 1996, these units were also being used as a single dwelling unit.

     22.     The Board approved my purchase of apartment 3D and the adjoining hallway as indicated in the minutes of July 11, 1995. (Exhibit E hereto.) The purpose of my acquiring the hallway was to allow me to combine unit 3D with unit 3E that I already owned. The purchase price for the hallway was approved by the Board on May 14, 1996. (Exhibit F hereto)

     23.     By the end of June, 1996, I had also acquired unit 3F, the remaining unit located at the end of the portion of the hallway being purchased by me. At this time, I asked the Board to approve my plan to combine all three units. This request was approved by the Board , and I obtained initial approval from the Department of Buildings for this combination on June 27, 1996. (See Exhibit B to accompanying affidavit of Robert N. Fass.)

     24.     As indicated in Exhibit G to the Stipulation of Undisputed Facts, at about this same time, I removed the kitchen from former units 3F and 3D and began actually using the three adjacent apartments as a single dwelling unit. Ironically, Mr. Newman asked if I would donate the stove from unit 3F to him so that he could use it for a rent-stabilized apartment that the Sponsor owned at the time. I gave Mr. Newman the stove for free.

     25.     Although I had the right to also combine unit 3F with 3D and 3E, I did not complete the construction until October, 1998. Contrary to the Sponsor's suggestion, however, all during that time I exercised my previously granted right to occupy all three apartments as a single dwelling unit.

     26.     On May 14, 1996 the Board also approved shareholder James Kafadar's request to purchase the hallway adjacent to the units owned by him, 6C, 6D and 6E. (Exhibit F hereto) The purpose of this acquisition was to allow Mr. Kafadar to combine these units into a single dwelling unit. Department of Buildings approval was granted for this combination on April 23, 1997. By the end of that month the three units were being used as a single dwelling unit.

     27.     The minutes kept, and often prepared, by Mr. Newman do not reflect the Board's approval of the combination of units 6K and 6L. My recollection, however, is that the Board approved this combination some time in the first quarter of 1998. This recollection is confirmed by a reference to the combination contained on the Board minutes of September 8, 1998 as follows: "Harvie, apts. 6L/6K. Permission granted to sublet, with review of candidate by the board. The apartments were recently combined after the purchase of unit 6K. . . ." (Exhibit G hereto.) (Emphasis added.) Department of Buildings approval for this combination is indicated as of April 10, 1998 and by the end of that month the apartments were being used as a single dwelling unit.

     28.     Permission to combine units 5W and 5X into a single unit was granted by the Board as indicated in the meeting minutes for January 20, 2000. (Exhibit H hereto.) Approval for this combination is also shown on the records of the Department of Buildings as of March 21, 2000. (See Exhibit B to accompanying affidavit of Robert N. Fass.) By the end of March, 2000, these units were also being used as a single dwelling unit. This is the last combination prior to the vote to terminate the Garage portion of the Master Lease.

     29.     In sum, contrary to the Sponsor's contention, the Cooperative records are uniform in showing the combination of units stipulated to in Exhibit G to the Stipulation of Undisputed Facts.

     30.     The Sponsor argues that the combination of units should be ignored, because the Cooperative records lack precision as to the exact date the combinations occurred. In this regard, the Sponsor points to the fact the in certain cases the parties were able to agree only on a month, or in one case, a year when the combinations were accomplished. (Stipulation of Undisputed Facts, Exhibit G.)

     31.     Mr. Newman cites "confusion" in regard to the timing of the apartment combinations. First, as discussed in Paragraph 32 below, the existing records are quite clear with regard to the validity of the Cooperative's claims. Second, any confusion in the records was created by Mr. Newman. In his capacities as operating principal of the Cooperative's managing agent and transfer agent he was charged with the duty to maintain accurate corporate records. I have been informed that Mr. Newman, as Managing Partner of the Sponsor, was charged under the New York State's Martin Act (Article 23-A of the General Business Law) with the duty to disclose all material facts concerning the Cooperative. Given these duties, and the consumer protection purposes of the Abuse Relief Act, I respectfully submit that it would be unacceptable to allow the Sponsor to escape the reach of the Act because of his own inadequate record keeping.

