MANAYUNK NEIGHBORHOOD COUNCIL,	        : COURT OF COMMON PLEAS
FRIENDS OF MANAYUNK CANAL & ET AL	: PHILADELPHIA COUNTY
		Appellants
	VS.
				        : September Term, 2000
ZONING BOARD OF ADJUSTMENT OF THE	: No. 001202
CITY OF PHILADELPHIA

		                        : October Term, 2000
			
and	                                : No. 002398

THE CITY OF PHILADELPHIA

Appellees


	FINDINGS OF FACT AND CONCLUSIONS OF LAW
	OF THE ZONING BOARD OF ADJUSTMENT


This appeal is taken by the above named Appellants from a decision of
the Zoning Board of Adjustment of the City of Philadelphia ("Zoning
Board"), in the Calendar Number 99-1388, granting use and zoning
variances with provisos for the property located at 4320-4368 Main
Street, Philadelphia, Pennsylvania.  Accordingly, as provided by law,
the Board makes the following Findings of Fact and Conclusions of Law.

FINDINGS OF FACT

1.  On November 22, 1999, legal counsel for Cotton Street Landing
("Applicant') applied to the Department of Licenses and Inspections
("L&I") for zoning and use registration permits to allow on the
subject property the relocation of lot lines to create one (1) lot
from three (3) lots, the demolition of existing structures, and the
erection of one (1), four and five-story structure, one (1), four and
five-story structure with a subbasement and one (1), basement garage
located below the floor line as part of a 270 apartment building with
392 accessory parking spaces,

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accessory recreation area and pool for residents only and 183 public
parking spaces.  The proposed construction would be located in a
floodway.  (Application for Zoning and/or Use Registration Permit No.
991119040).

2.  L&I determined that Applicant's proposals for the subject property
would not comply with the use, area, parking and floodway regulations
for a G-2 Industrial District as set forth in the City of Philadelphia
Zoning Code at Sections 14-508(3)(b), 14-1606(5)(a) and 14-1404(4).
Accordingly, L&I issued two (2) zoning refusal and three (3) use
refusals on December 2, 1999.  In addition, L&I made a note to the
Zoning Board that prior to the issuance of the requested permits,
approval from the City of Philadelphia's Planning Commission, Streets
Department and Water Department would be required and a complete plot
plan showing and dimensioning the one story portion of Applicant's
proposals would have to be submitted prior to the hearing before the
Board.  (Notice of Refusal of Permit).

3.  On December 10, 1999, Applicant appealed the refusals to the
Zoning Board.  A series of public hearings were held before a quorum
of the Board's members on December 22, 1999, Much 13, 2000 and June
12, 2000.  (Petition of Appeal to the Zoning Board; 12/22/99 N.T.  at
1; 3/13/00 N.T.  at 1; 6/12/00 N.T.  at 1).

4.  On August 14, 2000, Applicant was notified in writing that the
Zoning Board voted to grant use and zoning variances for the subject
property with the following provisos:

	a) approval from City of Philadelphia's Planning Commission,
	Streets Department and Water Department must be obtained; b)
	maximum 153 apartment units;

	c) Applicant must meet all Federal, State and City
	requirements;

	d) all trash stored in an enclosed area within the property
	line;

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	e) commercial trash pick up; 

	f) garbage disposals and air-conditioning in each apartment unit;;

	g) must comply with the City of Philadelphia Fire Code. 

(Notice of Decision dated August 14, 2000).

5.  On August 29, 2000, Applicant made a written request for the
Zoning Board to reconsider its decision.  Subsequently, Applicant was
granted a rehearing limited to the issue of the Board's decision to
impose the 153 maximum apartment units proviso.  (Letter dated August
29, 2000 from Michael Skarloff; Letter dated September 8, 2000 from
Robert D'Agostino).

6.  On September 20, 2000, the rehearing was held before a quorum of
the Zoning Board's members.  On September 27, 2000, Applicant was
notified in writing that the Zoning Board voted to amend the
previously imposed proviso and allow the maximum number of apartment
units to be 270.  All the other provisos previously imposed by the
Board remained unchanged.  (Notice of Decision dated September 27,
2000).

