MCNEIL REAL ESTATE FUND X LTD, SC 14D1/A, 1995-08-09

MCNEIL REAL ESTATE FUND X LTD
SC 14D1/A, 1995-08-09
OPERATORS OF NONRESIDENTIAL BUILDINGS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-1

Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)*

MCNEIL REAL ESTATE FUND X, LTD.
(Name of Subject Company [Issuer])

HIGH RIVER LIMITED PARTNERSHIP
CARL C. ICAHN
(Bidders)

LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)

582568 20 0
(CUSIP Number of Class of Securities)

Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800

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

Calculation of Filing Fee
-------------------------------------------------------------------

Transaction Amount of filing fee: $1,118.55
Valuation*: $4,376,952

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* For purposes of calculating the fee only. This amount
assumes the purchase of 60,791 units of limited partnership
interest (the "Units") of the subject partnership for $92.00 per
Unit (notwithstanding a subsequent reduction in the purchase
price). The amount of the filing fee, calculated in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the
cash offered by the bidder.

[x] 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: $1,118.55
Form or Registration No.: Schedule 14D-1, dated August 3, 1995
Filing Party: High River Limited Partnership & Carl C. Icahn
Dated Filed: August 4, 1995

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 14D-1

Item 1. Security and Subject Company.

Item 1(b) is hereby amended and restated in its entirety as follows:

(b) This statement on Schedule 14D-1 (the "Statement") relates to an offer
to purchase up to 60,791 limited partnership units ("Units") of the Partnership
for the purchase price of $72.00 per Unit, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 3, 1995, as amended through August 7, 1995 (the "Offer to
Purchase"), and the related Assignment of Partnership Interest (collectively
with the Offer to Purchase, the "Offer"), copies of which are attached hereto as
Exhibits 7 and 8, respectively. According to publicly available information,
there are 135,090 Units outstanding.

Item 1(c) is hereby amended and restated in its entirety as follows:

(c) The information set forth in Section 13, entitled "Background
of the Offer" of the Offer to Purchase is incorporated herein by
reference.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

The persons filing this Statement are High River Limited
Partnership, a Delaware limited partnership ("High River"),
Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale"), and Carl C. Icahn, a citizen of the United States of
America (collectively, the "Reporting Persons"). The information
set forth in Section 11, entitled "Information Concerning the
Purchaser and Certain Affiliates of the Purchaser" and Schedule I of
the Offer to Purchase is incorporated herein by reference.

Item 3. Past Contacts, Transactions or Negotiations with the Subject
Company.

Item 3(b) is hereby amended and restated in its entirety as follows:

(b) The information set forth in Section 13 of the Offer to
Purchase, entitled "Background of the Offer," is incorporated herein
by reference.

Item 4. Source or Amount of Funds or Other Consideration.

Item 4(a) is hereby amended and restated in its entirety as follows:

(a) The information set forth in Section 12 of the Offer to
Purchase, entitled "Source of Funds," is incorporated herein by
reference.

Item 4(b) is hereby amended and restated in its entirety as follows:

(b) The information set forth in Section 12 of the Offer to
Purchase, entitled "Source of Funds," is incorporated herein by
reference.

Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(c) The information set forth in the "INTRODUCTION", Section 8,
entitled "Future Plans of the Purchaser," and Section 10, entitled
"Voting by the Purchaser," of the Offer to Purchase is incorporated
herein by reference.

(d)-(e) The information set forth in Section 8, entitled "Future
Plans of the Purchaser," of the Offer to Purchase is incorporated
herein by reference.

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(f)-(g) The information set forth in Section 7, entitled "Effects
of the Offer," of the Offer to Purchase is incorporated herein by
reference.

Item 6. Interest in Securities of the Subject Company.

Item 6 is hereby amended and restated in its entirety as follows:

(a) The information set forth in Section 11, entitled "Information
Concerning the Purchaser and Certain Affiliates of the Purchaser,"
of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in Section 11, entitled "Information
Concerning the Purchaser and Certain Affiliates of the Purchaser,"
of the Offer to Purchase is incorporated herein by reference.

Item 8. Persons Retained, Employed or to be Compensated.

Item 8 is hereby amended and restated in its entirety as follows:

The information set forth in the "INTRODUCTION" and in Section 16,
entitled "Fees and Expenses," of the Offer to Purchase is
incorporated herein by reference.

Item 9. Financial Statements of Certain Bidders.

Item 9 is hereby amended and restated in its entirety as follows:

The information set forth in Section 11, entitled "Information
Concerning the Purchaser and Certain Affiliates of the Purchaser,"
of the Offer to Purchase is incorporated herein by reference.

Item 10. Additional Information.

Items 10(b)-(d) are hereby amended and restated in their entirety as
follows:

(b)-(d) The information set forth in Section 15, entitled "Certain
Legal Matters," is incorporated herein by reference.

Item 10(f) is hereby amended and restated in its entirety as follows:

(f) The information set forth in the Offer to Purchase and the
related Assignment of Partnership Interest, copies of which are
attached hereto as Exhibits 7 and 8, respectively, is incorporated
herein by reference.

Item 11. Materials to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 14D-1:

(a)

Exhibit 7 Offer to Purchase, dated August 3, 1995, as amended through
August 7, 1995

Exhibit 8 Assignment of Partnership Interest and related
instructions, as amended through August 7, 1995

Exhibit 9 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9

Exhibit 10 Press Release dated August 8, 1995 regarding the Offer

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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: August 9, 1995

HIGH RIVER LIMITED PARTNERSHIP

By: Riverdale Investors Corp., Inc.
Title: General Partner

By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer

RIVERDALE INVESTORS CORP., INC.

By: /s/ Robert J. Mitchell
Robert J. Mitchell
Title: Vice President and Treasurer

/s/ Carl C. Icahn
Carl C. Icahn

[Signature Page for Amendment No. 1 to McNeil Real Estate Fund X, Ltd.
Schedule 14D-1]

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EXHIBIT INDEX

Page Number
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Exhibit 7 Offer to Purchase, dated August 3, 1995,
as amended through August 7, 1995

Exhibit 8 Assignment of Partnership Interest
and related instructions, as amended
through August 7, 1995

Exhibit 9 Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9

Exhibit 10 Press Release dated August 8, 1995 regarding
the Offer

<PAGE>
OFFER TO PURCHASE FOR CASH
UP TO 60,791 UNITS OF LIMITED PARTNERSHIP INTEREST

MCNEIL REAL ESTATE FUND X, LTD.

FOR

$72.00 NET PER UNIT

HIGH RIVER LIMITED PARTNERSHIP

_____________________________________________________________________________

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON AUGUST 31, 1995, UNLESS THE OFFER IS EXTENDED.
_____________________________________________________________________________

IMPORTANT

HIGH RIVER LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Purchaser"), is offering to purchase up to 60,791 of the outstanding units of
limited partnership interest ("Units") in McNEIL REAL ESTATE FUND X, Ltd., a
California limited partnership (the "Partnership"), at a purchase price of
$72.00 per Unit (the "Purchase Price"), net to the seller in cash, without
interest, less the amount of distributions per Unit, if any, made by the
Partnership from the date of the Offer to Purchase, as it may be supplemented or
amended from time to time (the "Offer to Purchase"), until the Expiration Date
(as defined below), upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Assignment of Partnership Interest,
including the Instructions thereto, as it may be supplemented or amended from
time to time (the "Assignment of Partnership Interest" which, collectively with
the Offer to Purchase, constitute the "Offer"). Because Carl C. Icahn controls
the Purchaser, he may be deemed to be a "co-bidder" with the Purchaser.

Any holder of any Units (each a "Limited Partner") desiring to tender Units
should complete and sign the Assignment of Partnership Interest or a facsimile
thereof in accordance with the Instructions in the Assignment of Partnership
Interest and mail or deliver the signed Assignment of Partnership Interest and
the associated certificates representing his interest in the Units tendered
(the "Certificates") to the Depositary (as defined below). A Limited Partner may

<PAGE>

tender any or all of the Units owned by that Limited Partner, provided, however,
that in order for a tender to be valid: (i) a minimum of 10 Units or, if Units
are tendered by an Individual Retirement Account or a Keogh Plan, 3 Units, must
be sold pursuant to the Offer and (ii) to the extent such tender is a partial
tender, after the sale of Units pursuant to the Offer, the Limited Partner must
continue to hold at least the minimum number of Units required under the
Partnership's partnership agreement (the "Partnership Agreement") (as set forth
in clauses (i) and (ii) above, collectively, the "Minimum Units Requirements").
See Section 3 of the Offer to Purchase.

Limited Partners are urged to consider the following factors:

o The Purchaser is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the Purchaser
to purchase Units at a low price and the desire of the Limited
Partners to sell their Units at a high price.

o The net asset value per Unit of approximately $106.00 (exclusive of
cash and cash equivalents equal to approximately $17.00 per Unit as of
March 31, 1995) estimated by the Purchaser is greater than the
Purchase Price. See "Introduction" and Section 13 of the Offer to
Purchase.

o If the Purchaser is successful in acquiring a substantial number of
Units pursuant to the Offer, the Purchaser, which is controlled by
Carl C. Icahn, will have the right to vote those Units and may thereby
be in a position to influence voting decisions with respect to the
Partnership, including, without limitation, decisions concerning
amendments to the Partnership Agreement and removal and replacement of
the Partnership's general partner. This means that (i) those who
remain Limited Partners after the expiration of the Offer could be
prevented from taking action they desire but that the Purchaser
opposes and (ii) the Purchaser may be able to take action desired by
the Purchaser but opposed by such remaining Limited
Partners. Generally, however, voting decisions other than certain
decisions concerning the removal and substitution of the Partnership's
general partner require the consent of the Partnership's general
partner prior to effectuation. Further, to the extent valid,
Reorganization Transactions require a Supermajority Vote (as those
terms are defined in the Partnership Agreement) and the consent of the
Partnership's general partner prior to effectuation. See Section 10 of
the Offer to Purchase.

<PAGE>

states as follows: "In light of the depressed real estate market, the
Partnership has not been able to liquidate all of its properties
within the originally expected time frame of from six to eight years
after their acquisition (I.E., between 1986 and 1989). The General
Partner now expects to hold the Partnership's portfolio of real estate
investments until such time as the real estate market and the
performance of the Partnership's investments improves and permits the
Partnership to achieve its capital preservation and capital gains
objectives. There can be no assurance, however, that the properties'
values will increase over an extended holding period."

o The Purchaser may seek to remove the Partnership's general partner
but, while reserving such right, the Purchaser has no present
intention of doing so. Such removal may require the Partnership to
pay a fee to the Partnership's general partner and/or its affiliates
and may result in acceleration of certain of the Partnership's debt
obligations, which may have an adverse effect on the Partnership. See
"Introduction" of the Offer to Purchase.

Questions and requests for assistance or for additional copies of the Offer
to Purchase and the Assignment of Partnership Interest may be directed to the
Information Agent (as defined below) at the address and telephone number set
forth herein and on the back cover of the Offer to Purchase. No soliciting
dealer fees or other payments to brokers for tenders are being paid by the
Purchaser.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

__________________________

FOR MORE INFORMATION OR FOR FURTHER ASSISTANCE, PLEASE CALL THE INFORMATION
AGENT:

D.F. KING & CO., INC.
(212) 269-5550 (COLLECT)
OR
(800) 628-8538 (TOLL FREE)

August 3, 1995, as amended through August 7, 1995

<PAGE>

TABLE OF CONTENTS

Page

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 1. Terms of the Offer; Expiration Date; Proration . . . . 4
Section 2. Acceptance for Payment and Payment for Units. . . . . . 5
Section 3. Procedure for Tendering Units . . . . . . . . . . . . . 6
Section 4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . 9
Section 5. Extension of Tender Period; Termination; Amendment. . . 10
Section 6. Certain Federal Income Tax Matters. . . . . . . . . . . 11
Section 7. Effects of the Offer. . . . . . . . . . . . . . . . . . 14
Section 8. Future Plans of the Purchaser . . . . . . . . . . . . . 14
Section 9. Certain Information Concerning the Partnership. . . . . 15
Section 10. Voting by the Purchaser . . . . . . . . . . . . . . . . 26
Section 11. Information Concerning the Purchaser and Certain
Affiliates of the Purchaser . . . . . . . . . . . . . . 26
Section 12. Source of Funds . . . . . . . . . . . . . . . . . . . . 33
Section 13. Background of the Offer . . . . . . . . . . . . . . . . 33
Section 14. Conditions of the Offer . . . . . . . . . . . . . . . . 34
Section 15. Certain Legal Matters . . . . . . . . . . . . . . . . . 36
Section 16. Fees and Expenses . . . . . . . . . . . . . . . . . . . 37

SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

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TO THE LIMITED PARTNERS OF
MCNEIL REAL ESTATE FUND X, LTD.

INTRODUCTION

High River Limited Partnership, a Delaware limited partnership (the
"Purchaser"), hereby offers to purchase up to 60,791 Units at a purchase price
of $72.00 per Unit (the "Purchase Price"), net to the seller in cash, without
interest, less the amount of distributions per Unit, if any, made by the
Partnership from the date of the Offer until the Expiration Date, upon the terms
and subject to the conditions set forth in the Offer. Limited Partners who
tender their Units in response to the Offer will not be obligated to pay any
commissions or partnership transfer fees. The Purchaser has retained D.F. King
& Co., Inc. to act as Information Agent (the "Information Agent") and IBJ
Schroder Bank & Trust Company to act as Depositary (the "Depositary") in
connection with the Offer. The Purchaser will pay all charges and expenses in
connection with the services of the Information Agent and the Depositary. The
Offer is not conditioned on any minimum number of Units being tendered. Subject
to the Minimum Units Requirements, a Limited Partner may tender any or all of
the Units owned by that Limited Partner. Notwithstanding any provision
contained in the Offer to Purchase or any related document, under no
circumstances will the Purchaser be required to accept any Units the transfer of
which to the Purchaser would be prohibited by the Partnership Agreement or any
regulation or procedure adopted thereunder.

SOME FACTORS TO BE CONSIDERED BY LIMITED PARTNERS. In considering the
Offer, Limited Partners may wish to consider the following:

o If the Purchaser is successful in acquiring a substantial number of
Units pursuant to the Offer, the Purchaser, which is controlled by Mr.
Icahn, will have the right to vote those Units and may thereby be in a
position to influence voting decisions with respect to the
Partnership, including, without limitation, decisions concerning
amendments to the Partnership Agreement and removal and replacement of
the Partnership's general partner. This means that (i) those who
remain Limited Partners after the expiration of the Offer could be
prevented from taking action they desire but that the Purchaser
opposes and (ii) the Purchaser may be able to take action desired by
the Purchaser which may be opposed by, and which may not be in the
best interests of, such remaining Limited Partners. Generally,
however, voting decisions other than certain decisions concering the
removal and substitution of the Partnership's general partner require
the consent of the Partnership's general partner prior to
effuctuation. Further, to the extent valid, Reorganization
Transactions require a Supermajority Vote (as those terms are defined
in the Partnership Agreement) and the Consent of the Partnership's
general partner prior to effectuation. See Section 10 of the Offer to
Purchase.