     32.     Moreover, the alleged "confusion" in the records concerning the date of unit combinations is entirely irrelevant. Even if one were to use the last day in each month where only a month was indicated, and the last day of the year where only a year was indicated, the window for termination of the Garage portion of the Master Lease would not open until November 5, 1998 at the earliest. The same result follows if the Court looks to the date the Cooperative Board approved the combinations as reflected in the Board minutes, or the date permits were issued for the combinations by the New York City Department of Buildings. Accordingly, the termination which became effective on September 29, 2000 was timely

     33.     The Sponsor also argues that the combination of units should be ignored because the unit owners never asked to have the unit designations changed on Cooperative's Proprietary Leases and Related Shares.

     34.     Again, the Sponsor seeks to take advantage of his own wrongdoing to escape the reach of the Abuse Relief Act. The unit owners were relying on Mr. Newman as board member, board president, managing agent, transfer agent and attorney to advise them on what corporate record keeping needed to be done. Mr. Newman, in all his capacities, had a corresponding fiduciary duty to make sure that proper corporate records were kept. It is respectfully submitted that this Court should strongly rebuke Mr. Newman's attempt to use his own misfeasance to defeat the Act

     35.     I also note that I have asked counsel to determine whether it is necessary to amend the Proprietary Leases and Share certificates to reflect the combinations of units previously made. If such ministerial changes are required, they will be made by the Cooperative's current transfer or managing agents.

     36.     The Sponsor's further argues that its own failure to amend the Offering Plan somehow prohibits the Cooperative from combining units. As is shown by Defendant's attorneys in the accompanying Reply Memorandum of Law, the obligation to issue and amend an offering plan under the Martin Act and related regulations rests with the Sponsor, who is making a public offering of real estate securities. The Cooperative and its unit owners are not subject to these regulations. Rather, as our attorneys also show, the relationship between the Cooperative and its shareholders is governed by the Cooperative's certificate of incorporation, by-laws and proprietary lease. As shown, the By-laws here expressly allow combination of units. In sum, the Sponsor's admission that he failed to properly amend the Offering Plan in violation of its statuary duty should not and cannot be used by the Sponsor as a shield to avoid the Abuse Relief Act.

     36.     By the same token, the Sponsor should not be permitted to benefit from the failure of the Sponsor-designated holders of Unsold Shares to fully comply with applicable regulations. In this regard, the Sponsor does not dispute that the Lomantos and the Iwanczuks held themselves out as holders of Unsold Shares for twelve and fifteen years respectively, and had access to all the rights of Unsold Shareholders during that time. Instead, the Sponsor claims that they were not really holders of Unsold Shares because they failed to comply with all of the Department of Law's regulations governing such holders.

     37.     By the same token, the Sponsor should not be permitted to benefit from the failure of the Sponsor-designated holders of Unsold Shares to fully comply with applicable regulations. In this regard, the Sponsor does not dispute that the Lomantos and the Iwanczuks held themselves out as holders of Unsold Shares for twelve and fifteen years respectively, and had access to all the rights of Unsold Shareholders during that time. Instead, the Sponsor claims that they were not really holders of Unsold Shares because they failed to comply with all of the Department of Law's regulations governing such holders.

     38.     Again the Sponsor seeks to shield himself from the reach of the Abuse Relief Act by his own wrongdoing. First, the status of the Lomantos and the Iwanczuks was procured by the Sponsor which designated them as holders of Unsold Shares. (See designation letters attached as Exhibit I to the Stipulation of Undisputed Facts.) Second, once designated, the Lomantos and the Iwanczuks were able to incur substantial savings by subletting their units without the permission of the Board and by avoiding the paying of sublet fees. These privileges are afforded only to holders of Unsold Shares. (See Proprietary Lease ¶ 38(b), and Offering Plan, p. 43a, Exhibits B and D to Notice of Cross Motion.) As a result, the Cooperative was deprived of considerable revenue. As operating principal of the Cooperative's managing agent, Mr. Newman was charged with the duty to collect all required fees from the unit owners. Yet when asked whether Lomantos and the Iwanczuks should have been paying such fees Mr. Newman, on behalf of the Sponsor, repeated that they had been designated as holders of Unsold Shares. (See letter attached as Exhibit F to Defendant's Notice of Cross Motion.)

     39.     It may well be that the Cooperative can void the rights of the holders of Unsold Shares because of their violations of applicable law and regulation. The Sponsor can point to no authority or policy, however, that would allow the holders of Unsold Shares, and the Sponsor who procured them, to avoid their obligations for this reason. Indeed, in the context of the consumer protection statutes involved here, such a result would be an unthinkable violation of public policy.