7.  On December 30, 1999, subsequent to the first hearing held before
the Zoning Board, Ordinance 990762 was enacted by the Council of the
City of Philadelphia which changed the zoning designation of the
subject property from G-2 Industrial to RC-1 Residential.  However,
Applicant chose not to resubmit its application for zoning and use
registration permits.  Instead, Applicant proceeded with its appeal to
the Board pursuant to the refusals originally issued by L&I when the
property had been zoned G-2 Industrial (Letter dated August 29, 2000
from Michael Skarloff; 3/13/00 N.T.  at 67; Bill No.  990762).

8.  The subject property is an industrial complex comprised of
several, multistory structures.  Until approximately six (6) months
prior to the first public hearing held before the Zoning Board, the
subject property was occupied by the Connelly Container, Inc.  for the
storage

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of baled wastepaper.  when Applicant applied to L&I for zoning and use
registration permits, the property was zoned G-2 Industrial.
Applicant is the legal owner of the property.  (Application for Zoning
and/or Use Registration Permit No.  991119040; Amendment of Agreement
of Sale; Inspector's Report; 12/22/99 N.T.  at 26).

9.  The subject property is located on the west end of Venice Island,
a 1.7 mile-long, man-made island situated between the Manayunk Canal
(to the north) and the Schuylkill River (to the south).  Venice Island
and the subject property are located within the 100-year floodway of
the Schuylkill River.  (12/22/99 N.T.  at 20 and 33; Applicant's Site
Plan, Exhibit A-2; Flood Hazard Analysis Prepared by Dr.  John
Weggel).

10.  Located to the north of Venice Island is Manayunk, a neighborhood
comprised predominately of residential, row structures.  However,
Manayunk's Main Street is comprised predominately of commercial
properties.  (City of Philadelphia Zoning Map).

11.  Cotton Street, which spans over the Manayunk Canal, provides
vehicular and pedestrian access between Venice Island and the
mainland.  A foot bridge located to the west of the Cotton Street
provides additional pedestrian access.  Cotton Street intersects with
Manayunk's Main Street on the

12.  Currently, the subject property is comprised of three (3) lots.
Applicant proposes to relocate the lot lines to create one (1) lot.
(Application for Zoning and/or Use Registration Permit No.
991119040).

13.  Applicant proposes to demolish and remove the existing structures
on the subject property.  The total ground floor area encompassed by
the existing structures equals approximately 48,000 square feet.
(12/22/99 N.T.  at 21; Application for Zoning and/or Use Registration
Permit No.  991119040).

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14.  Applicant proposes to erect on the subject property a
multifamily, residential complex with accessory uses, to be comprised
of two (2), four-to-five stories structures, one with a subbasement.
The total ground floor area to be encompassed by the proposed
structures would equal approximately 4,000 square feet.  (12/22/99
N.T.  at 21; Application for Zoning and/or Use Registration Permit No.
991119040).

15.  Applicant proposes that the multifamily residential complex would
contain a total of 270 apartment units.  Approximately one-half of the
proposed units would be studio and one-bedroom apartments.  The other
one-half would be two-bedrooms apartments.  (12/22/99 N.T.  at 13 and
16; Application for Zoning and/or Use Registration Permit No.
991119040).

16.  Applicant proposes to locate the 270 apartment units one and
one-half (1-1/2) feet above the Schuylkill River's 100 year flood
level.  Applicant further proposes to provide each apartment with an
emergency evacuation plan, a copy of which would be forwarded to the
City of Philadelphia's Office of Emergency Management.  (12/22/00 N.T.
at 21; Applicant's Site Plan, Exhibit A-2).

17.  Applicant proposes to provide the multifamily residential complex
with a total of 575 parking spaces.  The proposed number of spaces
would equal one (1) parking space for each bedroom in the proposed
residential complex with an additional 183 spaces for public use.  The
proposed parking would be located partially below grade and entirely
within the Schuylkill River's 100 year flood level Applicant further
proposes that 48 of the 575 parking spaces would measure less than 8'
in width and 16' in length (i.e.  compact-sized) and that the
remaining, non handicapped-accessible, parking spaces would measure
8'6" in width and 18' in length.  (12/22/99 N.T.  at 14 and 21;
Applicant's Site Plan, Exhibit A-2).