<PAGE>

o The terms of the Partnership Agreement require the Partnership's
general partner to begin to liquidate the Partnership's properties no
later than October 9, 1998, and to use commercially reasonable efforts
to liquidate and terminate the Partnership by December 31, 1999. In
this regard, however, it should be noted that the Form 10-K states as
follows: "In light of the depressed real estate market, the
Partnership has not been able to liquidate all of its properties
within the originally expected time frame of from six to eight years
after their acquisition (I.E., between 1986 and 1989). The General
Partner now expects to hold the Partnership's portfolio of real estate
investments until such time as the real estate market and the
performance of the Partnership's investments improves and permits the
Partnership to achieve its capital preservation and capital gains
objectives. There can be no assurance, however, that the properties'
values will increase over an extended holding period."

o To the extent that a portion of the losses recognized and allocated to
the Limited Partners for tax purposes by the Partnership in prior
years was subject to restrictions on deductions of losses from passive
activities, such losses were generally "suspended" and carried over by
the Limited Partners. Such "suspended" losses may, depending on a
Limited Partner's particular circumstances, be available to offset all
or a portion of any gain recognized by such Limited Partner on the
sale of Units. In the event that a Limited Partner sells all his
Units, he would generally be able to deduct any loss on the sale along
with the balance of any "suspended" passive activity losses from prior
years. See Section 6 of the Offer to Purchase. Because the Offer is
being made for less than all of the outstanding Units, there can be no
assurance that a Limited Partner which tenders all of its Units will
in fact sell all of its Units pursuant to the Offer.

o Although the Purchaser is making the Offer for investment purposes, it
may, depending on the number of Units it acquires pursuant to the
Offer, be in a position to influence control of the business of the
Partnership. If the Purchaser acquires a substantial number of the
outstanding Units, the Purchaser will be in a position to influence
voting decisions with respect to the Partnership. The Purchaser may
seek to remove the general partner of the Partnership but, while
reserving such right, the Purchaser has no present intention of doing
so. Such removal may require the Partnership to pay a fee to the
Partnership's general partner and/or its affiliates and may result in
acceleration of certain of the Partnership's debt obligations, which
may have an adverse effect on the Partnership.

o Based solely on financial and other information relating to the
Partnership that is publicly available in its Form 10-K filed with the
Commission, the Purchaser, solely for consideration with other
information in connection with preparing a bid, estimated the net
asset value per Unit to be approximately

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<PAGE>

$106.00 (exclusive of cash and cash equivalents equal to approximately
$17.00 per Unit as of March 31, 1995) (the "Purchaser NAV"). THE
PURCHASER HAS NOT HAD THE OPPORTUNITY TO CONDUCT AND HAS NOT CONDUCTED
ANY APPRAISAL OR INSPECTION OF THE PARTNERSHIP'S PROPERTIES AND HAS NO
INDEPENDENT BASIS WHATSOEVER FOR DETERMINING THE ACCURACY OR
COMPLETENESS OF THE PARTNERSHIP'S PUBLICLY FILED FINANCIAL INFORMATION
OR FOR DETERMINING TO WHAT EXTENT, IF ANY, THE PURCHASER NAV
REPRESENTS THE TRUE NET ASSET VALUE OF EACH UNIT.

Limited Partners should consult with their respective advisors about the
financial, tax, legal and other implications of accepting the Offer. Limited
Partners are urged to read the Offer to Purchase and the related materials care-
fully and in their entirety before deciding whether to tender their Units.

THE PURCHASER. The Purchaser is a Delaware limited partnership, the
general partner of which is Riverdale Investors Corp., Inc., a Delaware
corporation ("Riverdale"), and the limited partner of which is Highcrest
Investors Corp., a Delaware corporation ("Highcrest"). Riverdale is owned
directly by Mr. Icahn and Highcrest is owned indirectly by Mr. Icahn. See
Section 11 of the Offer to Purchase for a description of the Purchaser's
business.

REASONS FOR THE OFFER. Although the Purchaser is making the Offer for
investment purposes and with a view to making a profit, it may, depending on the
number of Units it acquires pursuant to the Offer, be in a position to influence
control of the business of the Partnership. See Section 8 of the Offer to
Purchase.

CONDITIONS. The Offer is not conditioned on any minimum number of Units
being tendered. Certain other conditions, however, do apply. See Section 14 of
the Offer to Purchase.

OUTSTANDING UNITS. According to publicly available information, there are
135,090 Units issued and outstanding, which, on March 31, 1995, were held by
7,532 Limited Partners. The Purchaser does not beneficially own any Units. See
Section 11 of the Offer to Purchase.

ADDITIONAL INFORMATION. The Partnership is subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act"), and in accordance therewith is required to file reports and
other information with the Commission relating to its business, financial
condition and other matters. Such reports and other information may be inspected
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and is
available for inspection and copying at the regional offices of the Commission
located in Northwestern Atrium

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<PAGE>

Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Room of the Commission
in Washington, D.C. at prescribed rates.

ALL OF THE INFORMATION WITH RESPECT TO THE PARTNERSHIP CONTAINED IN THE
OFFER TO PURCHASE HAS BEEN DERIVED FROM DOCUMENTS AND REPORTS PUBLICLY FILED BY
THE PARTNERSHIP. ALTHOUGH THE PURCHASER HAS NO INFORMATION THAT ANY STATEMENTS
CONTAINED HEREIN BASED UPON SUCH DOCUMENTS AND REPORTS ARE UNTRUE, THE PURCHASER
CANNOT TAKE RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION
CONCERNING THE PARTNERSHIP CONTAINED IN SUCH DOCUMENTS AND REPORTS OR FOR ANY
FAILURE BY THE PARTNERSHIP TO DISCLOSE EVENTS WHICH MAY HAVE OCCURRED AND MAY
AFFECT THE SIGNIFICANCE OR ACCURACY OF ANY SUCH INFORMATION BUT WHICH ARE
UNKNOWN TO THE PURCHASER.

THE OFFER

SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION.

Upon the terms and subject to the conditions of the Offer, the Purchaser
will accept (and thereby purchase) up to 60,791 Units that are validly tendered
on or prior to the Expiration Date and not withdrawn in accordance with the
procedures set forth in Section 4 of the Offer to Purchase. For purposes of the
Offer, the term "Expiration Date" shall mean 12:00 midnight, New York City time,
on August 31, 1995, unless the Purchaser in its sole discretion shall have
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date on which the Offer, as
extended by the Purchaser, shall expire. See Section 5 of the Offer to Purchase
for a description of the Purchaser's right to extend the period of time during
which the Offer is open and to amend or terminate the Offer.

If, prior to the Expiration Date, the Purchaser increases the consideration
offered to Limited Partners pursuant to the Offer, the increased consideration
will be paid for all Units accepted for payment pursuant to the Offer, whether
or not the Units were tendered prior to the increase in consideration.

The Purchaser will, upon the terms and subject to the conditions of the
Offer, accept for payment and pay for an aggregate of 60,791 of the Units so
tendered, PRO RATA according to the number of Units validly tendered by each
Limited Partner and not properly withdrawn on or prior to the Expiration Date,
with appropriate adjustments to avoid (i) purchases of fractional Units and (ii)
purchases that would violate the Partnership Agreement and any relevant
procedures or regulations promulgated by the Partnership's general partner. The
Purchaser will

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<PAGE>

purchase all Units so tendered and not withdrawn, upon the terms and subject to
the conditions of the Offer.

If proration of tendered Units is required, because of the difficulty of
determining the number of Units validly tendered and not withdrawn, the
Purchaser may not be able to announce the final results of such proration until
at least approximately seven business days after the Expiration Date. Subject
to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay
Limited Partners the Purchase Price in respect of Units tendered or return those
Units promptly after the termination or withdrawal of the Offer, the Purchaser
does not intend to pay for any Units accepted for payment pursuant to the Offer
until the final proration results are known. NOTWITHSTANDING ANY SUCH DELAY IN
PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE.

The Offer is conditioned on satisfaction of certain conditions. See Section
14 of the Offer to Purchase, which sets forth in full the conditions of the
Offer. The Purchaser reserves the right (but in no event shall be obligated), in
its sole discretion, to waive any or all of those conditions. If, on or prior to
the Expiration Date, any or all of the conditions have not been satisfied or
waived, the Purchaser reserves the right to (i) decline to purchase any of the
Units tendered, terminate the Offer and return all tendered Certificates to
tendering Limited Partners, (ii) waive all the unsatisfied conditions and,
subject to complying with applicable rules and regulations of the Commission,
purchase all Units validly tendered, (iii) extend the Offer and, subject to the
right of Limited Partners to withdraw Units until the Expiration Date, retain
the Units that have been tendered during the period or periods for which the
Offer is extended, and (iv) amend the Offer.

The Offer to Purchase and the related Assignment of Partnership Interest
will be mailed pursuant to Rule 14d-5 under the Exchange Act. The Purchaser has
requested that the Partnership furnish it with a list of holders of Units for
the purpose of disseminating the Offer to such holders. If the Partnership
complies with such request, then the Purchaser will cause such mailing to be
made; otherwise, the Partnership is required by the Exchange Act and the rules
thereunder to cause such mailing to be made.

SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.

Upon the terms and subject to the conditions of the Offer, the Purchaser
will purchase by accepting for payment and will pay for all Units validly
tendered and not withdrawn in accordance with the procedures specified in
Section 4 of the Offer to Purchase, as promptly as practicable following the
Expiration Date. A tendering beneficial owner of Units whose Units are owned of
record by an Individual Retirement Account or other qualified plan will not
receive direct payment of the Purchase Price; rather, payment will be made to
the custodian of such

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<PAGE>

account or plan. In all cases, payment for Units purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of a properly
completed and duly executed Assignment of Partnership Interest (or facsimile
thereof) and any other documents required by the Assignment of Partnership
Interest. See Section 3 of the Offer to Purchase. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH
PAYMENT.

For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment pursuant to the Offer, and thereby purchased, validly tendered
Units, if, as and when the Purchaser gives verbal or written notice to the
Depositary of the Purchaser's acceptance of those Units for payment pursuant to
the Offer.

If any tendered Units are not purchased for any reason, the Certificates
associated with such Units will be returned, without expense to such tendering
Limited Partner, as promptly as practicable following the expiration,
termination or withdrawal of the Offer. If for any reason, acceptance for
payment of, or payment for, any Units tendered pursuant to the Offer is delayed
or the Purchaser is unable to accept for payment, purchase or pay for Units
tendered pursuant to the Offer, then, without prejudice to the Purchaser's
rights under Section 14 of the Offer to Purchase, the Depositary may,
nevertheless, on behalf of the Purchaser retain tendered Units, and those Units
may not be withdrawn except to the extent that the tendering Limited Partners
are entitled to withdrawal rights as described in Section 4 of the Offer to
Purchase; subject, however, to the Purchaser's obligation under Rule 14e-1(c)
under the Exchange Act to pay Limited Partners the Purchase Price in respect of
Units tendered or return those Units promptly after termination or withdrawal of
the Offer.

The Purchaser reserves the right to (i) permit any direct or indirect
wholly-owned subsidiary of Highcrest to become a partner of the Purchaser and
(ii) transfer or assign, in whole or from time to time in part, to one or more
of the Purchaser's affiliates, the right to purchase Units tendered pursuant to
the Offer, but any such transfer or assignment will not relieve the Purchaser of
its obligations under the Offer or prejudice the rights of tendering Limited
Partners to receive payment for Units validly tendered and accepted for payment
pursuant to the Offer.

SECTION 3. PROCEDURE FOR TENDERING UNITS.

VALID TENDER. To validly tender Units, a properly completed and duly
executed Assignment of Partnership Interest and any other documents required by
the Assignment of Partnership Interest (or facsimiles thereof) and the
associated Certificates must be received by the Depositary, at its address set
forth on the back cover of the Offer to Purchase, on or prior to the Expiration
Date. Subject to the Minimum Units Requirements, a Limited Partner may

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<PAGE>

tender any or all of the Units owned by that Limited Partner. No alternative,
conditional or contingent tenders will be accepted.

SIGNATURE REQUIREMENTS. If the Assignment of Partnership Interest is
signed by the registered holder of the Units and payment is to be made directly
to that holder, then no signature guarantee is required on the Assignment of
Partnership Interest. Similarly, if the Units are tendered for the account of a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank, savings
bank, credit union, savings and loan association or trust company having an
office, branch or agency in the United States which is a participant in the
Security Transfer Agent Medallion Program (each an "Eligible Institution"), no
signature guarantee is required on the Assignment of Partnership Interest.
However, in all other cases, all signatures on the Assignment of Partnership
Interest must be guaranteed by an Eligible Institution.

In order for a tendering Limited Partner to participate in the Offer, its
Units must be validly tendered and not withdrawn on or prior to the Expiration
Date.

THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST, ALL OTHER
REQUIRED DOCUMENTS AND THE ASSOCIATED CERTIFICATES IS AT THE OPTION AND RISK OF
THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY.

APPOINTMENT AS PROXY. By executing an Assignment of Partnership Interest,
a tendering Limited Partner irrevocably appoints the Purchaser, its officers and
its designees as the Limited Partner's proxies, in the manner set forth in the
Assignment of Partnership Interest, each with full power of substitution, to the
full extent of the Limited Partners's rights with respect to the Units tendered
by the Limited Partner and accepted for payment by the Purchaser. Each such
proxy shall be considered coupled with an interest in the tendered Units. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts the tendered Units for payment. Upon such acceptance for payment, all
prior proxies given by the Limited Partner with respect to the Units will,
without further action, be revoked, and no subsequent proxies may be given (and
if given will not be effective). The Purchaser, its officers and the designees
of the Purchaser will, as to those Units, be empowered to exercise all voting
and other rights of the Limited Partner as they, in their sole discretion, may
deem proper at any meeting of Limited Partners, by written consent or otherwise.
The Purchaser reserves the right to require that, in order for Units to be
deemed validly tendered, immediately upon the Purchaser's acceptance for payment
of the Units, the Purchaser must be able to exercise full voting rights with
respect to the Units, including voting at any meeting of Limited Partners then
scheduled or acting by written consent without a meeting. By executing the
Assignment of Partnership Interest, a tendering holder of Units agrees to
execute all such documents and take such other

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<PAGE>

actions as shall be reasonably required to enable the Units tendered to be voted
in accordance with the directions of the Purchaser.

ASSIGNMENT OF INTEREST IN FUTURE DISTRIBUTIONS. By executing an Assignment
of Partnership Interest, a tendering Limited Partner irrevocably assigns to the
Purchaser and its assigns all of the right, title and interest of the Limited
Partner in and to any and all distributions made by the Partnership from and
after the expiration of the Offer in respect of the Units tendered by the
Limited Partner and accepted for payment and thereby purchased by the Purchaser.

DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Units pursuant to the Offer will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding on all parties. The
Purchaser reserves the absolute right to reject any or all tenders of any
particular Units determined by it not to be in proper form or if the acceptance
of or payment for those Units may, in the opinion of the Purchaser's counsel, be
unlawful. The Purchaser also reserves the absolute right to waive or amend any
of the conditions of the Offer that it is legally permitted to waive as to the
tender of any particular Units and to waive any defect or irregularity in any
tender with respect to any particular Units of any particular Limited Partner.
The Purchaser's interpretation of the terms and conditions of the Offer
(including the Assignment of Partnership Interest) will be final and binding on
all parties. No tender of Units will be deemed to have been validly made unless
and until all defects and irregularities have been cured or waived. Neither the
Purchaser, the Depositary nor any other person will be under any duty to give
notification of any defects or irregularities in the tender of any Units or will
incur any liability for failure to give any such notification.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible application
of backup federal income tax withholding of 31% with respect to payment of the
Purchase Price, a tendering Limited Partner must provide the Purchaser with the
Limited Partner's correct taxpayer identification number by completing the
Substitute Form W-9 included in the Assignment of Partnership Interest. See the
Instructions to the Assignment of Partnership Interest and Section 6 of the
Offer to Purchase.

