-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0001193805-07-001829.txt : 20070706
<SEC-HEADER>0001193805-07-001829.hdr.sgml : 20070706
<ACCEPTANCE-DATETIME>20070706151717
ACCESSION NUMBER:		0001193805-07-001829
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20070706
DATE AS OF CHANGE:		20070706
GROUP MEMBERS:		CHARLES FRISCHER
GROUP MEMBERS:		JON GOODMAN
GROUP MEMBERS:		STEVEN A. BERGER

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
		CENTRAL INDEX KEY:			0000746514
		STANDARD INDUSTRIAL CLASSIFICATION:	OPERATORS OF APARTMENT BUILDINGS [6513]
		IRS NUMBER:				042619298
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-53851
		FILM NUMBER:		07967353

	BUSINESS ADDRESS:	
		STREET 1:		39 BRIGHTON AVE
		CITY:			ALLSTON
		STATE:			MA
		ZIP:			02134
		BUSINESS PHONE:		6177830039

	MAIL ADDRESS:	
		STREET 1:		39 BRIGHTON AVE
		CITY:			ALLSTON
		STATE:			MA
		ZIP:			02134

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Frischer Charles
		CENTRAL INDEX KEY:			0001402258

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		212-508-9470

	MAIL ADDRESS:	
		STREET 1:		C/O ZEPHYR MANAGEMENT
		STREET 2:		320 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>e602353_sc13da-nerealty.txt
<DESCRIPTION>SCHEDULE 13D/A
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                  SCHEDULE 13D
                    under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                             -----------------------

                NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
                -------------------------------------------------
                                (Name of Issuer)

                               Depositary Receipts
                               -------------------
                         (Title of Class of Securities)

                                    644206104
                             ----------------------
                             (CUSIP Number of Class
                                 of Securities)

                             -----------------------

                               Charles L. Frischer
                               30 West 63rd Street
                                     Apt 12
                               New York, NY 10023



     ----------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 5, 2007
                                  ------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).


(continued on next page(s))                                          Page 1 of 8
<PAGE>

CUSIP NO.  644206104                   13D                           Page 2 of 8

- --------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Steven A. Berger
      I.R.S. I.D. No.
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) |X|
                                                                         (b) |_|

- --------------------------------------------------------------------------------
3     SEC USE ONLY


- --------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      PF
- --------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(e) OF 2(f)                                         |_|


- --------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      USA
- --------------------------------------------------------------------------------
               7     SOLE VOTING POWER

                     28,147
               -----------------------------------------------------------------
  NUMBER OF    8     SHARED VOTING POWER
   SHARES
 BENEFICIALLY        - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH       9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            28,147
    WITH       -----------------------------------------------------------------
               10    SHARED DISPOSITIVE POWER

                     - 0 -
- --------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      28,147
- --------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|


- --------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      2.1%
- --------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
- --------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP NO.  644206104                   13D                           Page 3 of 8

- --------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Charles Frischer
      I.R.S. I.D. No.
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) |X|
                                                                         (b) |_|

- --------------------------------------------------------------------------------
3     SEC USE ONLY


- --------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      PF
- --------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(e) OF 2(f)                                         |_|


- --------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      USA
- --------------------------------------------------------------------------------
               7     SOLE VOTING POWER

                     52,096
               -----------------------------------------------------------------
  NUMBER OF    8     SHARED VOTING POWER
   SHARES
 BENEFICIALLY        - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH       9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            52,096
    WITH       -----------------------------------------------------------------
               10    SHARED DISPOSITIVE POWER

                     - 0 -
- --------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      52,096
- --------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|


- --------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      3.9%
- --------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
- --------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP NO.  644206104                   13D                           Page 4 of 8

- --------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Jon Goodman
      I.R.S. I.D. No.
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) |X|
                                                                         (b) |_|

- --------------------------------------------------------------------------------
3     SEC USE ONLY


- --------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      PF
- --------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(e) OF 2(f)                                         |_|


