BALCOR REALTY INVESTORS 83, SC 14D1, 1995-11-16

BALCOR REALTY INVESTORS 83
SC 14D1, 1995-11-16
OPERATORS OF NONRESIDENTIAL BUILDINGS

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<PAGE> 1
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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

Balcor Realty Investors - 83
(Name of Subject Company)

Walton Street Capital Acquisition Co., L.L.C.
(Bidder)

LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)

NONE
(CUSIP Number of Class of Securities)

Edward J. Schneidman
John R. Sagan
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600

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

CALCULATION OF FILING FEE

================================================================================
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$4,590,272 $918
================================================================================

* For purposes of calculating the filing fee only. This amount assumes the
purchase of 33,752 Limited Partnership Interests ("Interests") of the
subject company at $136.00 in cash per Interest.

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

Amount Previously Paid:

Form or Registration Number:

Filing Party:

Date Filed:
================================================================================
Page 1 of 50 Pages
Exhibit Index is located on Page 6
<PAGE> 2
CUSIP No.: None 14D-1 Page 2 of 50 Pages

1. Name of Reporting Person: Walton Street Capital Acquisition Co., L.L.C.
S.S. or I.R.S. Identification Nos. of Above Person: 36-4048971
________________________________________________________________________________

2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [ ]
________________________________________________________________________________

3. SEC Use Only:
________________________________________________________________________________

4. Sources of Funds: OO
________________________________________________________________________________

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f): [ ]
________________________________________________________________________________

6. Citizenship or Place of Organization: Delaware
________________________________________________________________________________

7. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 Interests
________________________________________________________________________________

8. Check if the Aggregate in Row (7) Excludes Certain Shares: [ ]
________________________________________________________________________________

9. Percent of Class Represented by Amount in Row (7): 0.0%
________________________________________________________________________________

10. Type of Reporting Person: OO
________________________________________________________________________________

2
<PAGE> 3
ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject partnership is Balcor Realty Investors - 83,
an Illinois limited partnership (the "Partnership"), which has its principal
executive offices at 2355 Waukegan Road, Bannockburn, Illinois 60015.
Capitalized terms used in this Schedule 14D-1 and not defined herein shall have
the meanings set forth in the Offer to Purchase dated November 16, 1995 (the
"Offer to Purchase").

(b) The information set forth in the "Introduction" of the Offer to
Purchase is incorporated herein by reference.

(c) The information set forth in "Purpose and Effects of the Offer --
Effect on Trading Market and Price Range of the Interests" of the Offer to
Purchase is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) and (g) The information set forth in "Introduction" and "Certain
Information Concerning the Purchaser" of the Offer to Purchase is incorporated
herein by reference.

(e) and (f) During the last five years, neither Walton Street Capital
Acquisition Co., L.L.C. (the "Purchaser"), nor Neil Bluhm, Ira Schulman,
William Abrams and Jeffrey Quicksilver, the managers of the Purchaser (each, a
"Manager") nor, to the best of their knowledge, any of the individuals listed
in "Certain Information Concerning the Purchaser" of the Offer to Purchase has
(i) been convicted in a criminal proceeding or (ii) 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 finding any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)-(b) The information set forth in "Certain Information Concerning the
Purchaser" and "Background of the Offer" of the Offer to Purchase is
incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in "Source and Amount of Funds" of the
Offer to Purchase is incorporated herein by reference.

(b)-(c) None.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(g) The information set forth in "Purpose and Effects of the Offer"
and "Future Plans" of the Offer to Purchase is incorporated herein by
reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) None.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.

None.

3
<PAGE> 4
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in "Certain Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in Schedule I to the Offer to Purchase is
incorporated herein by reference. The financial statements set forth in
Schedule I are unaudited.

This incorporation by reference herein of the above referenced financial
information does not constitute an admission that such information is material
to a decision by a Limited Partner whether to sell, tender or hold Interests
being sought in this tender offer.

ITEM 10. ADDITIONAL INFORMATION.

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

(b)-(d) The information set forth in "Certain Legal Matters" of the Offer
to Purchase is incorporated herein by reference.

(e) None.

(f) Reference is hereby made to the Offer to Purchase and the related
Letter of Acceptance, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, and which are incorporated herein in their entirety
by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

99.(a)(1) Offer to Purchase dated November 16, 1995.