FIRPTA WITHHOLDING. To prevent the withholding of federal income tax in an
amount equal to 10% of the amount of the Purchase Price plus Partnership
liabilities allocable to each Unit purchased, each tendering Limited Partner
must complete the FIRPTA Affidavit included in the Assignment of Partnership
Interest certifying the Limited Partner's taxpayer identification number and
address and that the Limited Partner is not a foreign person. See the
Instructions to the Assignment of Partnership Interest and Section 6 of the
Offer to Purchase.

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<PAGE>

A tender of Units pursuant to any of the procedures described above and the
acceptance for payment of such Units will constitute a binding agreement between
the tendering Limited Partner and the Purchaser on the terms set forth in the
Offer.

SECTION 4. WITHDRAWAL RIGHTS.

Tenders of Units pursuant to the Offer are irrevocable, except that Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless already accepted for payment as provided in the
Offer to Purchase, may also be withdrawn at any time after October 2, 1995.

For withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at its address set forth
on the back cover of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered, the number of Units to be withdrawn
and the name in which the Certificates are registered, if different from the
person who tendered. In addition, the notice of withdrawal must be signed by
the person(s) who signed the Assignment of Partnership Interest in the same
manner as the Assignment of Partnership Interest was signed.

If purchase of, or payment for, Units is delayed for any reason or if the
Purchaser is unable to purchase or pay for Units for any reason, then, without
prejudice to the Purchaser's rights under the Offer, tendered Units may be
retained by the Depositary and may not be withdrawn, except to the extent that
tendering Limited Partners are entitled to withdrawal rights as set forth in
this Section 4; subject, however, to the Purchaser's obligation, pursuant to
Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price
in respect of Units tendered or return those Units promptly after termination or
withdrawal of the Offer.

Any Units properly withdrawn will be deemed not to be validly tendered for
purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following the procedures described in Section 3 of the Offer to Purchase at any
time prior to the Expiration Date.

All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding on all parties.
Neither the Purchaser, the Depositary nor any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.

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<PAGE>

SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT.

The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Units, (ii) to terminate the Offer and not accept for payment any Units not
theretofore accepted for payment or paid for, (iii) upon the occurrence of any
of the conditions specified in Section 14 of the Offer to Purchase, to delay the
acceptance for payment of, or payment for, any Units not already accepted for
payment or paid for, and (iv) to amend the Offer in any respect (including,
without limitation, by increasing the consideration offered, increasing or
decreasing the number of Units being sought, or both). Notice of any such
extension, termination or amendment will promptly be disseminated to Limited
Partners in a manner reasonably designed to inform Limited Partners of such
change in compliance with Rule 14d-4(c) under the Exchange Act. In the case of
an extension of the Offer, the extension will be followed by a press release or
public announcement which will be issued no later than 9:00 a.m., New York City
time, on the next business day after the scheduled Expiration Date, in
accordance with Rule 14e-1(d) under the Exchange Act.

If the Purchaser extends the Offer, or if the Purchaser (whether before or
after its acceptance for payment of Units) is delayed in its payment for Units
or is unable to pay for Units pursuant to the Offer for any reason, then,
without prejudice to the Purchaser's rights under the Offer, the Depositary may
retain tendered Units and those Units may not be withdrawn except to the extent
tendering Limited Partners are entitled to withdrawal rights as described in
Section 4 of the Offer to Purchase; subject, however, to the Purchaser's
obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited
Partners the Purchase Price in respect of Units tendered or return those Units
promptly after termination or withdrawal of the Offer.

If the Purchaser makes a material change in the terms of the Offer, or if
it waives a material condition to the Offer, the Purchaser will extend the Offer
and disseminate additional tender offer materials to the extent required by
Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum period during
which an offer must remain open following any material change in the terms of an
offer, other than a change in price or a change in percentage of securities
sought or a change in any dealer's soliciting fee, will depend upon the facts
and circumstances, including the materiality of the change. With respect to a
change in price or, subject to certain limitations, a change in the percentage
of securities sought or a change in any dealer's soliciting fee, a minimum of
ten business days from the date of such change is generally required to allow
for adequate dissemination to holders of Units. Accordingly, if prior to the
Expiration Date, the Purchaser increases (other than increases of not more than
two percent of the outstanding Units) or decreases the number of Units being
sought, or increases or decreases the consideration offered pursuant to an
Offer, and if such Offer is scheduled to expire at any time earlier than the
tenth business day from the date that notice of such increase or decrease

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<PAGE>

is first published, sent or given to holders of Units, such Offer will be
extended at least until the expiration of such ten business days. As used in
the Offer to Purchase, "business day" means any day other than a Saturday,
Sunday or a federal holiday, and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time.

SECTION 6. CERTAIN FEDERAL INCOME TAX MATTERS.

The following summary is a general discussion of certain of the federal
income tax consequences of a sale of Units pursuant to the Offer. This summary
is based on the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury regulations thereunder, administrative rulings, practice and
procedures and judicial authority, all as of the date of the Offer. All of the
foregoing are subject to change, and any such change could affect the continuing
accuracy of this summary. This summary does not discuss all aspects of federal
income taxation that may be relevant to a particular Limited Partner in light of
such Limited Partner's specific circumstances or to certain types of Limited
Partners subject to special treatment under the federal income tax laws (for
example, foreign persons, dealers in securities, banks, insurance companies and
tax-exempt organizations), nor (except as otherwise expressly indicated) does it
describe any aspect of state, local, foreign or other tax laws. Sales of Units
pursuant to the Offer will be taxable transactions for federal income tax
purposes, and also may be taxable transactions under applicable state, local,
foreign and other tax laws. LIMITED PARTNERS SHOULD CONSULT THEIR RESPECTIVE
TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO EACH SUCH LIMITED PARTNER
OF SELLING UNITS PURSUANT TO THE OFFER.

In general, a Limited Partner will recognize gain or loss on a sale of
Units pursuant to the Offer equal to the difference between (i) the Limited
Partner's "amount realized" on the sale and (ii) the Limited Partner's adjusted
tax basis in the Units sold. The amount of a Limited Partner's adjusted tax
basis in such Units will vary depending upon the Limited Partner's particular
circumstances. The "amount realized" with respect to a Unit will be a sum equal
to the amount of cash received by the Limited Partner for the Unit pursuant to
the Offer (that is, the Purchase Price) plus the amount of the Partnership's
liabilities allocable to the Unit (as determined under Code Section 752).

The gain or loss recognized by a Limited Partner on a sale of a Unit
pursuant to the Offer generally will be treated as a capital gain or loss if (as
is generally expected to be the case) the Unit was held by the Limited Partner
as a capital asset. That capital gain or loss will be treated as long-term
capital gain or loss if the tendering Limited Partner's holding period for the
Unit exceeds one year. Under current law, long-term capital gains of
individuals and other non-corporate taxpayers are taxed at a maximum marginal
federal income tax rate of 28%, whereas the maximum marginal federal income tax
rate for ordinary income of such persons is 39.6%.

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Capital losses are deductible only to the extent of capital gains, except that
non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of
the amount of their capital gains against ordinary income. Excess capital
losses generally can be carried forward to succeeding years (a corporation's
carryforward period is five years and a non-corporate taxpayer can carry forward
such losses indefinitely); in addition, a corporation is permitted to carry back
excess capital losses to the three preceding taxable years, provided the
carryback does not increase or produce a net operating loss for any of those
years.

If any portion of the amount realized by a Limited Partner is attributable
to "unrealized receivables" (which includes depreciation recapture) or
"substantially appreciated inventory" as defined in Code Section 751, then a
portion of the Limited Partner's gain or loss may be ordinary rather than
capital.

A tendering Limited Partner will be allocated a pro rata share of the
Partnership's taxable income or loss for the year of sale with respect to the
Units sold in accordance with the provisions of the Partnership Agreement
concerning transfers of Units. Such allocation and any cash distributed by the
Partnership to the Limited Partner for that year will affect the Limited
Partner's adjusted tax basis in Units and, therefore, the amount of such Limited
Partner's taxable gain or loss upon a sale of Units pursuant to the Offer.

Under Code Section 469, a non-corporate taxpayer or personal service
corporation generally can deduct "passive activity losses" in any year only to
the extent of the person's passive activity income for that year. Closely held
corporations may not offset such losses against so-called "portfolio" income.
Substantially all post-1986 losses of Limited Partners from the Partnership are
passive activity losses. Limited Partners may have "suspended" passive activity
losses from the Partnership (I.E., post-1986 net taxable losses in excess of
statutorily permitted "phase-in" amounts and which have not been used to offset
income from other passive activities).

If a Limited Partner sells less than all of its Units pursuant to the
Offer, a loss recognized by that Limited Partner can be currently deducted
(subject to other applicable limitations) to the extent of the Limited Partner's
passive income from the Partnership for that year plus any other passive
activity income for that year, and a gain recognized by a Limited Partner upon
the sale of Units can be offset by the Limited Partner's current or "suspended"
passive activity losses (if any) from the Partnership and other sources. If, on
the other hand, a Limited Partner sells 100% of its Units pursuant to the Offer,
any "suspended" losses and any losses recognized upon the sale of the Units will
be offset first against any other net passive gain to the Limited Partner from
the sale of the Units and any other net passive activity income from other
passive activity investments, and the balance of any "suspended" net losses from
the Units will no longer be subject to the passive activity loss limitation and,
therefore, will be deductible by such Limited

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Partner from its other income (subject to any other applicable limitations). A
tendering Limited Partner must sell ALL of its Units to receive these tax
benefits. Because the offer is being made for less than all of the outstanding
Units, there can be no assurance that a Limited Partner which tenders all of its
Units will in fact sell all of its Units pursuant to the Offer.

Section 708(b) of the Code provides that a partnership terminates for
income tax purposes if there is a sale or exchange of 50 percent or more of the
total interest in partnership capital and profits within a twelve-month period.
Accordingly, it is possible that transfers made pursuant to the Offer, in
combination with other transfers made within twelve months of the Offer, will
result in a termination of the Partnership for income tax purposes. In the
event of a termination, the Partnership would be treated for income tax purposes
as if it had made a liquidating distribution of its assets to the remaining
partners and the new partners, followed by a recontribution of the assets to a
"new" partnership. Since the "new" partnership would be treated as having
acquired its assets on the date of the deemed recontribution, a new depreciation
recovery period would begin on such date and the Partnership's properties would
be required to be depreciated over a greater period than is currently being
used, and accordingly, the aggregate present value of the Partnership's
depreciation deductions would be reduced.

Limited Partners (other than tax-exempt persons, corporations and certain
foreign persons) who tender Units may be subject to 31% backup withholding
unless those Limited Partners provide a taxpayer identification number ("TIN")
and certify that the TIN is correct or properly certify that they are awaiting a
TIN. A Limited Partner may avoid backup withholding by properly completing and
signing the Substitute Form W-9 included as part of the Assignment of
Partnership Interest. If a Limited Partner who is subject to backup withholding
does not properly complete and sign the Substitute Form W-9, the Purchaser will
withhold 31% from payments to such Limited Partner.

A Limited Partner who tenders Units must file an information statement with
his federal income tax return for the year of the sale which provides the
information specified in Treasury Regulation Section 1.751-1(a)(3). The selling
Limited Partner also must notify the Partnership of the date of the transfer and
the names, addresses and TINs of the transferor and transferee within 30 days of
the date of the transfer (or, if earlier, by January 15 of the following
calendar year).

Gain realized by a foreign Limited Partner on the sale of a Unit pursuant
to the Offer will be subject to federal income tax. Under Code Section 1445,
the transferee of an interest held by a foreign person in a partnership which
owns United States real property generally is required to deduct and withhold a
tax equal to 10% of the amount realized on the disposition. In order to comply
with this requirement, the Purchaser will withhold 10% of the amount realized by
a tendering Limited Partner unless the Limited Partner properly completes and
signs the FIRPTA Affidavit included as part of the Assignment of Partnership
Interest certifying the

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Limited Partner's TIN, that such Limited Partner is not a foreign person and the
Limited Partner's address. Amounts withheld would be creditable against a
foreign Limited Partner's federal income tax liability and, if in excess
thereof, a refund could be obtained from the Internal Revenue Service by filing
a U.S. income tax return.

SECTION 7. EFFECTS OF THE OFFER.

EFFECT ON TRADING MARKET; REGISTRATION UNDER SECTION 12(G) OF THE EXCHANGE
ACT. If a substantial number of Units are purchased pursuant to the Offer, the
likely result will be a reduction in the number of Limited Partners. In the
case of certain kinds of securities, a reduction in the number of security-
holders might be expected to result in a reduction in the liquidity and volume
of activity in the trading market for the security. In this case, however,
there is no established public trading market for the Units, and therefore, the
Purchaser does not believe a reduction in the number of Limited Partners will
materially further restrict the Limited Partners' abilities to find purchasers
for their Units.

The Units are registered under Section 12(g) of the Exchange Act, which
means, among other things, that the Partnership is required to file periodic
reports with the Commission and to comply with the Commission's proxy rules.
The Purchaser does not expect or intend that consummation of the Offer will
cause the Units to cease to be registered under Section 12(g) of the Exchange
Act. If the Units were to be held by fewer than 300 persons, the Partnership
could apply to de-register the Units under the Exchange Act. Because the Units
are widely held, however, the Purchaser expects that, even if it purchases the
maximum number of Units in the Offer, after that purchase, the Units will be
held of record by substantially more than 300 persons.

As a result of the Offer and in the Purchaser's capacity as a Limited
Partner of the Partnership, the Purchaser will participate in any subsequent
distributions to Limited Partners to the extent of the Units purchased pursuant
to the Offer.

SECTION 8. FUTURE PLANS OF THE PURCHASER.

Although the Purchaser is making the Offer for investment purposes, it may,
if successful, be in a position, and may later determine, to seek to acquire
control of the Partnership. The Purchaser may seek to remove the general
partner of the Partnership but, while reserving such right, the Purchaser has no
present intention of doing so. Such removal may require the Partnership to pay
a fee to the Partnership's general partner and/or its affiliates and may result
in acceleration of certain of the Partnership's debt obligations, which may have
an adverse effect on the Partnership. See "Introduction" of the Offer to
Purchase. Following the completion of the Offer, the Purchaser and/or persons
related to or affiliated with it may acquire

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additional Units or may sell Units. Any acquisition may be made through private
purchases, through one or more future tender or exchange offers or by any other
means deemed advisable. Any acquisition may be at a price higher or lower than
the price to be paid for the Units purchased pursuant to the Offer, and may be
for cash or other consideration. The Purchaser also may consider selling some
or all of the Units it acquires pursuant to the Offer to persons not yet
determined, which may include the Partnership's general partner and/or an
affiliate of the general partner.

Except as set forth herein, the Purchaser does not have any present plans
or proposals which relate to or would result in an extraordinary transaction,
such as a merger, reorganization or liquidation, involving the Partnership or
any of the Partnership's subsidiaries; a sale or transfer of a material amount
of the Partnership's assets (or assets of the Partnership's subsidiaries); any
changes in composition of the Partnership's senior management or personnel or
their compensation; any changes in the Partnership's present capitalization or
dividend policy; or any other material changes in the Partnership's structure or
business.

SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.

Information contained in this Section 9 is based upon documents and reports
publicly filed by the Partnership. Although the Purchaser has no information
that any statements contained in this Section 9 are untrue, the Purchaser cannot
take responsibility for the accuracy or completeness of any information
contained in this Section 9 or for any failure by the Partnership to disclose
events which may have occurred and may affect the significance or accuracy of
any such information but which are unknown to the Purchaser.

The Partnership was organized under the laws of the State of California.
Its principal executive offices are located at 13760 Noel Road, Suite 700, LB70,
Dallas, Texas 75240. Its telephone number is (214) 448-5800.