- --------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      USA
- --------------------------------------------------------------------------------
               7     SOLE VOTING POWER

                     1,000
               -----------------------------------------------------------------
  NUMBER OF    8     SHARED VOTING POWER
   SHARES
 BENEFICIALLY        - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH       9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            1,000
    WITH       -----------------------------------------------------------------
               10    SHARED DISPOSITIVE POWER

                     - 0 -
- --------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,000
- --------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|


- --------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      0.1%
- --------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
- --------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP NO.  644206104                   13D                           Page 5 of 8

Item 1. Security and Issuer

      This Amendment No. 1 amends certain information contained in the Schedule
13D filed jointly by Steven Berger, Charles Frischer and Jon Goodman with
respect to its ownership interest New England Realty Associates Limited
Partnership, a Massachusetts limited partnership (the "Issuer"), on June 14,
2007 (the "13D"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the 13D.


Item 3. Source and Amount of Funds of Other Consideration.

      Item 3 is amended by adding the following:

      Steven Berger purchased 12,302 Depositary Receipts from June 21, 2007
through July 5, 2007 for an aggregate purchase price of $1,032,402. Mr. Berger
used his personal funds to acquire these Depositary Receipts.

Item 4. Purpose of Transaction.

      Item 4 is amended by adding the following:

      On July 5, 2007, Charles Frischer, on behalf of himself and the other
Reporting Persons, sent a letter to the Issuer advising the Issuer that the
consent being sought pursuant to the Issuer's Proxy Statement filed with the
Securities and Exchange Commission on June 28, 2007 (the "Proxy Statement")
pursuant to which the Issuer is seeking the consent of limited partners and
depositary receipt holders of the Partnership (collectively, "Limited Partners")
to the appointment of three individuals to the Advisory Committee of the Issuer
does not comply with the terms of the Second Amended and Restated Contract of
Limited Partnership of the Issuer (the "Partnership Agreement"). In addition,
the letter stated that Proxy Statement is significantly deficient in its
disclosure regarding the consent being sought and that in light of the
foregoing, the Reporting Persons demanded that, at a minimum, the Proxy
Statement be modified to comply with the Partnership Agreement and applicable
law. A copy of the letter is attached hereto as Exhibit 3 and incorporated by
this reference.

Item 5. Interest of Securities of the Issuer.

      Item 5 is amended as follows:

      (a) and (b) Beneficial ownership

      As of the date of this Amendment No. 1 to Schedule 13D, the Reporting
Persons beneficially owned the respective numbers of Depositary Receipts set
forth below. The percentages set forth below and on the cover pages hereto
represent percentages of the outstanding Depositary Receipts based on a total of
1,323,766 Depositary Receipts outstanding at March 31, 2007 as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2007.

<PAGE>

CUSIP NO.  644206104                   13D                           Page 6 of 8

Reporting Person             Number of Depositary Receipts            Percentage
- ----------------             -----------------------------            ----------

Steven A. Berger                         28,147                          2.1%
Charles Frischer                         52,096                          3.9%
Jon Goodman                              1,000                           0.1%
All Members of the Group                 81,243                          6.1%

      By virtue of their status as a "group" for purposes of Rule 13d-5, each of
the Reporting Persons may be deemed to have shared voting and dispositive power
over the Depositary Receipts owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of the Depositary Receipts owned
by the other Reporting Persons.

      Steven A. Berger has sole voting power and sole investment power with
respect to all of the 28,147 Depositary Receipts he beneficially owns.

      Charles Frischer has sole voting power and sole investment power with
respect to all of the 52,096 Depositary Receipts he beneficially owns.

      Jon Goodman has sole voting power and sole investment power with respect
to all of the 1,000 Depositary Receipts he beneficially owns.

      (c) Transactions during the past sixty days

      Information with respect to each of the Reporting Persons transactions
effected during the past 60 days are set forth on Annex A hereto.

      (d) Right to receive dividends or proceeds

      Not applicable.

      (e) Beneficial ownership of less than five percent

      Not applicable.