99.(a)(2) Form of Letter of Acceptance.

99.(a)(3) Letter to Limited Partners dated November 16, 1995.

99.(a)(4) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.

99.(a)(5) Form of Summary Advertisement.

99.(a)(6) Form of Press Release.

99.(b) None.

99.(c)-(d) None.

99.(e)-(f) Not Applicable.

4
<PAGE> 5
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: November 16, 1995. WALTON STREET CAPITAL ACQUISITION
CO., L.L.C.

By: /s/ NEIL BLUHM
------------------------------------
Neil Bluhm
Manager

By: /s/ IRA SCHULMAN
------------------------------------
Ira Schulman
Manager

By: /s/ WILLIAM ABRAMS
------------------------------------
William Abrams
Manager

By: /s/ JEFFREY QUICKSILVER
------------------------------------
Jeffrey Quicksilver
Manager
<PAGE> 6
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.(a)(1) Offer to Purchase dated November 16, 1995 . . . . . . . . . . . . . . . . . . . . . .
99.(a)(2) Form of Letter of Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(a)(3) Letter to Limited Partners dated November 16, 1995 . . . . . . . . . . . . . . . . .
99.(a)(4) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
99.(a)(5) Form of Summary Advertisement . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(a)(6) Form of Press Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(b) None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(c) None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(d) None . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(e) Not applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.(f) Not applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

<PAGE> 1
EXHIBIT 99.(a)(1)

Offer to Purchase for Cash
Up To 33,752 Limited Partnership Interests

of
BALCOR REALTY INVESTORS - 83
at
$136 NET PER LIMITED PARTNERSHIP INTEREST
by
WALTON STREET CAPITAL ACQUISITION CO., L.L.C.

THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN STANDARD TIME, ON DECEMBER 15, 1995, UNLESS THE OFFER IS
EXTENDED.

Walton Street Capital Acquisition Co., L.L.C., a Delaware limited
liability company (the "Purchaser"), hereby offers to purchase up to 45% of the
outstanding Limited Partnership Interests (the "Interests") of Balcor Realty
Investors - 83, an Illinois limited partnership (the "Partnership"),
outstanding as of the Expiration Date (as defined below in "The Offer--1.
Terms of the Offer"), at a purchase price of $136 per Interest, net to the
seller in cash (the "Purchase Price"), without interest, upon the terms and
subject to the conditions set forth in this Offer to Purchase (the "Offer to
Purchase") and in the related Letter of Acceptance (as defined below), as each
may be supplemented or amended from time to time (which together constitute the
"Offer"). The Purchaser will pay any transfer fees charged by the Partnership
in connection with transferring ownership of Interests pursuant to the Offer.
The Purchase Price will be reduced by the amount per Interest of any
distribution made by the Partnership after November 13, 1995 and prior to the
Expiration Date. The 45% of the Interests sought pursuant to the Offer
represent, to the best knowledge of the Purchaser, approximately 33,752 of the
Interests outstanding as of the date of this Offer.

THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF
INTERESTS BEING TENDERED. IF AS OF THE EXPIRATION DATE, MORE THAN 33,752
INTERESTS ARE VALIDLY TENDERED AND NOT WITHDRAWN, THE PURCHASER WILL ONLY
ACCEPT FOR PURCHASE ON A PRO RATA BASIS 33,752 INTERESTS, SUBJECT TO THE TERMS
AND CONDITIONS HEREIN. SEE "THE OFFER--14. CONDITIONS OF THE OFFER." A
LIMITED PARTNER MAY TENDER ANY OR ALL INTERESTS OWNED BY SUCH LIMITED PARTNER,
HOWEVER TENDERS OF FRACTIONAL INTERESTS WILL NOT BE ACCEPTED.