     40.     Regardless of whether the Lomantos and the Iwanczuks should have acted as holders of Unsold Shares, they did so act, and, by so doing, had access to all the rights and privileges accorded such holders by the Cooperative documents. These rights included all those powers of Special Developer Control outlined in the Cooperative's initial Memorandum of law at page 7. They also included - contrary to the Sponsor's direct representation to the contrary - the right to have sales offices on the Cooperative's premises. (See Offering Plan p. 43a, third full paragraph, Exhibit D to Defendant's Notice of Cross Motion).

     41.     Equally without substance is the Sponsor's claim that neither it nor the other holders of Unsold Shares received notice of the June 27, 2000 meeting to vote on the termination of the Garage Lease. Our attorneys have already shown that, as "Developers" within the meaning of the Abuse Relief Act neither the Sponsor nor the other holders of Unsold Shares were entitled to Notice. As they explain, the Abuse Relief Act contemplates that the termination vote will be taken without Sponsor involvement. In this way a Sponsor cannot use his considerable power and influence to inappropriately influence a vote to remedy that very Sponsor's abuses.

     42.     The Board, however, determined to go beyond this statutory limitation and give notice of the termination meeting to all shareholders. Such notice was mailed by me to all shareholders, including the Sponsor, the Lomantos and the Iwanczuks on June 1, 2000.

     43.     That was also the procedure used for the first unsuccessful vote. The Sponsor, citing paragraph 59 of the Cooperative's counterclaim, asserts that the Cooperative has admitted that the notice of the first meeting was not sent to all shareholders. This, it contends, confirms that not all shareholders received notice of the second termination meeting. Exactly the opposite is true. Counterclaim paragraph 59 pleads:

     44.     I note that the record of mailing attached as Exhibit I to the Cooperative's Notice of Motion inadvertently omitted a page on which the Iwanczuks are listed. The missing page is attached hereto as Exhibit I. The complete record as corrected reflects the mailing to all shareholders. To confirm that the Notice of the June 27, 2000 shareholders meeting was mailed to the shareholders listed on the missing page, Defendant has obtained the affidavit of Katherine Brooking. (Exhibit J hereto) Ms. Brooking, the owner of apartment 5T, was listed only on the missing page of the record of mailing. She testifies that during the first week of June 2000 she received by mail the Notice of the June 27, 2000 meeting.

     45.     The Sponsor's reaction to these notices is a perfect illustration of why the Abuse Relief Act provides that the Sponsor should not take part in the vote. Once having received notice, the Sponsor hired one of the largest and most expensive law firms in New York City. The Sponsor and his lawyer then attended the meeting on June 24, 1999 where they threatened to sue individually any shareholder who dared to vote in favor of the lease termination. That threat was also put in writing. In a letter to shareholders dated June 23, 1999 the Sponsor wrote:

     46.     The Sponsor had also, in the past, given the Board erroneous legal advice that the Cooperative was not permitted to count votes made or proxies given by only one of two or more joint owners. (See, e.g., sample proxy prepared by the Mr. Newman which reflected this advice, copy attached as Exhibit L.) This standard was applied by the Board, with Mr. Newman's knowledge, in the first unsuccessful termination vote. I have been informed that the law is exactly to the contrary. (See New York General Business Law § 612(h).)

     47.     In sum, the resident shareholders were punished for their courtesy in giving notice to the Sponsor where none was required. The Sponsor now seeks to add insult to injury by claiming that the notice was never received. Such bald assertion, however, is entirely insufficient to rebut the presumption of receipt that arises from the evidence of mailing presented here. (See Defendant's original Memorandum of Law at page 10.)

     48.     With respect to the existence of Special Developer Control over the Cooperative, the powers granted to the Sponsor by the Cooperative documents were not merely theoretical, but had very real application. Over a period of years, Mr. Newman constantly reminded the Board that no major work could be done to the Cooperative's building without the Sponsor's consent. For example, at the Board meeting of December 16, 1997, Mr. Newman explained that he could veto a million dollar renovation proposal: "Mr. Newman explained that since Unsold Shares exceed 25% of total shares, he has the right to accept or reject this project." (See Minutes of December 16, 1997, copy attached as Exhibit L.) Despite this clear power over the Cooperative's affairs, Mr. Newman would now have the Court find that no Special Developer Control existed.