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18.  Applicant proposes to improve the portions of the Manayunk
Canal's towpath and river walk which are located on the subject
property.  The improvements would not only be for the benefit of the
property's residents but also for the community.  (12/22/99 N.T.  at
15).

19.  Applicant modified its original proposals for the subject
property and agreed to provide an open court with a minimum width of
twelve (12) feet and handicapped-accessible parking spaces that would
measure thirteen (13) feet in width and eighteen (18) feet is length
(Letter dated March 13, 2000 from Michael Skarloff, 3/13/00 N.T.  at
33).

20.  Jack Thrower, an expert architect and land planner, opined that
Applicant's proposals for the subject property would be compatible
with the surrounding Manayunk neighborhood.  In addition, Mr.  Thrower
opined that the G-2 Industrial zoning classification was archaic an
inappropriate for the property and the Applicant's proposals would
satisfy the criteria for granting a variance.  (Curriculum Vitae,
Exhibit A-1; 12/22/99 N.T.  at 14-25 and 46).

21.  Elmore Boles, an expert civil and transportation engineer, opined
that Applicant's proposals for the subject property, including the
proposed 270 apartment units, would not substantially increase traffic
congestion in the subject area.  In addition, Mr.  Boles opined that
because Applicant's proposals would reduce the obstructions existing
on the subject property, the resistance in the flow of water would be
substantially reduced, and the water level during a flood would
actually be decreased by Applicant's proposals.  (12/22/99 N.T.  at 53
and 67; 3/13/00 N.T.  at 7-8; 9/20/00 N.T.  at 9-10; Curriculum Vitae,
Exhibit A-3; Traffic Analysis of Manayunk, Exhibit A-4; Traffic Impact
Study, Exhibit A-5; Traffic Impact Study, Exhibit A-14).

22.  Dennis Glackin, an expert land planner, opined that Applicant's
proposals for the subject property would generate $1,700,000.00 in
revenues and would cost in services only $845,000.00, resulting in a
generous, annual surplus for the City of Philadelphia.  In addition,

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Applicant's proposals would annually raise an additional $756,000.00
in school district revenues.  (Curriculum Vitae, Exhibit A-10; Fiscal
impact Statement, Exhibit A-11; 3/13/00 N.T.  at 23).

23.  Kevin Smith, a representative for the Manayunk Neighborhood
Council, testified in opposition to Applicant's proposals.  Mr.  Smith
opined that Applicant's proposals wood increase traffic congestion in
the subject area and would have a negative impact on the Smurfit Stone
Container Corporation, a large industrial complex located at the east
end of Venice Island.  The Zoning Board notes that Mr.  Smith was not
qualified as an expert witness.  (3/13/00 N.T.  at 38-53).

24.  Robin Mann, a representative of the Sierra Club, testified in
opposition to Applicant's proposals and explained that her association
has a policy against residential developments being located in a
floodway.  (3/13/00 N.T.  at 56-63).

25.  Councilman Michael Nutter opined that the Zoning Board should
impose the requirements set forth in Ordinance Nos.  990670 and
990671, which had been enacted by City Council as part of its
comprehensive plan for redevelopment on Venice Island to prevent
uncontrolled growth and overdevelopment.  (3/13/00 N.T.  at 67-73;
Letter dated March 13, 2000).

26.  Darlene Messina, a representative for the Friends of Manayunk
Council, testified in opposition to Applicant's proposals.  Ms.
Messina opined that Applicant's proposals would increase local
flooding and would not represent the best management practice for
storm water run-off.  The Zoning Board notes that Ms.  Messina was not
qualified as an expert witness.  (3/13/00 N.T.  at 74-80).

27.  Joseph Skupien and Geoffrey Goll, both hydraulic engineers,
opined that although the hydraulic analysis conducted by Dr.  John
Weggle satisfied FEMA's requirement in calculating the

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impact the proposed residential development would have on a 100-year
flood, the report should have went a step further and considered the
impact the proposed development would have on smaller type floods.
The Zoning Board notes that neither Mr.  Skupien or Mr.  Goll opined
that Applicant's proposed development would definitely cause an
increase in the water levels on Venice Island during any type of flood
situation.  (Report and Curriculum Vitae, Exhibit P-1; 6/12/00 N.T.
at 17-53).

