FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BROWN RONALD
2. Issuer Name and Ticker or Trading Symbol

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP [ NEN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

NEW ENGLAND REALTY ASSOCIATES LP, 39 BRIGHTON AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2019
(Street)

ALLSTON, MA 02134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
NEN Class B Units of Limited Partnership Interest  9/30/2019    J(1)    10.0  D $1787 (3) 5803.5  D   
NEN Units of General Partner Interest  9/30/2019    J(1)    0.5 (2) D $1787 (3) 305.5 (2) I  By Close-Held Corporation 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Pursuant to the Partnership's equity repurchase program, as renewed and reauthorized by the Board of Directors of the General Partner on March 10, 2015 and as further described in the Partnership's Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2015, the Partnership repurchased 10.0 Class B Units of Limited Partnership Interest directly beneficially owned by the reporting person and 0.5 Units of General Partner Interest from the general partner of the Partnership that are indirectly beneficially owned by the reporting person.
(2)  Amounts reported represent 25% of the securities owned by the close-held corporation (which corporation is the general partner of the Partnership) based upon the reporting person's 25% equity interest in the corporation.
(3)  The purchase price of the Class B Units and Units of General Partner Interest was equal to the $59.57 purchase price of the Depositary Receipts (each of which represents one-thirtieth of a Class A Unit of the Partnership) contemporaneously repurchased by the Partnership pursuant to its equity repurchase program.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BROWN RONALD
NEW ENGLAND REALTY ASSOCIATES LP
39 BRIGHTON AVENUE
ALLSTON, MA 02134
X
President

Signatures
Ronald Brown 10/3/2019
**Signature of Reporting Person Date


New England Realty Assoc... (AMEX:NEN)
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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