     49.     For the remaining legal points, I respectfully refer the Court to the Cooperative's Reply Memorandum of Law.

WHEREFORE it is respectfully requested that Plaintiff's and Additional Counterclaim Defendant's motion for summary judgment be denied, and that Defendant's cross-motion for summary judgment be granted.

   /s/ Mark Lilien      
    MARK LILIEN

Sworn to before me this
3 day of July, 2001.

/s/ Shakiel James
Notary Public

SHAKIEL JAMES
NOTARY PUBLIC STATE OF NEW YORK
NO 01JA6050368
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES NOV. 6, 2002

                  MEETING OF BOARD OF DIRECTORS

               350 BLEECKER STREET APARTMENT CORP.

                        FEBRUARY 22, 1989

                            6:30 P.M.


                              AGENDA


1.   Ratification of prior minutes.

2.   Interviews:

     6:30 P.M. - Energy consultants
     7:30 P.M. - Purchasers of apartment 1U
     8:00 P.M. - Kochera complaints - for and against
     9:00 P.M. - Sublet - Miller/Tierney

3.   Lignel (apt. 6V-6W) alteration plan.

4.   Annual report.

5.   Vacuum cleaner.

6.   Current and future renovation expenses.

7.   Confirmation of approval of sublet - apartment LF.

8.   Commercial lease changes.

9.   New business.

                       MINUTES OF A MEETING
                              OF THE
                        BOARD OF DIRECTORS
                                OF
               350 BLEECKER STREET APARTMENT CORP.

                        FEBRUARY 12, 1991

At 6:45 p.m., on February 12, 1991, a meeting of the Board
of Directors was held and the following members were
present: Edna Marshall, Elizabeth Edelstein, Robin Maya,
Kenneth B. Newman, Larry Zerbe and Mark Lilien. Linda Jones
was not present.

The Board decided on the following shareholder
communcations:

     1.   Mientka (6U) was informed of his neglect of his
          gas range and directed to keep it in good repair.

     2.   Santoro's sublet to Lignel's son was determined
          to require full compliance with the rules for
          subletting except to waive credit report.


     3.   Santoro was excused from a late payment charge
          because his maintenance was attempted to be 
          delivered by Express Mail on February 9, l991.

     4.   Farrell's late payment of maintenance on February
          11th was not excused.

     5.   Herbert Toboroff's requested permission to joinder
          4A with 4B upon the purchase of 4A. The Board 
          approved such joinder subject to filing of plans, 
          execution of an alteration agreement and compli-
          ance with all Board and governmental regulations.


The Board, by vote of 4 to 2, approved an expenditure of 
$7,000 for the creation of an exercise room. None of the 
aforesaid funds were to be used for the purchase of 
exercise equipment.

The Board resolved to have an additional shift on Sunday on 
the front door with the position to be offered to Armando 
Sanchez.  Ken Newman to contact Armando.

Ken and Mark were authorized to complete the laundry 
contract.

There being no further business, the meeting was adjourned.

Dated: March 12, 1991
                              /s/ Kenneth B. Newman                   
                              Kenneth B. Newman, Acting Secretary

MINUTES OF THE MEETING
OF THE BOARD OF DIRECTORS
350 BLEECKER STREET APARTMENT CORP.
OCT. 10, 1995

A meeting of the board of directors of the 350 Bleecker Street Apartment Corp. was held on Oct. 10, 1995 at 7:00 p.m. at 350 Bleecker St. Present were Messrs. Del Vecchio, Lillien, Mishkin, Newman and Ms. Canino, and Minarovich.

The following items were discussed and/or decided:

1. Approval of prior minutes - minutes of the meeting Sept. 19, 1995 were approved (6/0)

2. Interview of prospective board member - Cynthia Spry (4H/4J) was interviewed to fill the vacancy created by the resignation of Linda Jones. The board voted to appoint her to fill the vacancy. (6/0)

3. A. Neratoff (architect)- a.) scope of his engagement- Mr. Neratoff was under the impression that he would not have to sign-off on renovation work that he had approved (e.g., 5C, Kabasakalian). The board stated that he would have to sign-off on all renovations that he approved, with additional cost (on site visit) to be paid by share holder(7/0). b.) potential conflict of interest- if a shareholder wishes to use either F. Hannaham or A. Neratoff to supervise a renovation project, then the other will be used to approve and sign-off on the work (7/0)