IMPORTANT

Any (i) owner of record of Interests (a "Limited Partner"), (ii)
beneficial owner, in the case of Interests owned by Individual Retirement
Accounts or qualified plans, (a "Beneficial Owner"), or (iii) person who has
purchased Interests but has not yet been reflected as a Limited Partner on the
books and records of the Partnership (an "Assignee"), desiring to tender any or
all of such person's Interests should either (1) complete and sign the Letter
of Acceptance, or a facsimile copy thereof, in accordance with the instructions
in the Letter of Acceptance and mail or deliver the Letter of Acceptance (or
facsimile thereof) and any other required documents to The Herman Group, Inc.
(the "Information Agent/Depositary"), at the address or facsimile number set
forth on the back cover of this Offer to Purchase or (2) request his or her
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for him or her. Unless the context requires otherwise, references
to Limited Partners in this Offer to Purchase shall be deemed to also refer to
Beneficial Owners and Assignees. Questions or requests for assistance may be
directed to the Information Agent/Depositary at the address and telephone
number set forth on the back cover of this Offer to Purchase. Requests for
additional copies of this Offer to Purchase, the Letter of Acceptance and other
related documents may be directed to the Information Agent/Depositary.

November 16, 1995
<PAGE> 2
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE LETTER OF ACCEPTANCE. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

EACH LIMITED PARTNER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO
PURCHASE, THE LETTER OF ACCEPTANCE AND RELATED DOCUMENTS.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1. Terms of the Offer; Number of Interests; Proration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Acceptance for Payment and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. Procedures for Tendering Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Extension of Tender Period; Termination; Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7. Purpose and Effects of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8. Future Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9. Certain Information Concerning the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10. Certain Information Concerning the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
11. Background of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12. Determination of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
13. Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
14. Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
15. Certain Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
16. Certain Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Schedule I -- Financial Statements of the Purchaser and Lambal Investors, L.P. . . . . . . . . . . . . . . . . . . . I-1
</TABLE>
<PAGE> 3
To the Holders of Limited Partnership Interests of
Balcor Realty Investors - 83:

INTRODUCTION

Walton Street Capital Acquisition Co., L.L.C., a Delaware limited
liability company (the "Purchaser"), hereby offers to purchase up to 45% of the
outstanding Interests of Balcor Realty Investors - 83 (the "Partnership"),
issued pursuant to the Amended and Restated Agreement of Limited Partnership
dated as of December 9, 1982 as amended (the "Partnership Agreement") and
outstanding as of the Expiration Date (as defined in "The Offer--1. Terms of
the Offer; Number of Interests; Proration,") at $136 per Interest (the
"Purchase Price"), net to the seller in cash without interest thereon, upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Letter of Acceptance (the "Letter of Acceptance," as each may be
supplemented or amended from time to time, which together constitute the
"Offer"). The Purchaser will pay any transfer fees charged by the Partnership
in connection with transferring ownership of Interests pursuant to the Offer.
The Purchase Price will be reduced by the amount of any distribution made by
the Partnership after November 13, 1995 and prior to the Expiration Date. The
Offer is not conditioned upon a minimum number of Interests being tendered.

The Offer provides Limited Partners with an opportunity to sell their
Interests at $136 per Interest without the usual transaction costs associated
with market sales. The Purchaser is making this Offer because it believes that
the Interests represent an attractive investment at the price offered. There
can be no assurance, however, that the Purchaser's judgment is correct, and
ownership of Interests (either by the Purchaser or Limited Partners who retain
their Interests) will remain a speculative investment.

Factors to be considered by Limited Partners. In considering the
Offer, Limited Partners should consider the following factors:

* PURCHASE PRICE DOES NOT REPRESENT LIQUIDATION VALUE. Although
the Purchaser cannot predict the future value of the
Partnership's assets on a per Interest basis, the Purchase
Price could be substantially less than the net proceeds that
would be realized on a per Interest basis from a current sale
of the properties or that may be realized upon a future
liquidation of the Partnership. However, the ability to
receive cash quickly may be attractive to certain Limited
Partners.

* NO RELIANCE ON INDEPENDENT VALUATION OF INTERESTS. The
Purchase Price is below the Purchaser's estimate of the net
asset value of the Partnership's assets on a per Interest
basis assuming such assets were to be sold today. The
Purchaser has made its own independent analysis in
establishing the Purchase Price. See "The Offer--12.
Determination of Purchase Price." No independent person has
been retained to evaluate or render any opinion with respect
to the fairness of the Purchase Price, and no appraisals have
been obtained by the Purchaser of any of the properties owned
by the Partnership (the "Properties"). When the assets of the
Partnership are ultimately sold, the return to Limited
Partners could be higher or lower than the Purchase Price.
Limited Partners are urged to consider carefully all of the
information contained herein before accepting the Offer.