<PAGE>

CUSIP NO.  644206104                   13D                           Page 7 of 8

Item 7. Materials to be Filed as Exhibits.

      Item 7 is amended by adding the following:

      3.    Letter from Charles Frischer to the Issuer dated July 5, 2007

                                   Signatures

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

      Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of
each of the Reporting Persons.

Dated as of: July 6, 2007


                                                     /s/ Steven A. Berger
                                                     ---------------------------
                                                     Steven A. Berger


                                                     /s/ Charles Frischer
                                                     ---------------------------
                                                     Charles Frischer


                                                     /s/ Jon Goodman
                                                     ---------------------------
                                                     Jon Goodman

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).

<PAGE>

CUSIP NO.  644206104                   13D                           Page 8 of 8

                                     ANNEX A

          Schedule of Transactions in Depositary Receipts of the Issuer
                             During the Past 60 Days

                                Steven A. Berger
                                ----------------

Date of Transaction     Quantity Purchased(1)    Price per Depositary Receipt(2)
- -------------------     ---------------------    -------------------------------
5/07/2007                        1000                        $85.01
5/09/2007                        400                         $83.01
5/09/2007                        200                         $83.51
5/09/2007                        300                         $83.01
5/09/2007                        500                         $82.71
5/10/2007                        300                         $82.51
5/10/2007                        600                         $82,51
5/11/2007                        200                         $82.54
5/14/2007                        500                         $83.27
5/15/2007                        400                         $84.02
5/16/2007                        500                         $83.87
5/22/2007                        500                         $82.76
5/22/2007                        500                         $83.01
5/24/2007                        300                         $82.78
5/25/2007                        500                         $83.52
6/21/07                          500                         $81.77
6/28/07                          100                         $83.18
6/29/07                         1,000                        $84.01
7/02/07                         6,100                        $84.03
7/03/07                          100                         $84.38
7/05/07                         4,502                        $84.00

                               Charles Frischer
                               ----------------

Date of Transaction     Quantity Purchased(1)    Price per Depositary Receipt(2)
- -------------------     ---------------------    -------------------------------
6/13/2007                       1,000                        $77.00
6/13/2007                        950                         $76.50

                                  Jon Goodman
                                  -----------

Date of Transaction     Quantity Purchased(1)    Price per Depositary Receipt(2)
- -------------------     ---------------------    -------------------------------
5/09/2007                        700                         $83.00

(1)   All purchases were effected through open market or privately negotiated
      transactions.
(2)   Inclusive of brokerage commissions
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>2
<FILENAME>e602353_ex99-3.txt
<DESCRIPTION>LETTER FROM CHARLES FRISCHER
<TEXT>


                                CHARLES FRISCHER
                               30 West 63rd Street
                                     Apt 12
                               New York, NY 10023

                                  July 5, 2007


VIA FACSIMILE AND
FEDERAL EXPRESS

New England Realty Associates Limited Partnership
39 Brighton Avenue
Allston, Massachusetts 02134

Attn:  Ronald Brown
       President

Dear Mr. Brown:

      Together with Mr. Steven Berger and Mr. Jon Goodman we collectively own
82,243 depositary receipts of New England Realty Associates Limited Partnership,
a Massachusetts limited partnership (the "Partnership"). On behalf of myself and
Messrs. Berger and Goodman, this letter is to advise you that the consent being
sought pursuant to the Partnership's Proxy Statement filed with the Securities
and Exchange Commission on June 28, 2007 (the "Proxy Statement") pursuant to
which the Partnership is seeking the consent of limited partners and depositary
receipt holders of the Partnership (collectively, "Limited Partners") to the
appointment of three individuals to the Advisory Committee of the Partnership
does not comply with the terms of the Second Amended and Restated Contract of
Limited Partnership of the Partnership (the "Partnership Agreement"). In
addition, the Proxy Statement is significantly deficient in its disclosure
regarding the consent being sought. In light of the foregoing, we demand that,
at a minimum, the Proxy Statement be modified to comply with the Partnership
Agreement and applicable law.