4. Mortgage refinancing - negotiations with NCB are proceeding for a $3.5 million 10 year mortgage.

5. Shareholder situations:

a. 3G/3H - renovation plans to combine these apartments were presented to the board. They were approved subject to review and approval by A. Neratoff or F. Hannahan. a $2500 deposit for damage will be required, and appropriate notice of the work is required as well (7/0)

b. Dan & June Fox (1X) - request to permit use of their apartment denied, as the board determined that it constituted a sublet, and, ass such, would violate the rule against subiets for any owner who has owned their apartment for less than two years, as well as the prohibition against subletting for less than one year. It would also have an adverse impact on attempts to refinance the buildings mortgage, as well as individual shareholders refinancing attempts, and on mortgages for those attempting to purchase apartments.(6/0/1)

c. D. Hamer (5X)- as her apartment has not been vacated by her subtenants, despite her prior letter stating that it would be vacated by Aug. 31, 1995, the coop's counsel in this matter (R. Cantor) has asked the judge (who previously found for the coop in this matter ) to take appropriate action.

d. Farrell (3F)- continues to sublet without permission of the board. Initial petition to the court by R. Cantor was flawed, and Mr. Cantor will resubmit.

e. Phelan (2V) - noise complaint against Silverstein (3V). Ms. Phelan has written a letter or the board with the complaint of excessive noise. The board will appoint two of its members to check the carpeting in 3V.

f. Lignel (multiple apts.) - 1) F. Green (5W) has a made a verbal complaint about excessive noise from Lignel's apts. T he board decided to await a formal written complaint before considering action. 2)Renovation - Mr. Lignel renovated apt 6_ without permission. The board will check with A. Neratoff to determine if this violated the certificate of occupancy.

g. D. Kobin -- noise complaint ????

4. Purchaser Interview - Mr. Gary Gerdes to purchase Apt. 4F - Edelstein. Approved, contingent on a satisfactory credit check and financial report on his business. (7/0)

5. Sublease renewals

6. Construction Update

a. Thefts - tools were stolen from the work area by construction workers. Mr. Lowe has agreed to take responsibility without demanding definitive proof that it was his workers. He will replace the tools.

b. New access to boiler room: 1 ) to permit routine periodic maintenance on the boiler (which will extend its useful life), it will be necessary to build an access hatch through the wall with the garage ( North wall). 2) to permit better access to the boiler room (for ingress and egress of supplies) a new door with a garage wall is necessary. Both items were approved in principle (7/0)

c. Garage ramp - 1) the foundations have been repaired, but, despite a new drain, the ramp still leaks. It will be necessary to re-pave the ramp. This will require the garage to be closed for designated period , and must between $18-$27,000. Mr. Newman will negotiate with lessee of the garage to obtain their consent 2) Mr. Newman: reviewed the garage lease. It specifically states that the area under the ramp is reserved for the painting material. He will see if this can be changed.

d. RPZ ( reduced pressure zone ) valves - These prevent backflow from the buildings water to the city main. Mr. F. Hannahan states that these are necessary if we treat the boiler water with life extending chemicals it costs $6,000. Mr. Lowe ( plumber ) states that they are not. Also, the installation of new toilets will be affected by RPZ valve system as well. The board directed either one or both to produce the necessary documentation to prove their statements.

e. Oil Tank Registration - the tank passed inspection.

f. Water Tank removal - space was created by removal of the water tank from the basem~ The board is considering how it can best use this space.

g. Intercom cutoff - It is possible to install automatic riser interrupter cut-off switches to the intercom. If their is a problem in a particular apartment, then the switch would cut of service to that line of apartments. The rest of the buildings intercom service would no longer be interrupted. This will cost $950. Approved (7/0)

7. Changes in Purchase Application form and Interview procedure

a) the board decided to change its policy regarding interviews of new purchasers, for a 90 day pilot period. During this time, if the seller wishes, the board will interview a potential buyer without either a signed contract or mortgage commitment. The policy will be reviewed at the Jan. 1996, board meeting.

b.) the board is continuing to review its purchase application form. The form the real estate board of NY is being reviewed.

8. NYNEX - the building has outgrown its initial allotment of telephone lines ( 2 per apartment ), according to NYNEX. They have asked permission to rewire the building. Messieurs Newman and Lilien were appointed negotiate a rewiring agreement.