* CONFLICT OF INTEREST. The Purchaser is making the Offer with
a view to making a profit. If the Purchaser's current
estimated net asset value per Interest proves to be correct,
then the Purchaser will benefit upon the liquidation of the
Partnership from the spread between the Purchase Price for the
tendered Interests and the amount it would receive in the
liquidation. Accordingly, Limited Partners might receive more
money if they held their Interests, rather than tender, and
received proceeds from the liquidation of the Partnership.
Limited Partners, however, may prefer to receive the Purchase
Price now rather than wait for uncertain future net
liquidation proceeds.
<PAGE> 4
* PARTNERSHIP TERM. In accordance with the terms of the
Partnership Agreement, the Partnership must sell its assets
and liquidate by December 31, 2032. Although the General
Partner has sold some of the Properties, it is not required to
do so until the year 2032. The Offer provides Limited
Partners with an opportunity to liquidate their entire
investment sooner than otherwise might be possible.

* TAX CONSIDERATIONS. A sale by a Limited Partner pursuant to
the Offer might enable such Limited Partner to utilize
previously nondeductible passive losses to generate additional
savings for federal income tax purposes. In addition, a sale
pursuant to the Offer might enable a Limited Partner to
realize a taxable loss if the Limited Partner's tax basis in
its Interests (including such Limited Partner's share of debt)
exceeds the Purchase Price; on the other hand, taxable gain
would result if this is not the case. The Offer may also be
attractive to Limited Partners who wish in the future to avoid
the expenses, delays and complications in filing complex
income tax returns which result from an ownership of
Interests.

* LACK OF TRADING MARKET. There is no established or regular
trading market for the Interests, nor is there another
reliable standard for determining the fair market value of an
Interest. See "The Offer--7. Purpose and Effects of the Offer
-- Effect on Trading Market and Price Range of Interests."
Limited Partners who desire liquidity may wish to consider the
Offer. The Offer affords Limited Partners an opportunity to
dispose of their Interests for cash, which alternative
otherwise might not be available to them. However, the
Purchase Price is not intended to represent either the fair
market value of an Interest or the fair market value of the
Partnership's assets on a per Interest basis.

* CERTAIN RESTRICTIONS ON TRANSFER OF INTERESTS. The
Partnership Agreement restricts transfers of Interests if a
transfer would cause a termination of the Partnership for
federal income tax purposes, which occurs if 50% or more of
the total Interests in Partnership capital and profits are
transferred within a twelve-month period. If the Purchaser is
successful in purchasing 45% of the Interests, and taking into
account the sales of Interests on the secondary market and
private transactions during the twelve-month period prior to
and after the Offer, the ability to transfer Interests could
be restricted for a time following the Offer.

* SPECULATIVE NATURE OF INTERESTS. The Purchaser believes that
the Interests represent an attractive investment at the
Purchase Price. There can be no assurance, however, that this
judgment is correct. Per the Partnership's September 30, 1995
Form 10-Q, the Partnership has made distributions of $238.00
per Interest since its inception. In the Partnership's Form
10-K for the year ended December 31, 1994, the General Partner
states "In light of results to date and current market
conditions, the General Partner does not anticipate that
investors will recover all of their original investment."
Ownership of Interests will remain a speculative investment.
The Offer provides Limited Partners with the opportunity to
liquidate their Interests and to reinvest the proceeds in
other investments should they desire to do so.

-2-
<PAGE> 5
non-tendering Limited Partners. Matters upon which the
Limited Partners are entitled to vote under the Partnership
Agreement are: (1) amendment of the Partnership Agreement; (2)
dissolution of the Partnership; (3) removal of the general
partner or a successor general partner; (4) election of a new
general partner upon the withdrawal of the general partner or
a successor general partner; and (5) approval or disapproval
of the sale of all or substantially all of the assets of the
Partnership. Although the Purchaser has no current intention
with regard to any of these matters, it will vote the
Interests acquired pursuant to the Offer in its interest,
which may, or may not, be in the best interests of
non-tendering Limited Partners.