The Partnership's primary business is real estate ownership and related
operations. The primary purpose of the Partnership, as set forth in the
Partnership Agreement, is "to invest in, hold, manage and dispose of real estate
and real estate-related investments". Under the Partnership Agreement, the term
of the Partnership will continue until December 31, 2010, unless sooner
terminated as provided in the Partnership Agreement or by law. The terms of the
Partnership Agreement require the Partnership's general partner to begin to
liquidate the Partnership's properties no later than October 9, 1998, and to use
commercially reasonable efforts to liquidate and terminate the Partnership by
December 31, 1999. In this regard, however, it should be noted that the Form
10-K states as follows: "In light of the depressed real estate market, the
Partnership has not been able to liquidate all of its properties within the
originally expected time frame of from six to eight years after their
acquisition (I.E., between 1986 and

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1989). The General Partner now expects to hold the Partnership's
portfolio of real estate investments until such time as the real estate market
and the performance of the Partnership's investments improves and permits the
Partnership to achieve its capital preservation and capital gains objectives.
There can be no assurance, however, that the properties' values will increase
over an extended holding period."

At December 31, 1994, the Partnership's investment portfolio consisted of
the following properties:

NET BASIS 1994 DATE
PROPERTY DESCRIPTION OF PROPERTY DEBT PROPERTY TAX ACQUIRED
-------- ----------- ----------- ----- ------------ --------
<S> <C> <C> <C> <C> <C>
Briarwood (F1) Apartments $ 2,148,191 $ 2,192,428 (F8) (F8)

Cave Springs Corners (F8) 226,458 3,155,412 (F8) (F8)

Coppermill (F2) Apartments 4,784,226 5,046,000 (F8) (F8)

Iberia Plaza (F8) 2,520,232 2,148,476 (F8) (F8)

La Plaza (F8) 4,443,206 2,638,061 (F8) (F8)

Lakeview Plaza Retail Center
Lexington, KY 172,252 sq. ft. 4,029,652 4,393,299 102,293 7/80

Orchard (F3) Apartments
Lawrence, IN 376 units 3,596,655 6,382,821 222,828 12/80

Quail Meadows (F4) Apartments
Wichita, KS 440 units 4,727,773 6,054,979 74,689 6/80

Regency Park (F5) Apartments
Ft. Wayne, IN 226 units 1,776,829 2,449,934 109,951 6/80

Sandpiper (F6) Apartments
Westminister, CO 350 units 3,999,593 5,623,992 68,064 4/80

Spanish Oaks Apartments
San Antonio, TX 239 units 2,738,077 3,507,659 139,400 8/80
------------- ------------- ----------
$ 37,024,893 $ 43,593,061 $1,007,921
============= ============= ==========
Assets Held for Sale:

The Courts I&II (F7) Apartments 6/80 &
Kent, WA 382 units 4,892,016 6,805,767 156,639 8/80

Parkway Plaza Retail Center
Lafayette, LA 135,682 sq. ft. 2,323,016 2,480,022 30,379 6/80
---------- ------------ ----------
$7,215,032 $ 9,285,789 $ 187,018
========== ============ ==========

------------------------------------------------
Total: Apartments - 2,765 units

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Retail Centers - 613,260 sq. ft.
Office Building - 104,230 sq. ft.

<FN>
(F1) Briarwood Apartments is owned by Briarwood Fund X Limited Partnership,
which is wholly-owned by the Partnership.

(F2) Coppermill Apartments is owned by Coppermill Fund X Limited Partnership,

which is wholly-owned by the Partnership.

(F3) Orchard Apartments is owned by Orchard Fund X Limited Partnership, which

is wholly-owned by the Partnership.

(F4) Qual Meadows Apartments is owned by Quail Meadows Fund X Limited
Partnership, which is wholly-owned by the Partnership.

(F5) Regency Park Apartments is owned by Regency Park Fund X Associates,
L.P., which is wholly-owned by the Partnership.

(F6) Sandpiper Apartments is owned by Sandpiper Fund X Limited Partnership,
which is wholly-owned by the Partnership.

(F7) The Courts I and II Apartments is owned by Courts Fund X Associates,
L.P., which is wholly-owned by the Partnership and the General Partner.

(F8) Information not available in the Form 10-K available from public
records.
</FN>
</TABLE>

-17-

<PAGE>

ACCUMULATED DEPRECIATION SCHEDULE.

The basis and accumulated depreciation of the Partnership's real estate
investments held at December 31, 1994 and 1993 are set forth in the following
tables:

BUILDINGS AND ACCUMULATED NET BOOK
1994 LAND IMPROVEMENTS DEPRECIATION VALUE
---- ---- ------------- ------------ --------
<S> <C> <C> <C> <C>
Briarwood $ 489,437 $ 4,940,758 $ (3,282,004) $ 2,148,191

Cave Spring Corners 776,280 4,324,604 (2,840,426) 2,260,458

Coppermill 1,176,980 11,938,769 (8,331,543) 4,784,226

Iberia Plaza 836,792 4,260,110 (2,576,670) 2,520,232

La Plaza 2,761,441 5,586,215 (3,904,450) 4,443,206

Lakeview Plaza 1,554,404 7,248,152 (4,772,904) 4,029,652

Orchard 366,938 8,989,936 (5,760,219) 3,596,655

Quail Meadows 754,551 10,608,253 (6,635,031) 4,727,773

Regency Park 280,131 4,842,550 (3,345,852) 1,776,829

Sandpiper 866,107 7,501,138 (4,367,651) 3,999,594

Spanish Oaks 588,058 5,785,918 (3,633,897) 2,738,077
------------- ----------- ------------- ------------
$ 10,449,117 $76,026,423 $ (49,450,647) $ 37,024,893
------------- ----------- ------------- ------------
------------- ----------- ------------- ------------

BUILDINGS AND ACCUMULATED NET BOOK
1993 LAND IMPROVEMENTS DEPRECIATION VALUE
---- ---- ------------- ------------ --------
<S> <C> <C> <C> <C>

Briarwood $ 489,437 $ 4,709,247 $ (3,090,209) $ 2,099,475

Cave Spring Corners 776,280 3,895,145 (2,729,363) 1,942,062

Coppermill 1,176,980 11,785,220 (7,777,314) 5,184,886

The Courts I & II (F1) 1,242,092 10,244,278 (6,387,265) 5,099,105

Iberia Plaza 836,792 4,254,856 (2,450,845) 2,640,833

La Plaza 2,751,441 5,533,587 (3,620,977) 4,674,031

Lakeview Plaza 1,554,404 7,209,379 (4,418,545) 4,345,238

Orchard 386,935 8,840,577 (5,396,723) 3,810,792

Parkway Plaza (F1) 1,016,096 4,173,085 (2,820,349) 2,368,832

Quail Meadows 754,551 10,446,716 (6,190,383) 5,010,884

Regency Park 280,131 4,621,115 (3,139,109) 1,762,137

Sandpiper 866,107 7,282,842 (4,059,511) 4,089,438

Spanish Oaks 586,056 5,485,026 (3,393,321) 2,677,761

-18-

<PAGE>

------------- ----------- ------------- ------------
$ 12,707,305 $ 88,481,083 $ (55,482,914) $ 45,705,474
------------- ----------- ------------- ------------
------------- ----------- ------------- ------------

<FN>
(F1) During 1994, the General Partner placed The Courts I & II Apartments and
Parkway Plaza Shopping Center on the market for sale. Therefore, at
December 31, 1994, these assets are recorded as assets held for sale.
</FN>
</TABLE>

The Partnership leases its commercial properties under various non-cancelable
operating leases. In most cases, the Partnership expects that in the normal
course of business these leases will be renewed or replaced by other leases.
Future minimum rents to be received from commercial properties as of December
31, 1994, are as follows:

REAL ESTATE ASSETS HELD
INVESTMENTS FOR SALE
----------- -----------
<S> <C> <C>
1995......................... $ 3,015,000 $ 526,000
1996......................... 2,109,000 506,000
1997......................... 1,890,000 488,000
1998......................... 1,463,000 450,000
1999......................... 1,066,000 386,000
Thereafter................... 4,671,000 921,000
----------- -----------
$14,214,000 $ 3,259,000
----------- -----------
----------- -----------
</TABLE>

Future minimum rents do not include contingent rents based on sales volume of
tenants. Contingent rents amounted to $99,514, $77,899 and $191,221 for the
years ended December 31, 1994, 1993 and 1992 respectively. Future minimum rents
also do not include expense reimbursements for common area maintenance, property
taxes, and other expenses. The expense reimbursements amounted to $399,360;
$318,444, and $246,609 for the years ended December, 31, 1994, 1993 and 1992,
respectively.

The Partnership's real estate investments are encumbered by mortgage
indebtedness.

-19-

<PAGE>

During 1992, the Partnership wrote off the remaining net book value of assets
replaced in the amount of $675,420.

-20-

<PAGE>

SCHEDULE OF MORTGAGES.

The following table sets forth the mortgage notes payable of the
Partnership at December 31, 1994 and 1993. All mortgage notes payable are
secured by real estate investments.

MORTGAGE ANNUAL MONTHLY
LIEN INTEREST PAYMENTS/ DECEMBER 31,
PROPERTY POSITION (F1) RATES% MATURITY DATE 1994 1993
-------------------- -------------- --------- ----------------- ---------- ---------
<S> <C> <C> <C> <C> <C>

Briarwood First 8.150 $18,3400 7/03(F7) $ 2,251,332 $2,286,219
Discount (F6) (58,904) (64,264)
----------- ----------
2,192,428 2,221,955

Cave Spring Corners First (F3) 9.500 27,9580 6/96(F7) 3,155,412 3,189,397
----------- ----------
Coppermill First (F2) 9.250 55,575 05/94 -- 6,258,038
First (F2) 10.405 45,800 01/02(F7) 5,046,000 --
----------- ----------

5,046,000 6,258,038
----------- ----------
----------- ----------

The Courts I & II First 10.875 66,520 11/96(F7) 6,655,775 6,731,605
Improvement 7.500- (F3) 06/97-
District Liens(F3) 7.850 06/05 149,992 174,298
----------- ---------
6,806,767 6,905,904
----------- ---------

Iberia Plaza First 9.250 27,137 11/98(F7) 2,320,507 2,426,143
Second (F4) 5.000 3,180 06/00 -- 477,016
Discount (F6) (172,031) (301,594)
----------- ----------
2,148,476 2,601,565
----------- ----------

La Plaza First 10.125 31,386 03/97(F7) 2,636,061 2,741,808
----------- ----------

Lakeview Plaza First 9.125 38,815 06/08 3,593,299 3,724,610
----------- ----------

Orchard First 8.150 53,393 07/03(F7) 6,554,315 6,655,878
Discount (F6) (171,494) (187,093)
----------- ----------
6,382,821 6,468,785
----------- ----------

Parkway Plaza Wrap (F5) 9.250 34,054 11/95(F7) 2,798,778 2,941,298
Discount (F6) (318,756) (357,055)
----------- ----------
2,480,022 2,584,243

-21-

<PAGE>

----------- ----------

Quail Meadows First 8.150 50,634 07/03(F7) 6,215,038 6,311,951
Discount (F6) (160,057) (177,425)
----------- ----------
6,054,979 6,134,526
----------- ----------

Regency Park First 8.375 23,382 10/17 2,851,951 2,891,847
Discount (F6) (402,017) (416,821)
----------- ----------
2,449,934 2,475,026
----------- ----------

Sandpiper First 8.150 47,046 07/03(F7) 5,775,158 5,864,647
Discount (F6) (151,168) (164,852)
----------- ----------
5,623,992 5,699,795
----------- ----------

Spanish Oaks First 10.000 31,392 06/95(F7) 3,533,351 3,542,374
Discount (F6) (25,692) (63,571)
----------- ----------
3,507,659 3,478,803
----------- ----------
$52,078,850 $54,484,455
----------- ----------
----------- ----------

(F1) The debt is non-recourse to the Partnership.

(F2) The Partnership refinanced the Coppermill mortgage note on December 8,
1994.

(F3) The Courts I & II Apartments are subject to several Local Improvement
District liens. These
liens bear interest at rates of from 7.5% to 7.85% per annum and require
annual payments of $44,347 in 1995 decreasing annually to $10,242 in 2005.

(F4) The Iberia Plaza second mortgage note was paid off during 1994.

(F5) The holder of the Parkway Plaza mortgage note has an option to call the
Parkway Plaza mortgage note upon giving 180 days notice to the Partnership,
for a period of one year beginning November 1995. If the Parkway Plaza mortgage
note is not called before November 1996, the maturity date of the mortgage
note will be extended to December 2005.

(F6) Discounts for the Iberia Plaza, Parkway Plaza and Spanish Oaks mortgage
notes are based on effective interest rates of 10% to 13%. The discount
for the Regency Park mortgage note is based on an effective interest rate
of 10.375%. Discounts for the Briarwood, Orchard, Quail Meadows and
Sandpiper mortgage notes are based on an effective interest rate of 8.622%.

(F7) Balloon payments on the Partnership's mortgage notes are due as follows:

</TABLE>

<TABLE>
<CAPTION>
PROPERTY BALLOON PAYMENT DATE
<S> <C> <C>
Spanish Oaks $ 3,526,107 08/95
Parkway Plaza 2,656,082 11/95
The Courts I & II 6,505,527 11/96
La Plaza 2,382,599 03/97
Cave Spring Corners 3,007,722 06/98
Iberia Plaza 1,812,114 11/98
Coppermill 4,798,763 01/02
Briarwood 1,804,449 07/03
Orchard 5,253,301 07/03
Quail Meadows 4,981,860 07/03
Sandpiper 4,628,805 07/03
</TABLE>

-22-

<PAGE>

Scheduled principal maturities of the mortgage notes under existing agreements,
before consideration
of discounts of $1,460,717, are as follows:

<TABLE>
<S> <C>
1995.......................... $ 7,288,122
1996.......................... 7,518,062
1997.......................... 1,008,486
1998.......................... 4,063,898
1999.......................... 1,149,142
Thereafter.................... 32,491,857
-------------
$ 53,539,567
-------------
-------------
</TABLE>

AVERAGE ANNUAL RENTAL RATE AND OCCUPANCY.

The following table sets forth the occupancy rate and rent per square foot
of the Partnership's properties for each of the last five years:

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Real Estate Investments:

Briarwood
Occupancy Rate......... 99% 99% 96% 95% 95%
Rent Per Square Foot... $ 9.62 $ 8.58 $ 8.07 $ 7.53 $ 6.89

Cave Spring Corners
Occupancy Rate......... 100% 99% 95% 95% 96%
Rent Per Square Foot... $ 4.53 $ 3.92 $ 3.93 $ 3.94 $ 3.73

Coppermill
Occupancy Rate......... 92% 92% 89% 86% 94%
Rent Per Square Foot... $ 5.28 $ 4.99 $ 4.73 $ 4.37 $ 4.05

Iberia Plaza
Occupancy Rate......... 94% 90% 88% 89% 95%
Rent Per Square Foot... $ 3.90 $ 3.59 $ 3.41 $ 4.21 $ 5.27

La Plaza
Occupancy Rate......... 97% 99% 95% 96% 98%
Rent Per Square Foot... $13.97 $12.56 $12.58 $12.63 $11.46

Lakeview Plaza
Occupancy Rate......... 100% 100% 95% 96% 98%
Rent Per Square Foot... $ 5.69 $ 5.35 $ 4.97 $ 5.47 $ 5.12

Orchard
Occupancy Rate......... 94% 93% 89% 91% 93%
Rent Per Square Foot... $ 6.94 $ 6.24 $ 6.20 $ 6.13 $ 5.81

Quail Meadows
Occupancy Rate......... 89% 77% 92% 89% 90%

-23-

<PAGE>

Rent Per Square Foot... $ 5.62 $ 5.53 $ 5.99 $ 5.79 $ 5.16

Regency Park
Occupancy Rate......... 94% 89% 86% 86% 85%
Rent Per Square Foot... $ 5.09 $ 4.46 $ 4.64 $ 4.48 $ 4.22

Sandpiper
Occupancy Rate......... 95% 94% 98% 97% 95%
Rent Per Square Foot... $ 8.93 $ 8.33 $ 7.46 $ 6.59 $ 5.73

Spanish Oaks
Occupancy Rate......... 91% 96% 95% 89% 85%
Rent Per Square Foot... $ 5.97 $ 5.64 $ 5.23 $ 4.77 $ 3.95

Assets Held for Sale:

The Courts I & II
Occupancy Rate......... 91% 82% 95% 92% 96%
Rent Per Square Foot... $ 6.74 $ 6.87 $ 7.10 $ 7.02 $ 6.69

Parkway Plaza
Occupancy Rate......... 97% 95% 95% 95% 93%
Rent Per Square Foot... $ 5.19 $ 4.89 $ 5.76 $ 5.72 $ 5.40

</TABLE>

Occupancy rate represents all units or square footage leased divided by the
total number of units or square footage of the property as of December 31 of the
given year. Rent per square foot represents all revenue, except interest,
derived from the properties' operations divided by the leasable square footage
of the property.