9. Mortgage Lawyer - The coop will need a lawyer to represent it for legal proceedings required by the new mortgage. NCB ( the issuer of the new mortgage ) has stated that its legal fees will cost $8,000. Mr. Newman asked to be appointed as the coop's mortgagee lawyer. His fee would be $7500. The decided to use him as the co-op lawyer. ( 4/2 ). Mr. Newman was not present for the vote.

10. Annual Meeting - the general shareholder meeting was scheduled for Nov. 14, 1995, at 7-00 p.m. in the exercise room.

11. Carpeting - the board discussed the fact that several recent move-ins did not meet the 80% if square foot requirement. To enhance compliance with this policy, the board voted to not return the mandatory $500 move-in deposit, until a board member signs off on the carpeting. N.B. - this doesn't affect the policy towards sublettors, whose deposit will not be returned until after they have vacated. (7/0)

12. Real Estate Brokers - the arrangement with Waverly real - estate, 4% instead of 6% commission, and promise to advertise and market the building, was reviewed. The Board feels that Waverly has not acively pursued sales in the building. The board will interview other real-estate agents. Messieurs DelVecchio and Mishkin volunteered to do the preliminary work.

13. There being no further business the meeting was adjourned.

14. Notice of the meeting was waived by all present.

/s/ Robert J Mishkin                    
Robert J Mishkin, Secretary

                             MINUTES
                          OF THE MEETING
                    OF THE BOARD OF DIRECTORS
               350 BLEECXER STREET APARTMENT CORP.
                          JULY 11, 1995
                            7:00 P.M.

A meeting of the Board of Directors of 350 Bleecker Street 
Apartment Corp. was held on July 11, 1995 at 7:00 p.m. at 
350 Bleecker Street. All members were present. Kimberly 
Minarovich arrived late.

The following items were discussed and/or decided.

1.   Purchase applications:

     (a)  The Board approved in concept Mr. Lilien's
          purchase of part or all of the hallway around his
          apartment and the purchase of adjoining apartment 3D.
          Mr. Lilien will decide on whether to purchase hall
          space when the cost is determined.  He did not
          participate in nor was he present during the
          discussion of this matter.

     (b)  Mses. Bostelman and Blake wish to purchase 
          apartment 3H, an apartment next to theirs. Since the 
          Board has recently reviewed their financial 
          statements, they do not need further documentation. 
          The Board then approved the purchase subject to review 
          of the contract of sale.

     (c)  Therapists wishing to purchase apartments for 
          professional use other than on the ground floor will 
          be considered for approval on a case by case basis.

2.   Shareholder situations:

     (a)  Mr. Newman will inform Renata Squadrilli 
          (apartment 1J) by letter that the Board is looking 
          into her noise complaint against Ty Burnette 
          (apartment 2J). Mses. Canino and Minarovich will try 
          to meet with Ms. Burnette and will leave her a note 
          saying they want to meet in her apartment if she is 
          not at home when they visit her.

     (b)  Mark Lilien will take care of Linda Schloss' 
          request for trimming the tree and ivy outside of her 
          apartment.

     (c)  Mr. Lignel has not yet paid his late fees.

     (d)  Mr. Newman informed, by letter, Tierney/Miller 
          that their request to continue to sublet was denied by 
          the Board in accordance with current policy.

     (e)  Ms. Hamer has requested a sublease application.

3.   Building plant:

     (a)  The cost for the renewal of the current 
          policy for building insurance will increase by $12,000 
          and provide additional coverage. Mr. Newman will 
          continue to investigate other insurance carriers for 
          the building's insurance.

     (b)  Mr. Newman will ask for a proposal from an 
          exterminator to deal with the building's pest 
          extermination problem.

     (c)  The Board met with the building's engineer, Fred 
          Hannaham, to ascertain his recommendations and 
          concerns with respect to the contractor to be hired to 
          replace the boiler and remove the asbestos. He also 
          reported that the cost to fix the garage ramp is about 
          $38,000.

          After Mr. Hannham left the meeting, and 
          following a long discussion, the Board voted to let 
          the subcommittee make the final determination on which 
          contractor to hire. (5 yeses, 2 abstentions)

4.   Sublease renewals:

     (a)  Pagano (apt. 3A) approved (6 yeses, 1
          abstention).
     (b)  Glasserman (apt. 5D) approved (6 yeses, 1 absten-
          tion).
     (c)  Mr. Newman will check status of Hoskins (apt. 2H).