The Purchaser's future plans with respect to the Partnership will
depend in part on the Limited Partners' response to the Offer. Following the
completion of the Offer, the Purchaser may acquire additional Interests. Any
such acquisitions may be made through private purchases, through one or more
future tender offers or by any other means deemed advisable. Any such
acquisition may be at a price higher or lower than the price to be paid for the
Interests purchased pursuant to the Offer. See "The Offer--8. Future Plans."

Limited Partners who tender Interests will not be obligated to pay
brokerage commissions or transfer fees on the purchase of Interests by the
Purchaser pursuant to the Offer. The Purchaser will pay all charges and
expenses of the Information Agent/Depositary in connection with the Offer. See
"The Offer--16. Certain Fees and Expenses." A Limited Partner may tender any
or all of his or her Interests, however tenders of fractional Interests will
not be accepted.

The Offer is not conditioned upon any minimum number of Interests
being tendered. If more than 33,752 Interests are validly tendered and not
withdrawn, the Purchaser will only accept up to 33,752 Interests for purchase,
on a pro rata basis, subject to the terms and conditions herein. See "The
Offer--14. Conditions of the Offer" for certain conditions of the Offer. The
Purchaser expressly reserves the right, in its sole discretion and for any
reason, to terminate the Offer at any time and to waive any or all of the
conditions of the Offer, although the Purchaser does not presently intend to
waive any such conditions. The Purchaser does not intend to purchase Interests
to the extent such purchase would cause a termination of the Partnership for
federal income tax purposes. See "The Offer--7. Purpose and Effects of the
Offer -- Certain Restrictions on Transfer of Interests."

According to Partnership's Annual Report on Form 10-K for the year
ended December 31, 1994 (the "Form 10-K") filed with the Securities and
Exchange Commission (the "Commission"), there were 75,005 Interests issued and
outstanding, held of record by approximately 7,324 Limited Partners. The
Purchaser does not directly or indirectly own any Interests.

Information contained in this Offer to Purchase which relates to, or
represents statements made by the Partnership or Balcor Partners - XIII (the
"General Partner"), has been derived from information provided in reports or
other information filed by the Partnership and the General Partner with the
Commission or in reports to Limited Partners issued by the Partnership. The
Purchaser assumes no responsibility for the accuracy or completeness of any
such information.

Each Limited Partner must make his or her own decision based on his or
her particular circumstances. Limited Partners should consult with their
respective advisors about the financial, tax, legal and other implications to
them of accepting the Offer. LIMITED PARTNERS ARE URGED TO READ THIS OFFER TO
PURCHASE, THE RELATED LETTER OF ACCEPTANCE AND THE OTHER ACCOMPANYING MATERIALS
CAREFULLY BEFORE DECIDING WHETHER OR NOT TO TENDER THEIR INTERESTS.

-3-
<PAGE> 6
THE OFFER

1. TERMS OF THE OFFER; NUMBER OF INTERESTS; PRORATION.

Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will accept and purchase up to 33,752
Interests in the aggregate that are validly tendered on or prior to the
Expiration Date (as hereafter defined) and not properly withdrawn in accordance
with the procedures set forth in "--4. Withdrawal Rights." The term
"Expiration Date" shall mean 12:00 midnight, Eastern Standard Time, on December
15, 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 at which the Offer, as so extended by
the Purchaser, shall expire. For a discussion of the Purchaser's right to
extend the period of time during which the Offer is open and to amend, delay or
terminate the Offer, see "--5. Extension of Tender Period; Termination;
Amendment."

IF PRIOR TO THE EXPIRATION DATE, THE PURCHASER INCREASES OR DECREASES
THE CONSIDERATION OFFERED TO LIMITED PARTNERS PURSUANT TO THE OFFER, SUCH
INCREASED OR DECREASED CONSIDERATION WILL BE PAID FOR ALL INTERESTS ACCEPTED
FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT THE INTERESTS WERE TENDERED
PRIOR TO THE INCREASE OR DECREASE IN CONSIDERATION.

If more than 33,752 Interests are validly tendered on or prior to the
Expiration Date and not properly withdrawn prior to the Expiration Date, the
Purchaser will only accept for payment, upon the terms and subject to the
conditions of the Offer, and pay for an aggregate 33,752 Interests so tendered,
pro rata according to the number of Interests validly tendered and not properly
withdrawn on or prior to the Expiration Date, with appropriate adjustments to
avoid purchases of fractional Interests. If the number of Interests validly
tendered and not properly withdrawn on or prior to the Expiration Date is less
than or equal to 33,752 Interests, the Purchaser will purchase all Interests so
tendered and not properly withdrawn, upon the terms and subject to the
conditions of the Offer.