      Let us explain:

      First , Section 14.11 of the Partnership Agreement provides "in the event
of a vacancy in the membership of the Advisory Committee the remaining members
thereof may elect a successor thereto, subject to the approval, within a period
of sixty days after the date of the notices referred to hereinafter, of the
holders of a majority of the Limited Partnership Units, voting thereon as a
single class." The Proxy Statement does not provide for an appointee to fill a
vacancy, which we note has existed for over three years with no effort on behalf
of the Partnership to seek Limited Partner consent for a replacement as required
by the terms of the Partnership Agreement, it seeks consent of Limited Partners
to three persons for appointment to the Advisory Committee. To our knowledge,
the two current Advisory Committee members have not resigned. One can only
surmise, as the Proxy Statement is anything but clear on this point, that if all
three nominees were to receive majority approval, then the nominee who receives
the greatest votes would fill the vacancy and the other two would be in
"reserve" to fill future vacancies. The Partnership Agreement does not provide

<PAGE>

New England Realty Associates Limited Partnership
July 5, 2007
Page 2

for this "reserve" mechanism. Apparently, the inclusion of three persons as
appointees in the Proxy Statement is an effort to confuse limited partners into
thinking they are electing an entirely new Advisory Committee when, in fact, it
is being done to line-up future appointees who can be appointed to the Advisory
Committee at some time in the future when such person may or may not be suitable
for replacement and without the consent of the then Limited Partners.

      Second, the members of the Advisory Committee are required to be limited
partners who are not also general Partners or Affiliates. The Proxy Statement
fails to disclose the ownership of each of Messrs. Nahigian and Nolan or their
relationship, or lack thereof, with the General Partner. This is particularly
important in light of the current Advisory Committee members' obvious failure to
look out for the best interests of the Limited Partners. After all, the current
Advisory Committee members, Messrs. Raffoul and DiGregorio, are also directors
of the General Partner, they inexcusably allowed the vacancy on the Advisory
Committee to exist for over three years, and their ownership in the Partnership
is nominal. Which leads us to a corollary issue: how can the current members of
the Advisory Committee qualify as Advisory Committee members? It seems logical
to us that their position as directors of the General Partner, whose directors
are not elected by the limited partners on an annual basis, creates an
affiliation with the General Partner which is clearly not in the spirit of the
intent of the Advisory Committee.

      Third, the Proxy Statement fails to provide a substantial amount of
information required by Regulation 14A as well as information which is necessary
for Limited Partners to make an informed decision.

      It is quite troubling that the General Partner continues to fail to take
into consideration the rights and interests of Limited Partners. The Proxy
Statement makes clear to us that the General Partner is seeking to stock the
Advisory Committee with its cronies for years to come and continues to view the
Limited Partners, the true owners of the Partnership, as a nuisance only to be
dealt with when they must and then in a way contrary to the Partnership
Agreement and applicable law and in a manner to further seek to disenfranchise
both current and future Limited Partners.

      We trust that you will revise the Proxy Statement to conform with the
terms of the Partnership Agreement and Regulation 14A and in accordance with the
items highlighted above. We further demand that Limited Partners be provided
with not less than 30 days from the date of the filing of the amendment to the
Proxy Statement to elect to vote in favor of or against a single nominee for
appointment to the Advisory Committee.

      Finally, demand is hereby made pursuant to Section 21 of the Massachusetts
Uniform Limited Partnership Act for a list of all partners of the Partnership
and true and full information regarding the state of business and financial
condition of the Partnership. Please advise Charles Frischer at 212-508-9470 as
to the date and time that inspection and copying of these materials can be made.

<PAGE>

New England Realty Associates Limited Partnership
July 5, 2007
Page 3

      If the Partnership fails to comply with the foregoing requests by July 12,
2007, we will be forced to take such actions as we deem appropriate to protect
our rights as a Limited Partner and the rights of all other Limited Partners.

                                                         Sincerely,


                                                         Charles Frischer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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