     The Board decided to leave the parent/child sublet
     situation as is.

5.   Mr. Newman is waiting for more information from
     Singapore Bank on their terms for refinancing the 
     building's mortgage. Mr. Mishkin has produced mortgage 
     amortization tables for the Board's information. This 
     topic will be discussed at the next Board meeting.

6.   New business:

     (a)  Mr. Hannaham told the Board that the 
          architect doing the renovations for apt. LH should 
          have liability insurance because he believes the 
          apartment is too small to be redesigned with no vents 
          which is what the architect is proposing.

     (b)  Mr. Del Vecchio will discuss with Geoffrey, the 
          doorman, what his duties are.

     (c)  Mr. Newman invited the Board to his summer home 
          for August 19, 1995. Details will follow.

7.   Notice of the meeting was waived.

8.   There being no further business, the meeting was
     adjourned.

/s/ Linda S. Jones                               
Linda S. Jones Secretary	July 28, 1995

MINUTES OF THE MEETING
OF THE BOARD OF DIRECTORS
350 BLEECKER STREET APARTMENT CORP.
MAY 14, 1996

A meeting of me board of directors of me 350 Bleecker Street Apartment Corp. was held on May 14, 1996 at 7:00 p.m. at 350 Bleecker St. Present were Messrs. Kafadar, Lilien, Mishkin, Newman, Ms. Minarovich and Spry. Mr. Toboroff was absent.

The following items were discussed and/or decided

1. Review of prior minutes - minutes of April 9, 1996, were discussed

2. Shareholder situations -

3. Construction update

page 2
minutes May 14,1996.

4. Sales

5. Sublet Interview Approval of sublet of Mr. David Ong's apartment, 1 M, to Ms. Judi Shinn, was denied pending me outcome of verification of a housing court judgment against her. If the judgment is verified, approval will be denied. If the judgment is not verified, Mr. Newman will contact the board members for their positions. 6/0

6. Sale hallway space. Mr. Lilien has obtained a second appraisal for me value of hallway space. He asked that the value determined by the board be in affect for the next three years for any other potential purchaser. He also informed me board that he cannot now use me space, as his plans would not comply with the American's with Disabilities Act, however he is seeking a variance. The board decided as follows:

Both Mr. Lilien and Kafadar ( who is also interested in buying hallway space ) were not present for the discussion and vote. The approval was 4/0.

7. Security System. The Board is considering the installation of closed circuit TV cameras, which would be available on channel on the Cable System ( previously negotiated with Time Warner .) In addition, the board is exploring the use of magnetic keys to the front and garage doors. Mr. Kafadar will obtain estimates.

8. There being no further business the meeting was adjourned.

9. Notice of the meeting was waived by all present.

EXHIBIT G

EXHIBIT H

EXHIBIT I

EXHIBIT J

STATE OF CALIFORNIA )
                    ) ss.:
COUNTY OF ORANGE    )

                         PROXY STATEMENT

                  ANNUAL MEETING OF SHAREHOLDERS

                                OF

               350 BLEECKER STREET APARTMENT CORP.

                        NOVEMBER 11, 1997


I(We)___________________________________________________________
	Print Names(s)

hereby give my(our) proxy to____________________________________

with respect to the shares I(we) own in 350 Bleecker Street

Apartment Corp. to be used at the Annual Meeting of Shareholders

now scheduled to take place on November 11, 1997, and any

adjournments thereof. I(We) state that I(we) own _______ shares

of the stock of the Corporation. I(We) understand that this

proxy is revocable in writing or if I(we) am present at the

meeting. I direct this Proxy to be voted as follows:

                                   CHECK ONE ONLY

For the amendment:                 ______________

Against the amendment:             ______________

(IF NO CHOICE IS MADE THE PROXY HOLDER MAY VOTE IN HIS/HER
DISCRETION.)

Dated:                   SIGNATURES OF SHAREHOLDER(S)*

                        (Signature) ____________________________
                        (Print Name) ___________________________

                        (Signature) ____________________________
                        (Print Name) ___________________________

*Name(s) must be exactly the same as on corporate stock
certificate. If stock is held by more than one person, all persons
must sign this proxy.


c/shir/notices/proxy