In the event that proration of tendered Interests is required, because
of the difficulty of determining the number of Interests validly tendered and
not withdrawn, the Purchaser does not expect to be able to announce the final
results of such proration until approximately 10 business days after the
Expiration Date. The Purchaser will not pay for any Interests accepted for
payment pursuant to the Offer until the final proration results are known. As
used in this Offer to Purchase, "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 Midnight, Eastern Standard Time, and any time period of
business days will be computed in accordance with Rule 14d-1(c)(6) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Offer is conditioned on satisfaction of certain conditions. See
"--14. Conditions of the Offer." The Purchaser reserves the right (but in no
event shall be obligated), in its sole discretion, to terminate the Offer at
any time and to waive in whole or in part at any time and from time to time 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 Interests tendered and terminate
the Offer, (ii) waive all the then unsatisfied conditions, subject to complying
with applicable rules and regulations of the Commission, and purchase all
Interests validly tendered and not properly withdrawn, (iii) extend the Offer
and, subject to the right of Limited Partners to withdraw Interests until the
Expiration Date, retain the Interests that have been tendered during the period
or periods for which the Offer is extended or (iv) amend the Offer.

This Offer to Purchase, the related Letter of Acceptance and, if
required, any other relevant materials will be mailed to Limited Partners and
Beneficial Owners, to the extent their names and addresses are known by the
Purchaser. In addition, the Purchaser has requested that the Partnership
furnish it with a list of current Limited Partners for the purpose of
disseminating the Offer to all current Limited Partners. If the Partnership
complies with

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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.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT.

Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will purchase, by accepting for payment,
and will pay for all Interests validly tendered and not properly withdrawn on
or prior to the Expiration Date as promptly as practicable after the later to
occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the
conditions of the Offer set forth in "--14. Conditions of the Offer." In
addition, subject to applicable rules of the Commission, the Purchaser
expressly reserves the right to delay acceptance for payment of, or payment
for, Interests pending receipt of any regulatory or governmental approvals
specified in "--15. Certain Legal Matters" or pending receipt of any additional
documentation required by the Letter of Acceptance.

In all cases, payment for Interests accepted for payment pursuant to
the Offer will be made only after timely receipt by the Information
Agent/Depositary of (a) the Letter of Acceptance (or facsimile thereof)
properly completed and duly executed, with any required signature guarantees,
if applicable, and (b) any other documents required by the Letter of
Acceptance.

For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Interests validly tendered and not
withdrawn as, if and when the Purchaser gives oral or written notice to the
Information Agent/Depositary of the Purchaser's acceptance of such Interests
for payment pursuant to the Offer. No tender of Interests will be deemed to
have been validly made until all defects and irregularities have been cured or
waived. In all cases, upon the terms and subject to the conditions of the
Offer, payment for Interests purchased pursuant to the Offer will be made by
deposit of the Purchase Price therefor with the Information Agent/Depositary,
which will act as agent for tendering Limited Partners for the purpose of
receiving payments from the Purchaser and transmitting such payments to validly
tendering Limited Partners. The Purchase Price will be reduced by the amount
of any distributions made by the Partnership after November 13, 1995 and prior
to the Expiration Date. UNDER NO CIRCUMSTANCES WILL THE PURCHASER PAY INTEREST
ON THE PURCHASE PRICE FOR INTERESTS.

If any tendered Interests are not purchased pursuant to the Offer for
any reason, the Letter of Acceptance with respect to such Interests will be
destroyed by the Information Agent/Depositary. If for any reason whatsoever,
acceptance for payment of or payment for any Interests tendered pursuant to the
Offer is delayed, or the Purchaser is unable to accept for payment or pay for
Interests tendered pursuant to the Offer, then, without prejudice to the
Purchaser's rights set forth herein, the Information Agent/Depositary may,
nevertheless, on behalf of the Purchaser and subject to Rule 14e-1(c) under the
Exchange Act, retain tendered Interests, and such Interests may not be
withdrawn except to the extent that the tendering Limited Partner is entitled
to withdrawal rights as described in "--4. Withdrawal Rights."