SELECTED FINANCIAL DATA. Set forth below is a summary of certain financial
information with respect to the Partnership, which has been excerpted or derived
from the Form 10-K and the Partnership's Quarterly Report on Form 10-Q for
the three months ended March 31, 1995.

-24-

<PAGE>

McNEIL REAL ESTATE FUND X, LTD.
(IN THOUSANDS, EXCEPT PER UNIT DATA)

THREE MONTHS ENDED FISCAL YEAR ENDED
MARCH 31, DECEMBER 31,
----------------------- -------------------------
1995 1994 1994 1993 1992
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Statements of Operations Data:

Total Revenues $4,397 $4,184 $17,428 $16,543 $16,284
Net Income (Loss) before extraordinary items,
if any $ (242) $ (477) $(1,200) $(1,693) $(2,101)

Net Income (Loss) allocated to limited partners $ (230) $ (453) $(1,107) $(3,135) $(3,151)
Net Income (Loss) per limited partnership unit
before extraordinary items, if any $(1.70) $(3.35) $(10.25) $(15.62) $(24.66)
Distributions per limited partnership unit -- -- -- -- --

AS OF AS OF AS OF
MARCH 31, DECEMBER DECEMBER
1995 31, 1994 31, 1993
----------- ---------- --------
<S> <C> <C> <C>
Balance Sheet Data:

Total Assets $48,350 $48,380 $50,832

Total Liabilities $56,304 $55,822 $56,532

Limited Partners Equity $(4,102) $(3,872) $(2,766)

Limited partnerships units outstanding 135,090 135,090 135,120

Book Value per Unit $(30.36) $(28.66) $(20.47)

</TABLE>

Additional information concerning the Partnership, its assets, operations
and management is contained in its annual reports on the Form 10-K and quarterly
reports on Form 10-Q and other filings with the Commission. Such reports and
filings are available for inspection at the Commission's principal office in
Washington, D.C., and at its regional offices in New York, New York and Chicago,
Illinois.

-25-

<PAGE>

SECTION 10. VOTING BY THE PURCHASER.

If the Purchaser acquires a substantial number of Units pursuant to the
Offer, the Purchaser may be in a position to influence voting decisions with
respect to the Partnership. Under the Partnership Agreement, Limited Partners
holding a majority of the Units are entitled to remove the Partnership's general
partner at any time for cause and beginning October 8, 1995, without cause, but,
while reserving such right, the Purchaser has no present intention of doing so.
Such removal may require the Partnership to pay a fee to the Partnership's
general partner and/or its affiliates and may result in an acceleration of
certain of the Partnership's debt obligations, which may have an adverse effect
on the Partnership. In addition, Limited Partners holding a majority of the
Units, with the concurrence of the Partnership's general partner, are entitled
to take action with respect to a variety of matters, including dissolution of
the Partnership and most types of amendments to the Partnership Agreement, but
the Purchaser has no present intention of doing so.

Reorganization Transactions require a Supermajority Vote (as those terms
are defined in the Partnership Agreement) and the consent of the Partnership's
general partner prior to effectuation. Generally, "Reorganization Transactions"
are defined as transactions in connection with which any Limited Partners will
be issued securities of any other entity in exchange for, or as a distribution
with respect to, Units; "Supermajority Vote" is defined as the vote of the
Limited Partners who own more than 80% of the total outstanding Units excluding
Units held by Interested Persons; and "Interested Persons" are defined as, among
others, persons who beneficially own 10% or more of the outstanding Units,
excluding certain affiliates of the Partnership's general partner.

SECTION 11. INFORMATION CONCERNING THE PURCHASER AND CERTAIN AFFILIATES OF
THE PURCHASER.

Riverdale is the general partner of the Purchaser, and Mr. Icahn is the
sole stockholder of Riverdale. Highcrest is the sole limited partner of the
Purchaser and is owned indirectly by Mr. Icahn.

The business address of Mr. Icahn is c/o Icahn Associates Corp., 114 West
47th Street, 19th Floor, New York, N.Y. 10036. The address of the principal
office of the Purchaser, Highcrest and Riverdale is 100 South Bedford Road,
Mount Kisco, New York 10549.

The Purchaser is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of owning real
estate and acting as general partner of the Purchaser. Highcrest is primarily
engaged in the business of investing and holding securities, and in leasing,
selling and manufacturing railroad freight and tank cars, either directly or
through

-26-

<PAGE>

subsidiaries. Mr. Icahn's present principal occupation or employment is
set forth on Schedule I attached hereto and is incorporated herein by reference.
Also set forth on Schedule I and incorporated herein by reference are Mr.
Icahn's material occupations, positions, offices or employments during the past
five years, including the principal business and address of any business,
corporation or other organization in which such occupation, position, office or
employment was carried on.

The name, position, citizenship, business address, present principal
occupation or employment, material occupations, positions, offices or
employments during the past five years and the principal business address of any
business corporation or other organization in which such occupation, position,
office or employment was carried on, of each executive officer and director of
Riverdale and Highcrest are set forth on Schedule I attached hereto and are
incorporated herein by reference.

Neither the Purchaser, Riverdale, Highcrest, Mr. Icahn, nor any executive
officer or director of any of the foregoing, has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) 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 is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or a finding of any violation of such laws.

Set forth below is financial information with respect to the Purchaser and
Highcrest and its consolidated subsidiaries. Neither the Purchaser nor
Highcrest is subject to periodic reporting requirements under the Exchange Act.
The financial information set forth below is unaudited. Such entities do not
prepare audited financial statements in the ordinary course of their business
and, accordingly, such audited financial statements were not available or
obtainable without unreasonable cost or expense.

-27-

<PAGE>

HIGHCREST INVESTORS CORP.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994
(UNAUDITED)
(IN MILLIONS)

ASSETS

Current assets:
Cash and cash equivalents $ 61.4
Marketable securities 335.6
Receivables:
Trade receivables 30.4
Interest and dividends 55.8
Current portion of amounts due from affiliates 6.9
Inventories 51.6
Prepaid expenses and other current assets 9.9
Current deferred tax asset 24.9
-------
Total current assets 576.5

Property, plant and equipment
Land 1.4
Manufacturing facilities and other 78.4
Railcars leased to others 1,318.0
-------
1,397.8
Less accumulated depreciation 536.2
-------
Net property, plant and equipment 861.6

Notes receivable 190.0
Amounts due from affiliates 135.5
Investment in partnership 5.9
Net deferred tax asset 60.4
Deferred charges, deposits and other assets 17.2
Investment in preferred stock of affiliate 12.6
-------
Total assets $ 1,859.7
-------
-------

-28-

<PAGE>

HIGHCREST INVESTORS CORP.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994
(UNAUDITED)
(IN MILLIONS)

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
Short-term borrowings $ 182.5
Trade payables 30.4
Income taxes payable 15.2
Due to brokers 40.8
Accrued expenses:
Interest 4.7
Salaries, wages and employee benefits 7.5
Other 49.8
Current portion of settlement agreement obligation 10.0
Current portion of phase-out reserve 4.1
Current deferred tax liability 37.9
--------
Total current liabilities 382.9

Long-term debt 638.5
Deferred income taxes 306.8
Phase-out reserve, net of current portion 37.6
Other liabilities 50.3
--------
Total liabilities 1,416.1
--------
Commitments and contingencies

Minority interest 6.4
--------
Shareholder's equity:
Common stock and paid-in-capital 128.2
Retained earnings 256.5
Minimum pension liability adjustment, net of taxes of (14.3)
$8.8 million
Carryover basis adjustment, net of taxes of $3.0 million 5.0
Unrealized holding gains on marketable securities, net of
taxes of $37.9 million 61.8
--------
Total shareholder's equity 437.2
--------
Total liabilities and shareholder's equity $1,859.7
--------
--------

-29-

<PAGE>

HIGHCREST INVESTORS CORP.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(IN MILLIONS)

Revenues:

Railcar rentals and services $ 228.4
Manufacturing operations 152.1
Investment income 30.9
Other, net 27.5
-------
Total revenues 438.9
-------
Costs and expenses:
Fleet operating expenses 48.8
Cost of manufacturing 150.9
Selling administrative and other expenses 43.8
Depreciation 64.0
Interest 79.2
Phase-out reserve expense 1.5
Settlement agreement expense 5.0
-------
Total costs and expenses 393.2
-------
Income (loss) before taxes 45.7
Income tax expense 16.4
-------
Net income $ 29.3
-------
-------

-30-

<PAGE>

HIGH RIVER LIMITED PARTNERSHIP
BALANCE SHEET
6/30/95
(UNAUDITED)

Assets:
Cash $ 1,065,480
Securities @ market 21,185,350
Other investment @ cost 6,276,036
Investment in partnership @ cost 972,943
------------
$29,499,809
------------
------------
Liabilities and capital:
Due to brokers $ 6,339,055
Securities sold not yet purchased @ market 772,500
Partners' capital 22,388,254
------------
$29,499,809
------------
------------

-31-

<PAGE>

HIGH RIVER LIMITED PARTNERSHIP
BALANCE SHEET
12/31/94
(UNAUDITED)

Assets:
Cash $ 3,254,659
Securities @ market 7,688,250
Note receivable 270,000
------------
$11,212,909
------------
------------
Due to brokers $ 5,538,069
Partners' capital 5,674,840
-----------
$11,212,909
-----------
-----------

-32-

<PAGE>

Neither Mr. Icahn, the Purchaser or Riverdale, nor, to the best of their
knowledge, any of the persons listed on Schedule I attached hereto, (i)
beneficially own or have a right to acquire any Units, (ii) have effected any
transaction in the Units, or (iii) have any contract, arrangement, understanding
or relationship with any other person with respect to any securities of the
Partnership, including, but not limited to, contracts, arrangements,
understandings or relationships concerning transfer or voting thereof, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies.

SECTION 12. SOURCE OF FUNDS.

The Purchaser expects that approximately $4,526,952.00 will be required to
purchase 60,791 Units, if tendered, and to pay related fees and expenses. The
Purchaser will obtain all of those funds from: (i) its liquid assets and/or (ii)
a capital contribution from its limited partner, Highcrest, which will obtain
such funds from its liquid assets and/or the liquid assets of its wholly-owned,
direct or indirect subsidiaries. Highcrest has irrevocably committed to make
such capital contribution.

SECTION 13. BACKGROUND OF THE OFFER.

PRIOR CONTACTS WITH THE PARTNERSHIP. During the period beginning on or
about July 27, 1995, Mr. Icahn participated in several telephone conversations
with persons acting on behalf of the Partnership's general partner (including
one conversation with such general partner), during which the possibility of
conducting a joint tender offer for Units and also the possible purchase of the
general partner or an interest therein was explored. No agreement with respect
to any such transaction was reached.

TRADING HISTORY OF THE UNITS. The Partnership's Form 10-K states: "There
is no established public trading market for limited partnership units nor is one
expected to develop."

VALUATION ANALYSIS. The Purchaser reviewed publicly available financial
information relating to the Partnership for its fiscal year ended December 31,
1994 in order to determine an adjusted net income (reduced by an amount intended
to reflect normal capital expenditures and operating expenses) of $7,197,541.00,
and then capitalized that amount at 10.50%, which the Purchaser believes
represents an appropriate capitalization rate for a real estate portfolio such
as the Partnership's. That review process produced an estimated aggregate net
asset value per Unit (exclusive of cash and cash equivalents equal to
approximately $17.00 per Unit as of March 31, 1995) of approximately $106.00. It
should be noted that the Purchaser does not have access to any information
concerning the Partnership or its properties other than information that is
publicly available, that the Purchaser's foregoing calculations are based on
rough estimates and that the values resulting therefrom may not be indicative of
actual values to any extent. It should also be noted that investors may disagree
as to the appropriate capitalization rate to be applied, and Limited Partners
are advised that the utilization of a lower capitalization rate results in a
higher estimate of aggregate value.

-33-

<PAGE>

SECTION 14. CONDITIONS OF THE OFFER.

Notwithstanding any other term of the Offer, the Purchaser will not be
required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expiration of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed, occurred or been obtained.
Furthermore, notwithstanding any other term of the Offer and in addition to the
Purchaser's right to withdraw the Offer at any time before the Expiration Date,
the Purchaser will not be required to accept for payment or pay for any Units
not theretofore accepted for payment or paid for and may terminate or amend the
Offer as to such Units if, at any time on or after the date of the Offer and
before the acceptance of such Units for payment or the payment therefor, any of
the following conditions exists:

(a) a preliminary or permanent injunction or other order of any
federal or state court, government or governmental authority or agency
shall have been issued and shall remain in effect which (i) makes illegal,
delays or otherwise directly or indirectly restrains or prohibits the
making of the Offer or the acceptance for payment, purchase of or payment
for any Units by the Purchaser, (ii) imposes or confirms limitations on the
ability of the Purchaser effectively to exercise full rights of ownership
of any Units, including, without limitation, the right to vote any Units
acquired by the Purchaser pursuant to the Offer or otherwise on all matters
properly presented to the Partnership's Limited Partners, (iii) imposes or
confirms limitations on the ability of the Purchaser to fully exercise the
voting rights conferred pursuant to its appointment as proxy in respect of
all tendered Units which it accepts for payment, (iv) requires divestiture
by the Purchaser of any Units, (v) causes any material diminution of the
benefits to be derived by the Purchaser as a result of the transactions
contemplated by the Offer, or (vi) might materially adversely affect the
business, properties, assets, liabilities, financial condition, operations,
results of operations or prospects of the Purchaser or the Partnership;

(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed
applicable to the Offer by any federal or state court, government or
governmental authority or agency, which might, directly or indirectly,
result in any of the consequences referred to in clauses (i) through (vi)
of paragraph (a) above;

(c) any change or development shall have occurred or been threatened
since the date of the Offer to Purchase, in the business, properties,
assets, liabilities, financial condition, operations, results of
operations, or prospects of the Partnership, which is outside the ordinary
course of the Partnership's business or may be materially adverse to the
Partnership, or the Purchaser shall have become aware of any fact that does
or may have a material adverse effect on the value of the Units;

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<PAGE>

(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, (iii) any limitation by any
governmental authority on, or other event which might affect, the extension
of credit by lending institutions or result in any imposition of currency
controls in the United States, (iv) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States, (v) a material change in United
States or other currency exchange rates or a suspension or a limitation on
the markets thereof, or (vi) in the case of any of the foregoing existing
at the time of the commencement of the Offer, a material acceleration or
worsening thereof;