28.  Andreas Heinrich, a traffic engineer, opined that Applicant's
proposals would have a negative impact on traffic conditions in the
subject area.  (Curriculum Vitae, Exhibit P-5; 6/12/00 N.T.  at
95-104).

29.  Wendy Lathrop, a consultant in the area of floodplain
regulations, opined that the best use for a floodplain was to keep it
as open space and to use it as a passive, recreational purpose.  In
addition, Ms.  Lathrop explained that if a municipality failed to
comply with the National Flood Insurance Programs technical
requirements, then the municipality would not be eligible for either
flood insurance or flood disaster relief funds.  (6/12/00 N.T.  at
134-144; Curriculum Vitae, Exhibit P-7; Summary of 6/12/00 Testimony,
Exhibit P-8; Report on Flood Plains and Flood Plains Management,
Exhibit P-9).

30.  Stephen Miller, a firefighter, opined that people are less likely
to evacuate from their place of residence than their place of
employment.  Mr.  Miller further opined that in the future someone
would drown on Venice Island if the proposed residential development
were allowed.  (6/12/00 N.T.  at 185192).

31.  The Zoning Board has received and considered a report from Hal
Schimier, a real estate agent in the Commonwealth of Pennsylvania, in
which he opined that Applicant's proposals

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would be the worst possible use of the subject property.  (Curriculum
Vitae and Report, Exhibit P-14).

32.  The Zoning Board has received and considered from Dr.  John
Richard Weggle, an expert hydraulic engineer, a flood hazard analysis
to determine what impact Applicant's proposals would have on water
Levels of the Schuylkill River during a 100-year flood.  Utilizing the
data provided by the US Army Corps of Engineers and adjusting it for
subsequent developments along the Schuylkill River, Dr.  Weggle opined
that the proposed residential development would not only comply with
FEMA's requirements by not causing an increase in the water levels
during a 100-year flood but would also improve flood conditions as a
result of removing obstructions from Venice Island.  (Flood Hazard
Analysis dated January 17, 2000, Exhibit A-6; Letter dated January 31,
2000 to Elmore Boles, Exhibit A 7; Letter stamped February 8, 2000
from Erik Rourke, Exhibit A-8; Letter and Addendum to Flood Hazard
Analysis dated February 24, 2000, Exhibit A-9; Curriculum Vitae).

33.  The Zoning Board has received and considered a letter from the
Federal Emergency Management Agency ("FEMA") indicating that the
proposed residential development would comply with the requisite
floodway regulations set forth at Section 603(d) of Title 44 of the
Code of Federal Regulations.  However, ("FEMA") further indicated that
ins letter was not meant to be an approval of the proposed project and
that all other federal, state and local flood regulations would still
have to be adhered to.  (Letter from Thomas Majusiak, Exhibit P-3).

34.  The Zoning Board has received and considered a letter to the
Honorable John S.  Street, Mayor of the City of Philadelphia, from
James Witt, Director of ("FEMA") In his letter, Mr.  Witt expressed
his concern over the proposal to construct a residential development
within the floodway of the Schuylkill River and cautioned that the
Citys continued eligibility for the National

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Flood Insurance Program could be jeopardized if the proposed
development is deemed unsound by federal standards.  (Letter dated
June 9, 2000, Exhibit P-4).

35.  The Zoning Board has received and considered letters in
opposition to Applicant's proposals from the following community
representatives and organizations:

	a) Councilman-At-Large Frank Rizzo (12/22/99 and 3/13/00); 

	b) Manayunk Neighborhood Council (12/27199); 

	c) 21st Ward Community Council, Inc. (3/13/00); 

	d) Umbria Street Neighbors Association (12/22/99); 

	e) Wissahickon Neighbors Civic Association (12/22/00 and 3/8/00); 

	f) Manayunk Development Corporation (3/10/00); 

	g) Clean Air Council (3/13/00); 

	h) Roxborough Greenspace Project (12122/99); and 

	i) East Falls Community Council Zoning and Land Use Committee
	(11/22199).

