UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer.

This statement relates to the Depositary Receipts of New England Realty Associates Limited Partnership, a Massachusetts limited partnership (the “Partnership”). The address of the Partnership’s principal executive office is 39 Brighton Avenue, Allston, Massachusetts 02134.

Item 2.

Identity and Background.

This Amendment No. 2 to Schedule 13D is being filed on behalf of the NERA 1994 Irrevocable Trust (the “1994 Trust”), a grantor trust established by Harold Brown, a controlling stockholder and member of the board of directors of NewReal, Inc., the general partner of the Partnership.  The 1994 Trust’s business address is c/o Dionne and Gass LLP, 131 Dartmouth Street, Boston, MA 02116.  The beneficiaries of the 1994 Trust are trusts for the benefit of children of Mr. Brown. During his lifetime, Mr. Brown is entitled to receive the income from the 1994 Trust and has the right to reacquire the Depositary Receipts held by the 1994 Trust provided that substitute assets are transferred to the 1994 Trust. Accordingly, Mr. Brown may be deemed to beneficially own the Depositary Receipts held by the 1994 Trust. Mr. Brown currently has no voting or investment power over the Depositary Receipts held by the 1994 Trust and disclaims beneficial ownership of such Depositary Receipts pursuant to Rule 13d-4. Sally E. Michael and Robert Somma, as trustees of the 1994 Trust (the “Trustees”), share voting and investment power over the Depositary Receipts held by the 1994 Trust, subject to the provisions of the 1994 Trust, and thus may each be deemed to beneficially own the Depositary Receipts held by the 1994 Trust. The Trustees have no pecuniary interest in the Depositary Receipts held by the 1994 Trust and disclaim beneficial ownership of such Depositary Receipts pursuant to Rule 13d-4.

On April 8, 2009, the 1994 Trust purchased 100 Depositary Receipts in open market transactions for an aggregate purchase price of $5,600.

On April 14, 2009, the 1994 Trust purchased 100 Depositary Receipts in open market transactions for an aggregate purchase price of $5,750.

On April 16, 2009, the 1994 Trust purchased 100 Depositary Receipts in open market transactions for an aggregate purchase price of $5,900.

On October 15, 2009, the 1994 Trust effected an equity exchange with the Harold Brown 1999 Revocable Trust (the “1999 Trust”), a separate grantor trust established by Mr. Brown, pursuant to which the 1994 Trust transferred 220,000 Depositary Receipts to the 1999 Trust in exchange for ownership interests in 13 properties consisting of an aggregate of 260,888 square feet of retail, office and residential space with a fair market value of approximately $11,581,744.

On June 4, 2010, the 19994 Trust transferred 30,000 Depositary Receipts to the 1999 Trust as consideration for a 2.18% economic interest in HBC Holdings, LLC (“HBC Holdings”).  Mr. Brown is the sole manager of HBC Holdings with sole voting and dispositive control over the Depositary Receipts and Class B Units beneficially owned by HBC Holdings, however Mr. Brown does not have any economic interest in HBC Holdings.

On January 12, 2011, the 1994 Trust transferred 69,283 Depositary Receipts to HBC Holdings as partial consideration for additional economic interests in HBC Holdings resulting in an aggregate economic interest in HBC Holdings of 19.37% as of January 12, 2011.

During the past five years, neither Mr. Brown nor the Trustees have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).  During the past five years, neither Mr. Brown nor the Trustees have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  Mr. Brown and the Trustees are United States citizens.

Item 3.

Source and Amount of Funds and Other Consideration.

The 1994 Trust has acquired Depositary Receipts from time to time since it was established in 1994.  The Depositary Receipts beneficially owned by the 1994 Trust include Depositary Receipts acquired by (i) bona fide gifts of Depositary Receipts from Mr. Brown to the 1994 Trust, (ii) open market purchases executed in broker’s transactions, and (iii) distributions of Depositary Receipts from the Partnership. The 1994 Trust used its own assets to purchase such Depositary Receipts, which at any given time may have included funds deposited by Mr. Brown.

Item 4.

Purpose of Transaction.

The 1994 Trust was established by Mr. Brown as a family and estate planning entity for the benefit of his children.  Mr. Brown currently has no voting or investment power over the Depositary Receipts held by the 1994 Trust and disclaims beneficial ownership of such Depositary Receipts pursuant to Rule 13d-4.  The acquisition and disposition of Depositary Receipts by the 1994 Trust has been in accordance with the terms and conditions of the provisions of the 1994 Trust and in furtherance of the family and estate planning objective for which it was formed.

Item 5.

Interest in Securities of the Company.

(a)  The aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by the 1994 Trust may be found in rows 11 and 13 of the Cover Page, which hereby is incorporated by reference.

(b)  The powers that the 1994 Trust identified in the preceding paragraph as relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page, which hereby is incorporated by reference.

(c)  Transactions in Depositary Receipts by the 1994 Trust that were effected since the most recent filing on Schedule 13D by the 1994 Trust are set forth in Item 1 above and are incorporated herein by reference.

(d)  None.

(e)  Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

To the best of the knowledge of Mr. Brown and the Trustees, there are no other contracts, arrangements, understandings or relationships with respect to the securities of the Partnership.

Item 7.

Materials to be Filed as Exhibits.

None.

NERA 1994 IRREVOCABLE TRUST

Date: January  26, 2011

By:

/s/ Sally E. Michael

Name:

Sally E. Michael

Title:

Trustee