---

Thirty-SEVENth Amendment

---

THIS AMENDMENT MODIFIES AND SUPPLEMENTS THE TERMS OF THE ORIGINAL OFFERING PLAN DATED JUNE 15, 1984. THE OFFERING PLAN HAS BEEN PREVIOUSLY AMENDED.

DATED: April 28, 2006

---

THIRTY SEVENTH AMENDMENT
TO
COOPERATIVE OFFERING PLAN FOR
PREMISES LOCATED AT
2 FIFTH AVENUE, NEW YORK, NEW YORK

The purpose of this Thirty Seventh Amendment is to modify and supplement the cooperative Offering Plan for the premises located at 2 Fifth Avenue, New York, New York, File No. C83-0126, as amended by amendments First through Thirty-Six.

1. OPERATING BUDGET

Annexed hereto as Exhibit A is a copy of the operating budget of the Apartment Corporation for the year beginning January 1, 2006. This budget is for informational purposes only. The holder of Unsold Shares does not adopt the budget or make any representations as to the adequacy, accuracy or completeness of same or any item shown therein and none should be implied. The holder of Unsold Shares did not prepare the budget of the Apartment Corporation and has not independently verified the information contained therein.

2. MAINTENANCE CHARGES.

Pursuant to the Apartment Corporation's operating budget for 2006, there was no increase in monthly maintenance charges.

3. CERTIFIED FINANCIAL STATEMENTS.

Annexed hereto as Exhibit B is the certified financial statement for the period January 1, 2005 to December 31, 2005.

4. BOARD OF DIRECTORS/ OFFICERS.

The officers and directors of the Apartment Corporation are as follows:

*Affiliated with holder of Unsold Shares.

5. REQUIRED DISCLOSURE REGARDING FINANCES OF THE HOLDER OF UNSOLD SHARES.

(a) Annexed hereto as Exhibit C is a list of the Unsold Shares, representing units held by the holder of unsold shares as of March 16, 2006;

(b) The aggregate monthly maintenance charges for all shares owned by the holder of Unsold Shares is $99,754.72 as of April 1, 2006;

(c) The aggregate monthly rents received from tenants of all apartments owned by the holder of Unsold Shares is $141,511.57 as of Marchl 16, 2006;

(d) Other than the payment of maintenance charges, the holder of Unsold Shares has no financial obligations to the Apartment Corporation that will be coming due within the twelve month period commencing with the date of this amendment;

(e) The Unsold Shares held by the holder of Unsold Shares are unencumbered and have not been pledged as security for any loan;

(f) Monthly maintenance on the apartments owned by the holder of Unsold Shares will be paid from rents received for these apartments;

(g) The holder of Unsold Shares is current on all financial obligations under the Offering Plan and has been current during the twelve month period to the filing of this amendment;

(h) Principals of the holder of Unsold Shares collectively own more than ten (10%) percent of the shares of Park 65 Realty Corp., which is the owner of the cooperative building located at 65 Central Park West, New York City. The offering plan for the premises located at 65 Central Park West is on file with the Department of Law, file number C850371, and is available for public inspection. The holder of Unsold Shares at 65 Central Park West is current in its obligations; and

(i) The closing of title with the Apartment Corporation occurred on June 5, 1986. Sponsor relinquished control of the board of directors on July 16, 1986.

7. NO OTHER CHANGES

Except as set forth herein, there have been no material changes in the terms and conditions of the offering.

Dated: New York, New York
April 28, 2006

2 FIFTH AVENUE L.P.,
Holder of Unsold Shares

 

EXHIBIT C

2 FIFTH AVENUE

UPDATED 3/11/05

TOTAL NUMBER OF SHARES HELD BY 2 FIFTH AVENUE L.P. 50,128