36.  The Zoning Board has received and considered a petition signed by
residents of the subject area who oppose Applicant's proposals.
(Petition of Opposition).

37.  The Zoning Board has received and considered Letter; in support
of Applicant's proposals from the following community representatives
and organizations:

	a) Ed Weiner, a resident of subject area (3/31/00 and 6/16/00); 
 
	b) Jack Goldberg, a business owner of subject area (3/7/00); 

	c) James Simpson, a business owner of subject area (3/7/00); 

	d) Linda Westphal, a business owner of subject area (3/7/00); 

	e) Philadelphia Council AFL-CIO (3/13/00 and 9/18/00);

	f) Patricia Gorman Associates, a business in subject area (3/10/00);


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	g) Philly-Wide Construction, Inc., a business in subject area (3/7/00); 

	h) Kathy Allen, a business owner of subject area (2/23/00); and 

	i) Greater Philadelphia Chamber of Commerce (9/19/00).

38.  The City of Philadelphia Planning Commission recommended against
granting Applicant the requested variances because its proposals for
the subject property fail to comply with the City of Philadelphia's
comprehensive plan for the redevelopment of Venice Island.  The
Commission further recommended that if the Zoning Board were to grant
the requested variances, provisos requiring Applicant to comply with
all of the screening, landscaping, setback and public access
requirements contained in Ordinance Nos.  990760 and 990761 should be
imposed.  (Letter dated December 22, 1999 from Barbara J.  Kaplan).

CONCLUSIONS OF LAW

1.  The City of Philadelphia Zoning Code ("Zoning Code") sets forth
that no encroachment, including any development or new construction,
is permitted within the floodway of the Schuylkill River.  Section
14-1606(5)(a).  The subject property is located within the floodway of
the Schuylkill River.  Applicant proposes to erect on the subject
property a multifamily, residential complex with accessory uses and
parking.  Therefore, Applicant's proposals does not conform to this
floodway regulation.

2.  The Zoning Code prohibits a property zoned as G-2 Industrial to be
used as a dwelling unit, except for the residence of a caretaker,
watchman or custodian.  Section 14-508(3)(b).  When Applicant filed
its application for zoning and use registration permits, the property
was zoned G-2

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Industrial.  Applicant proposes to use the property as 270 dwelling
units.  Therefore, Applicant's proposals is prohibited by this use
regulation.

3.  The Zoning Code sets forth that for a property zoned as G-2
Industrial, the open court between wings of the same building shall
have a minimum width of twelve (12) feet.  Section 14-508(4)(d).  When
Applicant filed its application for zoning and use registration
permits, the property was zoned G-2 Industrial.  Applicant ammended
its original proposals for the subject property and proposes to
provide an open court with a minimum width of twelve (12) feet.
Therefore, Applicant's proposals complies with this area regulation

4.  The Zoning Code sets forth that the minimum dimensions of each
parking space in any industrial district shall not be less than nine
(9) feet in width and eighteen (18) feet in length.  Section
141404(4)(a).  When Applicant filed its application for zoning and use
registration permits, the property was zoned G-2 Industrial.
Applicant proposes that 48 of the 575 parking spaces would measure
less than 8' in width and 16' in length (Ie.  compact-sized) and that
the remaining, non handicappedaccessible, parking spaces would measure
18' in length but only 8'6" in width.  Therefore, Applicant's proposal
does not conform to this parking regulation.

5.  A handicapped-accessible space shall measure a minimum of thirteen
(13) feet in width by eighteen (18) feet in length.  Zoning Code at
Section 14-1401(3) and CABO/ANSI A117.1.  Applicant amended ins
original proposals for the subject property and proposes to provide
handicapped-accessible spaces which would measure thirteen (13) feet
in width and eighteen (18) feet in length.  Therefore, Applicant's
proposal does not conform to this parking regulation.

6.  For all the foregoing reasons, Applicant's proposals for the
subject property may be permitted only if the criteria for granting a
variance are met.