(e) the Partnership's general partner shall not have consented in
writing to, and shall not have taken all other action that the Purchaser
deems necessary, in the Purchaser's judgment, for the admission of the
Purchaser to the Partnership, simultaneously with the consummation of the
Offer, as a substitute Limited Partner in accordance with the Partnership
Agreement and applicable law;

(f) the Partnership's general partner shall not have furnished to the
Purchaser such information as is necessary, in the Purchaser's judgment, to
verify that the person purporting to transfer Units to the Purchaser
pursuant to the Offer is in fact the owner of such Units as reflected on
the Partnership's books and records;

(g) the Partnership's general partner shall have caused the
Partnership to impose unreasonable transfer, substitution or similar fees,
including, without limitation, those that would otherwise apply to: (i)
the tender of Units by holders pursuant to the Offer, (ii) the transfer of
such Units to the Purchaser and (iii) the admission of the Purchaser as a
substitute Limited Partner in respect of such Units;

(h) there shall have been threatened, instituted or pending any
action or proceeding before any court or governmental agency or other
regulatory or administrative agency or commission or by any other person,
challenging the acquisition of any Units pursuant to the Offer or otherwise
directly or indirectly relating to the Offer, or otherwise, in the judgment
of the Purchaser, adversely affecting the Purchaser or the Partnership;

(i) the Partnership or the Partnership's general partner shall have
(i) issued, or authorized or proposed the issuance of, any partnership
interests of any class, or any securities convertible into, or rights,
warrants or options to acquire, any such interests or other convertible
securities, (ii) issued or authorized or proposed the issuance of any other
securities, in respect of, in lieu of, or in substitution for, all or any
of the presently outstanding Units, or (iii) declared or paid any
distribution, other than in cash, on any of its partnership interests, or
(iv) authorized, proposed or announced its intention to propose any merger,
consolidation or business combination transaction,

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<PAGE>

acquisition of assets, disposition of assets or material change in its
capitalization, or any comparable event not in the ordinary course of
business;

(j) a tender offer or exchange offer for some or all of the Units is
made or publicly announced or proposed to be made, supplemented or amended
by any person other than the Purchaser; or

(k) the general partner of the Partnership shall have modified, or
taken any step or steps to modify, in any way, the procedures or
regulations applicable to the registration of Units or transfers of Units
on the books and records or register of the Partnership or the admission of
transferees of Units as Limited Partners.

The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to such
conditions or may be waived by the Purchaser in whole or in part at any time and
from time to time in its sole discretion. Any determination by the Purchaser
concerning the events described above will be final and binding upon all
parties. If the Purchaser, in its sole discretion, waives the condition
contained in the foregoing paragraph (g), then the Purchaser will, to the extent
of such waiver, pay all applicable fees referred to in such paragraph.

SECTION 15. CERTAIN LEGAL MATTERS.

GENERAL. Except as set forth in this Section 15, the Purchaser is not,
based on its review of publicly available filings by the Partnership with the
Commission and other publicly available information regarding the Partnership,
aware of any licenses or regulatory permits that would be material to the
business of the Partnership, taken as a whole, and that might be adversely
affected by the Purchaser's acquisition of Units as contemplated herein, or any
filings, approvals or other actions by or with any domestic or foreign
governmental authority or administrative or regulatory agency that would be
required prior to the acquisition of Units by the Purchaser pursuant to the
Offer as contemplated herein. While there is no present intent to delay the
purchase of Units tendered pursuant to the Offer pending receipt of any such
additional approval or the taking of any such action, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Partnership's business, or that certain parts of the Partnership's business
might not have to be disposed of or other substantial conditions complied with
in order to obtain such approval or action, any of which could cause the
Purchaser to elect to terminate the Offer without purchasing Units thereunder.
The Purchaser's obligation to purchase and pay for Units is subject to certain
conditions, including conditions related to the legal matters discussed in this
Section 15 of the Offer to Purchase.

ANTITRUST. The Purchaser does not believe that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the acquisition
of Units contemplated by the Offer.

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<PAGE>

MARGIN REQUIREMENTS. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.

STATE LAWS. The Purchaser is not aware of any jurisdiction in which the
making of the Offer is not in compliance with applicable law. If the Purchaser
becomes aware of any jurisdiction in which the making of the Offer would not be
in compliance with applicable law, the Purchaser will make a good faith effort
to comply with any such law. If, after such good faith effort, the Purchaser
cannot comply with any such law, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) Limited Partners residing in such
jurisdiction. In those jurisdictions whose securities or blue sky laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be made on
behalf of the Purchaser, if at all, only by one or more registered brokers or
dealers licensed under the laws of that jurisdiction.

SECTION 16. FEES AND EXPENSES.

Except as set forth in this Section 16, the Purchaser will not pay any fees
or commissions to any broker, dealer or other person for soliciting tenders of
Units pursuant to the Offer. The Purchaser has retained IBJ Schroder Bank &
Trust Company to act as Depositary and D.F. King & Co., Inc. to act as
Information Agent in connection with the Offer. The Purchaser will pay the
Depositary and Information Agent reasonable and customary compensation for their
services in connection with the Offer, plus reimbursement for out-of-pocket
expenses, and will indemnify the Depositary and Information Agent against
certain liabilities and expenses in connection therewith, including liabilities
under the federal securities laws. The Purchaser will also pay all costs and
expenses of printing and mailing the Offer and its legal fees and expenses.

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained herein or in the
Assignment of Partnership Interest and, if given or made, such information or
representation must not be relied upon as having been authorized.

The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1 (including exhibits), pursuant to Rule 14d-3 under the Exchange
Act, furnishing certain additional information with respect to the Offer, and
may file amendments thereto. The Schedule 14D-1 and any amendments thereto,
including exhibits, may be inspected and copies may be obtained at the same
places and in the same manner as set forth in the "Introduction" of the Offer to
Purchase (except that they will not be available at the regional offices of the
Commission).

HIGH RIVER LIMITED PARTNERSHIP

August 3, 1995, as amended through August 7, 1995

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<PAGE>

SCHEDULE I

The name and position of the executive officers and directors of Riverdale
Investors Corp., Inc. ("Riverdale") are set forth below. The business address
of each executive officer and director is c/o Icahn Associates Corp., 114 West
47th Street, 19th Floor, New York, N.Y. 10036. Each executive officer and
director is a citizen of the United States of America.

NAME POSITION
---- -----------
Carl C. Icahn Director

Edward E. Mattner President

Robert J. Mitchell Vice President and Treasurer

The name and position of the executive officers and directors of Highcrest
Investors Corp. ("Highcrest") are set forth below. Unless otherwise indicated,
the business address of each executive officer and director is c/o Icahn
Associates Corp., 114 West 47th Street, 19th Floor, New York, N.Y. 10036. Each
executive officer and director is a citizen of the United States of America.

NAME POSITION
---- ----------
Carl C. Icahn Chairman of the Board, President and Director

Richard T. Buonato(1) Senior Vice President, Treasurer and Director

Mark H. Rachesky Managing Director

Edward E. Mattner Director

The following sets forth the (a) name, (b) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment or occupation is conducted and (c)
material occupations, positions, offices or employments during the last five
years, giving the starting and ending dates of each and the name, principal
business and address of any business corporation or other organization in which
such occupation, position, office or employment was carried on, of each
executive officer and director of Riverdale and Highcrest.

NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
------------- ----------------------------------------------

(1) Business address is 1 Wall Street Court, Suite 920, New York, N.Y. 10005.

I-1

<PAGE>

Carl C. Icahn Mr. Icahn's present principal occupation is acting as President
and a Director of Icahn Holding Corporation, a Delaware
corporation ("IHC") and Chairman of the Board and a Director of
various of IHC's subsidiaries, including ACF Industries, Inc., a
New Jersey corporation ("ACF"). IHC is primarily engaged in the
business of holding, either directly or through subsidiaries, a
majority of the common stock of ACF and its address is 100 South
Bedford Road, Mount Kisco, N.Y. 10549. ACF is primarily engaged
in the business of leasing, selling and manufacturing railroad
freight and tank cars and its address is 3301 Rider Trail South,
Earth City, Missouri 63045. Mr. Icahn has been President and a
Director of IHC since August 1982 and has been a director of ACF
since June 1984 and Chairman of the Board of ACF since October
1984. Mr. Icahn also maintains similar positions with various of
ACF's affiliates, including: (i) since 1968, Mr. Icahn has been
Chairman of the Board, President and a Director of Icahn & Co.,
Inc., a Delaware corporation (collectively with its predecessor
companies by merger, "Icahn & Co."), which is a registered
broker-dealer and a member firm of the New York Stock Exchange,
Inc. and whose address is 1 Wall Street Court, New York, N.Y.
10005; (ii) since November 1990, Mr. Icahn has been Chairman of
the Board and a Director of American Property Investors, Inc., a
Delaware corporation ("API") primarily engaged in the business of
acting as general partner of American Real Estate Partners, L.P.,
and whose address is 90 South Bedford Road, Mount Kisco, N.Y.
10549; and (iii) from 1986 until January 1993, when he resigned,
Mr. Icahn was a Director and Chairman of the Board of Trans World
Airlines, Inc. ("TWA"), whose address is One City Centre, 515 N.
Sixth Street, St. Louis, Missouri 63101. Since June 1993, Mr.
Icahn has also served as a Director of Astrum International
Corp., a Delaware holding company ("Astrum") whose principal
subsidiaries are Samsonite Corporation, a manufacturer and
distributor of luggage, Culligan International Company, a
manufacturer of water purification and treatment equipment and
McGregor Corporation, a manufacturer and distributor of apparel
products and a licensor of apparel brand names. Astrum's address
is 40301 Fisher Island Drive, Fisher Island, Florida 33109.

Edward E. Mr. Mattner's present principal occupation is acting as a
Mattner securities trader at Icahn & Co., a registered broker-dealer and
a member firm of the New York Stock Exchange, Inc. whose address
is 1 Wall Street Court, New York, N.Y. 10005. Mr. Mattner has
served in this capacity since May 1976.

Robert J. Mr. Mitchell's present principal occupation is acting as
Mitchell Senior Vice President Finance of ACF. ACF is primarily engaged
in the business of leasing, selling and manufacturing railroad
freight and tank cars and its address is 3301 Rider Trail South,
Earth City, Missouri 63045. Mr. Mitchell has served as Executive
Vice President Finance since March 1995 and also served as
Secretary of ACF since August 1993, Treasurer from December 1984
to March 1995 and Assistant Secretary from September 1986 to
August 1993. Mr. Mitchell has also served as Treasurer (since May
1988) and Chief Financial Officer (since March 1995) of American
Railcar Industries, Inc., a

I-2

<PAGE>

subsidiary of ACF primarily engaged in the business of repairing,
refurbishing, painting and maintaining railcars and in
manufacturing and selling parts for railcars and
other industrial purposes. The address of American Railcar
Industries, Inc. is 3301 Rider Trail South, Earth City, Missouri
63045. Mr. Mitchell became Treasurer of TWA, whose address is
One City Centre, 515 N. Sixth Street, St. Louis, Missouri 63101,
in 1987 and held that position until he resigned, effective as of
January 5, 1993. From March 1982 until November 1984, Mr.
Mitchell was a Vice President-Department Head of National
Westminster Bank, USA, located at 175 Water Street, New York,
N.Y. 10038.

Richard T. Mr. Buonato's present principal occupation is acting as Vice
Buonato President and Controller of Icahn & Co., a registered
broker-dealer and a member firm of the New York Stock Exchange,
Inc. whose address is 1 Wall Street Court, New York, N.Y. 10005.
Mr. Buonato has served as Vice President since December 1977 and
as Controller since May 1976. Since February 1982, Mr. Buonato
has also served as Vice President and Controller of IHC, a
company primarily engaged in the business of holding, either
directly or through subsidiaries, a majority of the common stock
of ACF. The address of IHC is 100 South Bedford Road, Mount
Kisco, N.Y. 10549.

Mark H. Mr. Rachesky's present principal occupation is acting as Managing
Rachesky Director of IHC, which is primarily engaged in the business of
holding, either directly or through subsidiaries, a majority of
the common stock of ACF and whose address is 100 South Bedford
Road, Mount Kisco, N.Y. 10549. Mr. Rachesky has served as
Managing Director of IHC since February 1990. Since November
1990, Mr. Rachesky has also served as a Director and Vice
President of API, the general partner of American Real Estate
Partners, L.P. API's address is 90 South Bedford Road, Mount
Kisco, N.Y. 10549.

<PAGE>

Manually signed facsimile copies of the Assignment of Partnership Interest
will be accepted. The Assignment of Partnership Interest, the Certificates and
any other required documents should be sent or delivered by each Limited Partner
or such Limited Partner's broker, dealer, bank, trust company or other nominee
to the Depositary as set forth below.

THE DEPOSITARY FOR THE OFFER IS:

IBJ SCHRODER BANK & TRUST COMPANY

BY MAIL:

P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attn: Reorganization Operations Department

BY HAND/OVERNIGHT DELIVERY:

One State Street
New York, New York 10004
Attn: Securities Processing Window,
Subcellar One, (SC-1)

BY FACSIMILE:

(212) 858-2611

CONFIRM BY TELEPHONE:

(212) 858-2103

Questions and requests for assistance or for additional copies of the Offer
to Purchase and the Assignment of Partnership Interest may be directed to the
Information Agent at its telephone number and address listed below. You may
also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.

<PAGE>

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Collect)
or
(800) 628-8538 (Toll Free)

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<PAGE>

ASSIGNMENT OF PARTNERSHIP INTEREST
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST
OF
MCNEIL REAL ESTATE FUND X, LTD.
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 3, 1995
AS AMENDED FROM TIME TO TIME
OF
HIGH RIVER LIMITED PARTNERSHIP

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON
AUGUST 31, 1995, UNLESS THE OFFER IS EXTENDED.

Unitholders desiring to tender their Units should complete and
sign this Assignment of Partnership Interest, and forward it to
the Depositary at the address or facsimile number set forth below
AND DELIVER ALL CERTIFICATES REPRESENTING THEIR INTERESTS IN
UNITS TENDERED (THE "CERTIFICATES") TO THE DEPOSITARY AT THE
ADDRESS SET FORTH BELOW. Instructions for completing this
Assignment of Partnership Interest are included herein, along
with a pre-addressed envelope to the Depositary.

_________________________________________________________________

The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY

By Mail:
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attn: Reorganization Operations Department

By Facsimile: (212) 858-2611

To Confirm: (212) 858-2103

By Hand/Overnight Delivery:
One State Street
New York, New York 10004
Attn: Securities Processing
Window, Subcellar One, (SC-1)

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING THE
ASSIGNMENT OF PARTNERSHIP INTEREST, PLEASE CALL THE INFORMATION

<PAGE>

AGENT, D.F. KING & CO., INC., AT (212) 269-5550 (COLLECT) OR TOLL
FREE, AT (800) 628-8538.

DELIVERY OF THIS ASSIGNMENT OF PARTNERSHIP INTEREST OR ANY OTHER
REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN THE ONE SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE VALID DELIVERY.

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<PAGE>

PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS.

CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE THE
MEANINGS GIVEN TO THEM IN THE HIGH RIVER LIMITED PARTNERSHIP
OFFER TO PURCHASE LIMITED PARTNERSHIP UNITS OF MCNEIL REAL ESTATE
FUND X, LTD. DATED AUGUST 3, 1995 AS IT MAY BE AMENDED FROM TIME
TO TIME (THE "OFFER TO PURCHASE").

