CARLYLE REAL ESTATE LTD PARTNERSHIP IX
SC 14D1/A, 1996-07-31
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                               AMENDMENT NO. 1 TO
                                 SCHEDULE 14D-1
               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
                            (Name of Subject Company)

                               MORAGA FUND 1, L.P.
                                  CAL KAN, INC.
              ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------

                                               Copy to:
C.E. Patterson                                 Paul J. Derenthal, Esq.
MacKenzie Patterson Inc.                       Derenthal & Dannhauser
1640 School Street, Suite 100                  455 Market Street, Suite 1600
Moraga, California  94556                      San Francisco, California  94105
(510) 631-9100                                 (415) 243-8070

                     (Name, Address and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

         Transaction                                  Amount of
          Valuation*                                  Filing Fee

          $962,500                                      $192.50


* For  purposes of  calculating  the filing fee only.  This  amount  assumes the
purchase  of 13,750  Units of  Limited  Partnership  Interest  ("Units")  of the
subject company at $70.00 in cash per Unit.

[ ]          Check box if any part of the fee is offset  as  provided  by Rule
             0-11(a)(2)  and identify the filing with which the  offsetting  fee
             was previously  paid.  Identify the previous filing by registration
             statement  number,  or the  Form or  Schedule  and the  date of its
             filing.

             Amount Previously Paid:
             Form or Registration Number:
             Filing Party:
             Date Filed:


<PAGE>



CUSIP NO.   None                       14D-1                 Page  of ___ Pages
          --------


1.           Name of Reporting Person
             S.S. or I.R.S. Identification Nos. of Above Person

             MORAGA FUND 1, L.P.


2.           Check the Appropriate Box if a Member of a Group
             (See Instructions)

                                                                (a)      X
                                                                (b)

3.           SEC Use Only

4.           Sources of Funds (See Instructions)

                     WC

5.           Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(e) or 2(f)
                                                                        --
6.           Citizenship or Place of Organization

                     California

7.           Aggregate Amount Beneficially Owned by Each Reporting Person 1,280


8.           Check if the Aggregate in Row (7) Excludes Certain Shares 
             (See Instructions)

                                                                             --

9.           Percent of Class Represented by Amount in Row (7)            2.32%


10.          Type of Reporting Person (See Instructions)

                     PN




<PAGE>



CUSIP NO.   None                         14D-1               Page  of ___ Pages
          --------


1.           Name of Reporting Person
             S.S. or I.R.S. Identification Nos. of Above Person

             CAL KAN, INC.


2.           Check the Appropriate Box if a Member of a Group
             (See Instructions)

                                                                (a)      X
                                                                (b)

3.           SEC Use Only

4.           Sources of Funds (See Instructions)

                     WC

5.           Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(e) or 2(f)
                                                                            --

6.           Citizenship or Place of Organization

                     Kansas

7.           Aggregate Amount Beneficially Owned by Each Reporting Person 1,280


8.           Check if the Aggregate in Row (7) Excludes Certain Shares 
             (See Instructions)

                                                                              --

9.           Percent of Class Represented by Amount in Row (7)           2.32%


10.          Type of Reporting Person (See Instructions)

                     CO




<PAGE>



CUSIP NO.   None                      14D-1                  Page  of ___ Pages
          --------


1.           Name of Reporting Person
             S.S. or I.R.S. Identification Nos. of Above Person

             ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.


2.           Check the Appropriate Box if a Member of a Group
             (See Instructions)

                                                            (a)      X
                                                            (b)

3.           SEC Use Only

4.           Sources of Funds (See Instructions)

                     WC

5.           Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(e) or 2(f)
                                                                            --

6.           Citizenship or Place of Organization

                     Florida

7.           Aggregate Amount Beneficially Owned by Each Reporting Person 1,280


8.           Check if the Aggregate in Row (7) Excludes Certain Shares 
             (See Instructions)

                                                                            --

9.           Percent of Class Represented by Amount in Row (7)            2.32%


10.          Type of Reporting Person (See Instructions)

                     PN




<PAGE>

         On July 24, 1996, a Schedule  14D-1 was filed with the  Securities  and
Exchange Commission by the above-referenced filer. We hereby withdraw the filing
effective  July 24,  1996,  and ask that you  consider  this letter as notice of
withdrawal. No materials were forwarded to security holders.


<PAGE>




                                   SIGNATURES

             After due 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.

Dated:       July 31, 1996


CAL-KAN, INC.

By:          /s/ Victoriaann Tacheira                            July 31, 1996
             Victoriaann Tacheira, Vice President                Date

MORAGA FUND 1, L.P.

By:          Moraga Partners, Inc.,
             Its General Partner

             By:     /s/ Victoriaann Tacheira                     July 31, 1996
                     Victoriaann Tacheira, Vice President         Date

ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.

By:          MacKenzie Patterson, Inc.,
             Its General Partner

             By:     /s/ Victoriaann Tacheira                     July 31, 1996
                     -----------------------------                -------------
                     Victoriaann Tacheira, Vice President         Date



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