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7.  To establish entitlement to a zoning variance, an applicant must
show an unnecessary hardship resulting from the property's unique
physical conditions or circumstances; that such hardship is not
self-imposed by the applicant; that granting the variance would not
adversely impact the public health, safety or welfare; and that the
variance, if authorized, would represent the minimum variance
necessary to afford relief.  City of Philadelphia Zoning Code at
Section 14-1802(1); Alpine Inc v.  Abbington To.  Zoning Hearing
Board.  654 A.2d 186 (Pa.  Commw.  Ct 1995); Carman v.  Zoning Board
of Adjustment of the City of Philadelphia.  161 Pa.  Commw.  80, 638
A.2d 365 (1994).

8.  Unnecessary hardship may be established through evidence that a
property, because of its physical features, cannot be used for a
permit purpose, or can be conformed for such purpose only at
prohibitive expense.  Unnecessary hardship may also be established
through evidence that the property has no value for any purpose
permitted by the Zoning Code.  Anderson v.  Wilt.  692 A.2d 292, 294
(Pa Commw.  Ct 1997); Commonwealth Department of General Services v.
Zoning Hearing Board of Susquehanna Township, 677 A.2d 853, 855 (Pa.
Commw.  Ct.  1996).

9.  When determining whether an unnecessary hardship exists, the fact
finder must consider if the variance sought is dimensional or use.  A
dimensional variance involves a request by an applicant to adjust
zoning regulations in order to utilize property is a manner consistent
with applicable regulations.  In contrast, a use variance involves a
request by an applicant to use property in a manner that is wholly
outside zoning regulations.  As a result, the quantum of proof
required to establish an unnecessary hardship is lesser when an
applicant requests a dimensional variance.  Hertzberg v Zoning Board
of Adjustment of the City of Pittsburgh v Miryam's 721 A.2d 43 (1998).

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10.  The Zoning Board concludes that a literal enforcement of the
Zoning Code would result in unnecessary hardships to Applicant which
support the granting of both use and dimensional variances for the
subject property.

11.  The hardships presented are not self-imposed by Applicant. 

12.  The variances with the imposed provisos are the minimum necessary
to afford relief to Applicant.

13.  Applicant has persuasively established that the proposals for the
subject property, with the addition of the imposed provisos, would not
adversely impact the public health, safety or welfare.  In particular,
the Zoning Board has been persuaded that Applicant's proposals would
actually decrease the flood levels ofthe Schuylkill River by removing
obstructions to the flow of water from Venice Island and that traffic
congestion in the subject area would not be substantially increased.
In addition, the Board has determined upon reconsideration that 270
units on the property would not be an over use of the land.

14.  For all of the foregoing reasons, the Zoning Board voted, at
Calendar 99-1388, granting use and zoning variances with provisos for
the property located at 4320-4368 Main Street, Philadelphia,
Pennsylvania

Respectfully submitted,

	Robert J. D'Agostino
	Administrator
	Zoning Board of Adjustment

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ORIGINAL VOTE OF THE BOARD

THOMAS J. KELLY		YES	Planning Commission, Streets
				Department and Water Department
				approval; Maximum 153 units;
				Applicant must meet all Federal,
				State and City requirements; All
				trash stored in an enclosed area
				within the property line; Commercial
				trash pick up; Garbage disposal in
				each unit; Must meet Fire Code;
				Central AC in each unit.
ROSALIE M. LEONARD	YES	Provisos as above
THOMAS LOGAN		YES	Provisos as above
DAVID AUSPITZ		YES	Provisos as above
SUSAN O. W. JAFFE	NO

RECONSIDERATION VOTE OF THE BOARD

THOMAS J. KELLY	YES		Planning Commission, Streets
				Department and Water Department
				approval; Maximum 270 units;
				Applicant must meet all Federal,
				State and City requirements; All
				trash stored m an enclosed area
				within the property line; Commercial
				trash pick up; Garbage disposal in
				each unit; Must meet Fire Code;
				Central AC in each unit.
ROSALIE M. LEONARD	YES	Provisos as above
THOMAS LOGAN		YES	Provisos as above
DAVID AUSPITZ		YES	Provisos as above

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