Ladies and Gentlemen:

The undersigned hereby tenders to High River Limited Partnership,
a Delaware limited partnership (the "Purchaser"), the number of
the undersigned's units of limited partnership interest specified
below (together with the Certificates to the extent of such units
of limited partnership interest specified below, and all right,
title and interest associated therewith, the "Units") in McNeil
Real Estate Fund X, Ltd., a California limited partnership (the
"Partnership"), at a price of $72.00 per Unit, net to the seller
in cash, less the amount of distributions per unit, if any, made
by the Partnership between August 3, 1995 and the Expiration
Date, upon the terms and subject to the conditions set forth in
the Offer to Purchase, receipt of which is hereby acknowledged,
and in this Assignment of Partnership Interest (which, together
with any supplements or amendments, collectively constitute the
"Offer"). The Purchaser reserves the right to permit any direct
or indirect wholly-owned subsidiary of Highcrest to become a
partner of the Purchaser and to transfer or assign, in whole or
from time to time in part, to one or more of its affiliates, the
right to purchase Units tendered pursuant to the Offer, but any
such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering
Limited Partners to receive payment for Units validly tendered
and accepted for payment pursuant to the Offer.

Subject to and effective upon acceptance for payment of and
payment for the Units tendered hereby, the undersigned hereby
sells, assigns, and transfers to or upon the order of the
Purchaser all right, title and interest in and to all of the
Units tendered hereby (including the related Certificates),
including, without limitation, all rights in, and claims to, any
voting rights, rights to be substituted as a Limited Partner of
the Partnership, Partnership profits and losses, cash
distributions and other benefits of any nature whatsoever
distributable or allocable or otherwise to such tendered Units
under the Partnership Agreement; provided, that if proration of
tendered Units is required as described in Section 1 of the Offer
to Purchase, this Assignment of Partnership Interest shall be
effective to transfer to the Purchaser only that number of the

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<PAGE>

undersigned's Units as is accepted for payment and thereby
purchased by the Purchaser. The undersigned understands that
upon acceptance for payment of and payment for the tendered
Units, the Purchaser will be entitled to seek admission to the
Partnership as a Limited Partner in substitution for the
undersigned as to all tendered Units, except that if proration of
tendered Units is required as described in Section 1 of the Offer
to Purchase, and as a result the Purchaser accepts for payment
and thereby purchases less than all of the undersigned's Units
tendered hereby, then the undersigned may continue to be a
Limited Partner with respect to the tendered Units that are not
purchased.

The undersigned irrevocably appoints the Purchaser, its general
partner, and any designees of the Purchaser, as the attorneys-in-
fact and proxies of the undersigned, each with full power of
substitution, to exercise all voting and other rights with
respect to the Units tendered by the undersigned and accepted for
payment by the Purchaser, including without limitation, to
deliver such Units and transfer ownership of such Units on the
Partnership books maintained by the general partner of the
Partnership and to become a substituted limited partner and to
receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units and as a Limited Partner of
the Partnership, all in accordance with the terms of the Offer.
Such power of attorney and proxy shall be considered coupled with
an interest in the tendered Units and are irrevocable. When the
Units tendered hereby are accepted for payment pursuant to the
Offer, all prior proxies and powers given by the undersigned with
respect to the Units will, without further action, be revoked,
and no subsequent proxies or powers may be given, and if given
will not be effective. The Purchaser, its general partner and
any designee of the Purchaser will, with respect to the Units, be
empowered to exercise all voting and other rights of the
undersigned as they, in their sole discretion, may deem proper,
whether at any meeting of the Partnership's Limited Partners, by
written consent or otherwise. The foregoing proxy and power may
be exercised by the Purchaser or any of the other persons
referred to above acting alone.

In addition to and without limiting the generality of the
foregoing, the undersigned hereby irrevocably (a) appoints, any
person nominated by the Purchaser, or any designee thereof (the
"Agent"), as the undersigned's attorney-in-fact, with an
irrevocable instruction to the Agent to execute all or any
instruments of transfer and/or other documents in the Agent's
discretion in relation to the Units tendered hereby and to make
all elections and do all such other acts and things as may in the
opinion of the Agent be necessary or expedient for the purpose

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<PAGE>

of, or in connection with, the undersigned's acceptance of the
Offer and to vest in the Purchaser, or as it may direct, those
Units (or, if proration of tendered Units is required as
described in Section 1 of the Offer to Purchase, such of those
Units as are purchased by the Purchaser); (b) authorizes and
requests the Partnership and its general partner to take any and
all acts as may be required to effect the transfer of the
undersigned's Units (or, if proration of tendered Units is
required as described in Section 1 of the Offer to Purchase, such
of those Units as are purchased by the Purchaser) to the
Purchaser or the Purchaser's nominee and admit the Purchaser as a
substitute Limited Partner in the Partnership; (c) assigns to the
Purchaser and its assigns all of the right, title and interest of
the undersigned in and to any and all distributions made by the
Partnership from and after the expiration of the Offer in respect
of the Units tendered by the Limited Partner (or, if proration is
required, as described in Section 1 of the Offer to Purchase,
such of those Units as are purchased by the Purchaser); and (d)
agrees not to exercise any rights pertaining to the Units without
the prior consent of the Purchaser.

The undersigned hereby represents and warrants for the benefit of
the Partnership and the Purchaser that the undersigned owns the
Units tendered hereby and has full power and authority to validly
tender, sell, assign and transfer the Units tendered hereby and
that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and such Units will not
be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all
applicable laws and regulations. The undersigned further represents
and warrants that the undersigned is a "United States person," as
defined in Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), or if the
undersigned is not a United States person, the undersigned does not
own beneficially or of record more than 5 per cent of the
outstanding Units. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the assignment,
transfer and purchase of Units tendered hereby and otherwise in
order to complete the transactions, transfers and admissions to the
Partnership contemplated herein.

The undersigned understands that a tender of Units pursuant to
the procedures described in Section 3 of the Offer to Purchase
and in the Instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the

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<PAGE>

terms and subject to the conditions of the Offer. All authority
herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.

SIGN HERE TO TENDER YOUR UNITS
PLEASE BE SURE TO COMPLETE ALL APPLICABLE BLANKS

By executing this document in the space provided below, the
undersigned Limited Partner (or authorized person signing on
behalf of the registered Limited Partner) hereby: (i) evidences
his agreement to and acceptance of all of the terms, provisions
and matters set forth in this Assignment of Partnership Interest
and in the Offer; and (ii) tenders the number of Units specified
below pursuant to the terms of the Offer. The undersigned hereby
acknowledges and certifies, under penalty of perjury, to all of the
foregoing and that the information and representations set forth
below and provided in Boxes A and B of this Assignment of
Partnership Interest, which have been duly completed by the
undersigned, are true and correct as of the date hereof.

X______________________ Address:_____________________________
X______________________ _____________________________________
Signature(s) of (Include Zip Code)
Limited Partners

(Must be signed by registered Limited Partner(s) exactly as
name(s) appear(s) in the Certificate(s) or in the Partnership's
records. If signature is by an officer of a corporation,
attorney-in-fact, agent, executor, administrator, trustee,
guardian or other person(s) acting in fiduciary or representative
capacity, please complete the line captioned "Capacity (Full
Title)" and see Instruction 5.)

(The address provided above must be the REGISTERED address of the
Limited Partner, or else a signature guarantee is required below.
See Instructions 1 and 6.)

Date:____________________________________

In addition to signing your name(s) above, PLEASE PRINT YOUR NAME(S)
in the following space:________________________________________

Capacity (Full Title): ________________________________________
Area Code and Telephone Number ________________________________
Total Number of Units Owned:_____
Number of Units Tendered:_____
(See Instruction 4.)

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<PAGE>

GUARANTEE OF SIGNATURE(S)

(If Required--See Instructions 1 and 5)

Authorized Signature:__________________________________________

Name of Firm:__________________________________________________

Name:__________________________________________________________

Address:_______________________________________________________

Date:__________________________________________________________

Area Code and Tel. No.:________________________________________

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<PAGE>

STATEMENT OF DESTROYED, LOST OR STOLEN CERTIFICATE(S)
(IF REQUIRED - SEE INSTRUCTION NO. 11)
TO BE COMPLETED ONLY IF YOU CANNOT LOCATE YOUR CERTIFICATES

NAME & ADDRESS ________________________________________________

CITY/STATE/ZIP _______________________________________________

NUMBER OF UNITS OWNED ________

The undersigned person(s) hereby represents, warrants,
acknowledges and agrees under penalty of perjury as follows:

I am the lawful owner of Certificate(s) representing the
number of Units referred to above. The Certificate(s) has not
been endorsed, cashed, negotiated, transferred, assigned, or
otherwise disposed of. I have made a diligent search for the
Certificate(s) and have been unable to find it, and make this
Statement to the Purchaser, the Partnership, the general partner
thereof and the transfer agent contemplated under the
Partnership's partnership agreement (the "Transfer Agent") for
the purpose of inducing the acceptance of tender of the
Certificate(s) without surrender of the Certificate(s), and
hereby agree to surrender the Certificate(s) for cancellation
should I at any time find the Certificate(s). I, in
consideration of the proceeds of tendering the Units and the
Certificate(s), agree to completely indemnify, protect and save
harmless the Purchaser, the Partnership, the general partner
thereof, the Transfer Agent, the Depositary, and each of their
respective agents and affiliates, and any other party to the
transaction (collectively, the "Obligees"), from and against all
loss, costs and damages, including, without limitation, court
costs and attorneys' fees, which they may be subject to or liable
for in respect of the cancellation and replacement of the
Certificate(s), and the distribution of the proceeds of the
Certificate(s). The rights accruing to the Obligees under the
preceding sentences shall not be limited by the negligence,
inadvertence, accident, oversight or their failure to inquire
into, contest, or litigate any claim, whenever such negligence,
inadvertence, accident, oversight, breach or failure may occur or
have occurred.

Signed and delivered this _____ day of _________, 1995.

X________________________________________

X________________________________________
Signature(s) of Limited Partners

(Must be signed by registered Limited Partner(s) exactly as name(s)
appear(s) in the Certificate(s) or in the Partnership's records. If
signature is by an officer of a corporation, attorney-in-fact, agent,
executor, administrator, trustee, guardian or other person(s) acting
in fiduciary or representative capacity, please complete the line
captioned "Capacity (Full Title)" and see Instruction 5.)

Date:__________________________

In addition to signing your name(s) above,
PLEASE PRINT YOUR NAME(S) in the
following space:__________________________________________

Capacity (Full Title):_____________________________________

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<PAGE>

IMPORTANT!

Limited Partners must also complete both BOX A and BOX B below.

BOX A

SUBSTITUTE
Form W-9

Department of the Treasury Internal Revenue Service

Payer's request for Taxpayer Identification Number (TIN)

PART 1 - (a) NAME

(If joint names, list first and circle the name of the person or
entity whose number you enter in Part 2 below). (See Guidelines
if your name has changed.)

(b) Business name (Sole Proprietors see Guidelines.)

/ / Individual/Sole Proprietor

/ / Corporation / / Partnership / / Other

(d) Address (Number, Street, Apt. or Suite No., City, State
and Zip Code).

PART 2 - PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE BELOW
AND CERTIFY BY SIGNING AND DATING BELOW.

____________________________
Social Security Number

____________________________
Employer Identification Number

For Payees Exempt From Backup Withholding (See Part II of
Guidelines) __________________________________________

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<PAGE>

PART 3 - CERTIFICATION

Under penalties of perjury, I certify that:

(a) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number
to be issued to me) and

(b) I am not subject to backup withholding because (i) I
am exempt from backup withholding, (ii) I have not
been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or (iii) the IRS has notified me that I
am no longer subject to backup withholding.

Awaiting TIN / /

Certification Instructions - You must cross out item (b) in Part
3 above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting
interest or dividends on your tax return.

SIGNATURE: ___________________________ DATE: __________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
(To be completed only if the box in Part 3 above is checked)

I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (a) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office, or (b) I intend
to mail or deliver an application in the near future. I
understand that (i) if I do not provide a taxpayer identification
number within seven days after the Depositary receives my
Awaiting TIN Certification, backup withholding, if applicable,
will begin and continue until I furnish my taxpayer
identification number, and (ii) if within sixty days the

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<PAGE>

Depositary receives my taxpayer identification number on a new
IRS Form W-9 or Substitute Form W-9, the Depositary will return
amounts withheld through the date such IRS Form W-9 or Substitute
Form W-9 is received.

__________________________________ __________________________
Signature Date

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<PAGE>

BOX B

FIRPTA AFFIDAVIT - CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a
transferee of a U.S. real property interest must withhold tax if
the transferor is a foreign person. To inform the transferee
that withholding of tax is not required upon this disposition of
a U.S. real property interest, the undersigned hereby certifies
the following on behalf of the tendering Limited Partner named
below:

1. The Limited Partner, if an individual, is not a
nonresident alien for purposes of U.S. income taxation,
and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

2. The name of the Limited Partner is
__________________________________________________;

3. The Limited Partner's Social Security Number (for
individuals) or Employer Identification Number (for
non-individuals) is ____________________; and

4. The Limited Partner's home address (in the case of an
individual) or office address (in the case of an
entity) is
___________________________________________________.

I understand that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false
statement I have made here could be punished by fine,
imprisonment, or both.

Under penalties of perjury I declare that I have examined
this certification and to the best of my knowledge and belief it
is true, correct and complete, and if the Limited Partner is not
an individual, I further declare that I have authority to sign
this document on behalf of the Limited Partner.

________________________________________ ______________________
Signature Date

Title: ________________________________________

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<PAGE>

INSTRUCTIONS
TO
ASSIGNMENT OF PARTNERSHIP INTEREST
FOR
MCNEIL REAL ESTATE FUND X, LTD.

FORMING PART OF TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. If the Assignment of
Partnership Interest is signed by the registered holder of the
Units and payment is to be made directly to that holder at that
holder's registered address, then no signature guarantee is
required on the Assignment of Partnership Interest. Similarly,
if the Units are tendered for the account of a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust
company having an office, branch or agency in the United States,
which is a participant in the Security Transfer Agent Medallion
Program (each an "Eligible Institution"), no signature guarantee
is required on the Assignment of Partnership Interest. However,
in all other cases, all signatures on the Assignment of
Partnership Interest must be guaranteed by an Eligible
Institution.

2. DELIVERY OF ASSIGNMENT OF PARTNERSHIP INTEREST AND
CERTIFICATES. The Assignment of Partnership Interest is to be
completed by all Limited Partners who wish to tender Units in
response to the Offer. For a Limited Partner validly to tender
Units, a properly completed and duly executed Assignment of
Partnership Interest (or a facsimile thereof), along with ANY AND
ALL CERTIFICATES, any required signature guarantees and any other
required documents, must be received by the Depositary at one of
its addresses set forth herein on or prior to the Expiration Date
(as defined in the Offer to Purchase).

THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP
INTEREST, CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be
accepted, and no fractional Units will be purchased (except from
a Limited Partner who is tendering all of the Units owned by that
Limited Partner). All tendering Limited Partners, by execution

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<PAGE>

of the Assignment of Partnership Interest (or facsimile thereof),
waive any right to receive any notice of the acceptance of their
Units for payment.

3. INADEQUATE SPACE. If the space provided herein is
inadequate, additional information may be provided on a separate
signed schedule attached hereto.

4. MINIMUM TENDERS/PARTIAL TENDERS. In order for a
tender to be valid, a Limited Partner must satisfy the Minimum
Units Requirements (as defined in the second paragraph of the
Offer to Purchase).

If fewer than all the Units evidenced by any Certificate
submitted are to be purchased, new Certificate(s) for the remainder of
the Units that were evidenced by your old Certificate(s) will be
sent to you, at the address set forth above, as soon as
practicable after the expiration of the Offer. All Units
represented by Certificates which are listed above and delivered
to the Depositary will be deemed to have been tendered unless
otherwise indicated.

5. SIGNATURES ON ASSIGNMENT OF PARTNERSHIP INTEREST. If
the Assignment of Partnership Interest is signed by the
registered holder(s) of the Units tendered hereby, the
signature(s) must correspond exactly with the name(s) as shown on
the records of the Partnership without alteration, enlargement or
any change whatsoever.

If any of the Units tendered hereby are held of record by
two or more joint holders, all such holders must sign the
Assignment of Partnership Interest.

If the Assignment of Partnership is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, agents,
officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when
signing, and proper evidence satisfactory to the Depositary of
their authority so to act must be submitted.

6. SPECIAL DELIVERY INSTRUCTIONS. If a check or new
Certificate (see Instruction 4) is to be sent to an address other
than the registered address, signature guarantees are required.
See Instruction 1.

7. WAIVER OF CONDITIONS. The Purchaser expressly
reserves the absolute right, in its sole discretion, to waive any

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<PAGE>

of the specified conditions of the Offer, in whole or in part, in
the case of any Units tendered.

8. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions or requests for assistance may be directed to the
Information Agent, D.F. King & Co., Inc., at (212) 269-5550
(Collect) or toll free, at (800) 628-8538. Copies of the Offer
to Purchase and the Assignment of Partnership Interest may be
obtained from the Information Agent.

9. SUBSTITUTE FORM W-9. Each tendering Limited Partner
is required to provide the Depositary with a correct taxpayer
identification number ("TIN"), generally the Limited Partner's
social security or federal employer identification number, on
Substitute Form W-9, which is provided above. You must cross out
item (b) in the Certification box on Substitute Form W-9 if you
are subject to backup withholding. Failure to provide the
information on the form may subject the tendering Limited Partner
to 31 percent federal income tax withholding on the payments made
to the Limited Partner or other payee with respect to Units
purchased pursuant to the Offer. The box in Part 3 of the form
may be checked if the tendering Limited Partner has not been
issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future. If the box in Part 3 is checked, backup
withholding, if applicable, will begin 7 days after the
Depositary receives an Awaiting TIN Certification and will
continue until you furnish your TIN. If within 60 days the
Depositary receives your TIN on a new IRS Form W-9 or copy of the
Substitute Form W-9 provided above, the Depositary will return
amounts withheld through the date such IRS Form W-9 or Substitute
Form W-9 is received.

10. FIRPTA AFFIDAVIT. To avoid potential withholding of
tax pursuant to Section 1445 of the Internal Revenue Code in an
amount equal to 10 per cent of the purchase price for Units
purchased pursuant to the Offer, plus the amount of any
liabilities of the Partnership allocable to such Units, each
Limited Partner who or which is a United States person must
complete the FIRPTA Affidavit contained in the Assignment of
Partnership Interest stating, under penalties of perjury, such
Limited Partner's TIN and address, and that such Limited Partner
is not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding
results in an overpayment of tax, a refund may be obtained from
the IRS.

11. STATEMENT OF DESTROYED, LOST OR STOLEN CERTIFICATE(S).
The Statement of Destroyed, Lost or Stolen Certificate(s) (the
"Statememt") has been prepared by the Purchaser without
consultation with the Partnership or its general partner.
Accordingly, there can be no assurance that the Statement will be
acceptable to the Partnership. In the event that the Statement is
rejected by the Partnership, the Purchaser reserves the right to
reject and not pay for any applicable Units. As a result, Limited
Partners who are unable to locate their Certificates may desire
to contact the Partnership directly in order to obtain
replacement Certificates or otherwise comply with such procedures
as may have been adopted by the Partnership. If you unable to
locate your Certificates then, subject to the foregoing, you may
complete and sign the Statement

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<PAGE>

set forth in the Assignment of Partnership Interest.

IMPORTANT: THE ASSIGNMENT OF PARTNERSHIP INTEREST OR
FACSIMILE COPY THEREOF (TOGETHER WITH THE CERTIFICATES AND ALL OTHER
REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR
PRIOR TO THE EXPIRATION DATE. IF YOU HAVE ANY QUESTIONS OR NEED
ASSISTANCE COMPLETING THE ASSIGNMENT OF PARTNERSHIP INTEREST,
PLEASE CALL THE INFORMATION AGENT, D.F. KING & CO., INC., AT
(212) 269-5550 (COLLECT) OR TOLL FREE, AT (800) 628-8538.

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<PAGE>

IMPORTANT TAX INFORMATION

Under federal income tax law, in order to prevent backup
withholding on amounts payable to a Limited Partner whose
tendered Units are accepted for payment, such Limited Partner is
required to provide the Depositary with such Limited Partner's
correct TIN on Substitute Form W-9 above or otherwise establish a
basis for exemption from backup withholding. If such Limited
Partner is an individual, the TIN is his or her social security
number. If the Depositary is not provided with the correct TIN,
the Limited Partner or other payee may be subject to penalties
imposed by the Internal Revenue Service. In addition, payments
that are made to such Limited Partner or other payee with respect
to Units purchased pursuant to the Offer may be subject to backup
withholding.

Certain Limited Partners (including, among others, all
corporations and certain foreign persons) are not subject to
these backup withholding and reporting requirements. Exempt
Limited Partners should indicate their exempt status on
Substitute Form W-9. In order for a foreign person to qualify as
an exempt recipient, that Limited Partner must submit to the
Depositary a properly completed Internal Revenue Service Form W-
8, signed under penalties of perjury, attesting to that Limited
Partner's exempt status. A Form W-8 can be obtained from the
Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

If backup withholding applies, the Depositary is required to
withhold 31 percent of any reportable payments made to the
Limited Partner or other payee. Backup withholding is not an
additional tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue
Service.

PLEASE NOTE THAT A TENDERING BENEFICIAL OWNER OF UNITS WHOSE
UNITS ARE OWNED OF RECORD BY AN INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER QUALIFIED PLAN WILL NOT RECEIVE DIRECT PAYMENT OF THE
PURCHASE PRICE; RATHER, PAYMENT WILL BE MADE TO THE CUSTODIAN OF
SUCH ACCOUNT OR PLAN.

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<PAGE>

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments made to a Limited
Partner or other payee with respect to Units purchased pursuant
to the Offer, the Limited Partner is required to notify the
Depositary of the Limited Partner's correct TIN by completing the
Substitute Form W-9 provided above, and to certify (i) that the
TIN provided on Substitute Form W-9 is correct (or that such
Limited Partner is awaiting a TIN) and (ii) that the Limited
Partner either (A) is exempt from backup withholding, (B) has not
been notified by the Internal Revenue Service that the Limited
Partner is subject to backup withholding as a result of a failure
to report all interest or dividends or (C) has been notified by
the Internal Revenue Service that the Limited Partner is no
longer subject to backup withholding. Failure to provide the
information requested on such Form or to make the certification
requested may subject the tendering Limited Partner to 31 per
cent federal income tax withholding on payments received by such
Limited Partner (or other payee) with respect to Units that are
accepted for payment pursuant to the Offer.

WHAT NUMBER TO GIVE THE DEPOSITARY

The Limited Partner is required to give the Depositary the
TIN (e.g., social security number or employer identification
number) of the record owner of the Units. If the Units are held
in more than one name or are not held in the name of the actual
owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.

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<PAGE>

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Section references are to
the Internal Revenue Code of 1986, as amended.

PURPOSE OF SUBSTITUTE FORM W-9

The Purchaser is required to file an information return with the
IRS and, consequently, must get your correct TIN to report income
paid to you. Use Substitute Form W-9 to give your correct TIN to
the Depositary and, when applicable, (1) to certify the TIN you
are giving is correct (or you are waiting for a number to be
issued), (2) to certify you are not subject to backup
withholding, or (3) to claim exemption from backup withholding if
you are an exempt payee. Giving your correct TIN and making the
appropriate certifications will prevent certain payments from
being subject to backup withholding.

WHAT IS BACKUP WITHHOLDING?

Under certain conditions, the Purchaser or the Depositary must
withhold and pay to the IRS 31 per cent of payments made to you
pursuant to the Offer. This is called "backup withholding."
Payments that could be subject to backup withholding include
interest, dividends, broker and barter exchange transactions,
rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject
to backup withholding.

If you give the Depositary your correct TIN, make the proper
certifications, and report all your taxable interest and
dividends on your tax return, your payments will not be subject
to backup withholding. Payments you receive will be subject to
backup withholding if:

1. You do not furnish your TIN to the Depositary, or

2. The IRS tells the Purchaser that you furnished an
incorrect TIN, or

3. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or

4. You do not certify to the Depositary that you are not
subject to backup withholding under 3 above (for

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<PAGE>

reportable interest and dividend accounts opened after 1983
only), or

5. You do not certify your TIN. See the Part III
instructions below for exceptions.

Certain payees and payments are exempt from backup withholding
and information reporting. See the Part II instructions below.

HOW TO GET A TIN.

If you do not have a TIN, apply for one immediately. To apply,
get Form SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer
Identification Number (for businesses and all other entities),
from your local IRS office.

If you do not have a TIN, write "Applied For" in the space for
the TIN in Part 2 of Substitute Form W-9, complete the
certification, sign and date the form (an "Awaiting TIN
Certification"), and give it to the Depositary. Backup
withholding, if applicable, will begin 7 days after the
Depositary receives an Awaiting TIN Certification and will
continue until you furnish your TIN. If within 60 days the
Depositary receives your TIN on a new IRS Form W-9 or copy of the
Substitute Form W-9 provided herewith, the Depositary will return
amounts withheld through the date such IRS Form W-9 or Substitute
Form W-9 is received.

NOTE: Writing "Applied For" on the form means that you have
already applied for a TIN OR that you intend to apply for one
soon.

As soon as you receive your TIN, complete another Form W-9,
include your TIN, sign and date the form and give it to the
Depositary.

PENALTIES

FAILURE TO FURNISH TIN.
If you fail to furnish your correct TIN to the Depositary,
you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not due
to willful neglect.

CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.

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<PAGE>

If you make a false statement with no reasonable basis that
results in no backup withholding, you are subject to a $500
penalty.

CRIMINAL PENALTY FOR FALSIFYING INFORMATION.
Willfully falsifying certifications or affirmations may
subject you to criminal penalties including fines and/or
imprisonment.

MISUSE OF TINs.
If either the Depositary or the Purchaser discloses or uses
TINs in violation of Federal law, the Depositary or the
Purchaser, as the case may be, may be subject to civil and
criminal penalties.

SPECIFIC INSTRUCTIONS

NAME.
If you are an individual, you must generally enter the name
shown on your social security card. However, if you have
changed your last name, for instance, due to marriage,
without informing the Social Security Administration of the
name change, please enter your first name, the last name
shown on your social security card, and your new last name.

SOLE PROPRIETOR.
You must enter your individual name. (Enter either your SSN
or EIN in Part 2.) You may also enter your business name or
"doing business as" name on the business name line. Enter
your name as shown on your social security card and business
name as it was used to apply for your EIN on Form SS-4.

PART I -- TAXPAYER IDENTIFICATION NUMBER (TIN)

If you are a sole proprietor, you may enter your SSN or EIN.
Also see the chart below for further clarification of name and
TIN combinations. If you do not have a TIN, follow the
instructions under "HOW TO GET A TIN" above.

PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup
withholding. Enter your correct TIN and write "Exempt" in Part
2, and sign and date the form.

The following is a list of payees exempt from backup withholding
and for which no information reporting is required. For interest
and dividends, all listed payees are exempt except item (9). For

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<PAGE>

broker transactions, listed payees (1) through (13), and a person
registered under the Investment Advisors Act of 1940 who
regularly acts as a broker are exempt. Payments subject to
reporting under sections 6041 and 6041A are generally exempt from
backup withholding only if made to payees described in items (1)
through (7), except that a corporation that provides medical and
health care services or bills and collects payments for such
services is not exempt from backup withholding or information
reporting.

Only payees described in items (2) through (6) are exempt from
backup withholding for barter exchange transactions, patronage
dividends, and payments by certain fishing boat operators.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an
individual retirement plan (IRA), or a custodial account under
section 403(b)(7).

(3) The United States or any of its agencies or
instrumentalities.

(4) A State, the District of Columbia, a possession of the
United States, or any of their political subdivisions or
instrumentalities.

(5) A foreign government or any of its political subdivisions,
agencies or instrumentalities.

(6) An international organization or any of its agencies or
instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register
in the U.S. or a possession of the U.S.

(9) A futures commission merchant registered with the Commodity
Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under
the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

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<PAGE>

(13) A financial institution.

(14) A middleman known in the investment community as a nominee
or listed in the most recent publication of the American Society
of Corporate Secretaries, Inc., Nominee List.

(15) A trust exempt from tax under section 664 or described in
section 4947.

Payments of dividends and patronage dividends generally not
subject to backup withholding also include the following:

* Payments to nonresident aliens subject to
withholding under section 1441.

* Payments to partnerships not engaged in a
trade or business in the U.S. and that have at least
one nonresident partner.

If you are a nonresident alien or a foreign entity not subject to
backup withholding, give the Depositary a completed Form W-8
Certificate of Foreign Status.

PART III--CERTIFICATION

For a joint account, only the person whose TIN is shown in Part 2
should sign.

PRIVACY ACT NOTICE

Section 6109 requires you to give your correct TIN to persons who
must file information returns with the IRS to report interest,
dividends, and certain other income, paid to you, mortgage
interest you paid, the acquisition or abandonment of secured
property, cancellation of debt, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to
help verify the accuracy of your tax return. You must provide
your TIN whether or not you are required to file a tax return.
Payers must generally withhold 31 per cent of taxable interest,
dividend, and certain other payments to a payee who does not give
a TIN to a payer. Certain penalties may also apply.

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<PAGE>

WHAT NAME AND NUMBER TO GIVE THE DEPOSITARY

FOR THIS TYPE OF ACCOUNT GIVE NAME AND SSN OF:
------------------------ ---------------------

1. Individual The individual

2. Two or more individuals The actual owner of the
(joint account) account or, if combined funds, the
first individual on the account(1)

3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)

4. a. The usual revocable savings The grantor-trustee(1)
trust (grantor is also
trustee)

b. So-called trust account that The actual owner(1)
is not a legal or valid
trust under state law

FOR THIS TYPE OF ACCOUNT GIVE NAME AND EIN OF:
------------------------ ---------------------

5. Sole proprietorship The owner(3)

6. A valid trust, estate, Legal entity(4)
or pension trust

7. Corporate The corporation

8. Association, club, religious, The organization
charitable, educational, or
other tax-exempt organization

9. Partnership The partnership

10. A broker or registered nominee The broker or nominee

11. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state
or local government, school
district, or prison) that
receives agricultural program
payments

-6-

<PAGE>

1. List first and circle the name of the person whose number you
furnish.

2. Circle the minor's name and furnish the minor's SSN.

3. You must show your individual name, but you may also enter
your business or "doing business as" name. You may use
either your SSN or EIN.

4. List first and circle the name of the legal trust, estate, or
pension trust. (Do not furnish the TIN of the personal
representative or trustee unless the legal entity itself is
not designated in the account title.)

NOTE: If no name is circled when more than one name is listed,
the number will be considered to be that of the first name
listed.

-7-

FOR IMMMEDIATE RELEASE
Contact: Tina Sims
(212) 921-3355

AMENDED TENDER OFFER

August 8, 1995 -- High River Limited Partnership, a Delaware
limited partnership controlled by Carl C. Icahn, announced today that
it is amending the purchase price of its tender offer for up to 60,791
units of McNeil Estate Fund X, Ltd., to $72 per unit.

The Offer is not subject to financing.