The Purchaser reserves the right to transfer or assign, in whole or
from time to time in part, to one or more of the Purchaser's subsidiaries or
affiliates the right to purchase Interests 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 Interests validly tendered and accepted for
payment pursuant to the Offer.

3. PROCEDURES FOR TENDERING INTERESTS

Valid Tender of Interests. Except as set forth below, for Interests
to be validly tendered pursuant to the Offer, the Letter of Acceptance (or a
facsimile thereof), properly completed and duly executed, together with any
required signature guarantees, if applicable, and any other documents required
by the Letter of Acceptance, must be received by the Information
Agent/Depositary at one of its addresses set forth on the back cover of this
Offer

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<PAGE> 8
to Purchase on or prior to the Expiration Date. A Limited Partner may tender
any or all Interests owned by such Limited Partner, however tenders of
fractional interests will not be accepted. See Instruction 2 to the Letter of
Acceptance.

THE METHOD OF DELIVERY OF THE LETTER OF ACCEPTANCE AND ANY OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING LIMITED
PARTNER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
INFORMATION AGENT/DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ENSURE TIMELY DELIVERY. SEE INSTRUCTION 1 TO THE LETTER OF
ACCEPTANCE.

IN ORDER FOR A TENDERING LIMITED PARTNER TO PARTICIPATE IN THE OFFER,
INTERESTS MUST BE VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION
DATE, WHICH IS 12:00 MIDNIGHT, EASTERN STANDARD TIME ON DECEMBER 15, 1995.

IN ALL CASES, INTERESTS SHALL NOT BE DEEMED VALIDLY TENDERED UNLESS A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF ACCEPTANCE (OR A FACSIMILE
THEREOF) IS RECEIVED BY THE INFORMATION AGENT/DEPOSITARY.

Notwithstanding any other provision hereof, payment for Interests
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Information Agent/Depositary of a properly completed and
duly executed Letter of Acceptance (or a facsimile thereof), together with any
required signature guarantees, and any other documents required by the Letter
of Acceptance.

Signature Guarantees. If the Interests are registered in the name of
the signer of the Letter of Acceptance, no endorsements are required. However,
if the Interests are registered in the name of a person other than the signer
of the Letter of Acceptance, or if payment is to be made to a person other than
the registered holder, then the signature on the Letter of Acceptance must be
guaranteed by 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 as provided in the
Letter of Acceptance. See Instruction 2 of the Letter of Acceptance.

Back-up Federal Tax Withholding. To prevent back-up federal income
tax withholding on payments made to certain Limited Partners with respect to
the Purchase Price of Interests purchased pursuant to the Offer, each Limited
Partner tendering Interests must provide the Information Agent/Depositary with
such Limited Partner's correct taxpayer identification number or social
security number and certify that such Limited Partner is not subject to back-up
federal income tax withholding by completing the Substitute Form W-9 on the
reverse side of the Letter of Acceptance. See Instruction 3 of the Letter of
Acceptance.

FIRPTA Withholding. To prevent the withholding of federal income tax
in an amount up to 10% of the Purchase Price plus Partnership liabilities
allocable to each Interest purchased, each Limited Partner must complete the
FIRPTA Affidavit included in the Letter of Acceptance certifying the Limited
Partner's taxpayer identification number and address and that the Limited
Partner is not a foreign person. See Instruction 3 of the Letter of Acceptance
and "--6. Federal Income Tax Considerations."

Appointment as Proxy. By executing the Letter of Acceptance, a
tendering Limited Partner irrevocably appoints the Purchaser and designees of
the Purchaser and each of them as such Limited Partner's attorneys-in-fact and
proxies, with full power of substitution, in the manner set forth in the Letter
of Acceptance, to the full extent of such Limited Partner's rights with respect
to the Interests tendered by such Limited Partner and accepted for payment by
the Purchaser (and with respect to any and all other Interests or other
securities issued or issuable in respect of such Interests on or after the date
hereof). All such powers of attorney and proxies shall be considered
irrevocable and coupled with an interest in the tendered Interests. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts such Interests for payment. Upon such acceptance for payment, all

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<PAGE> 9
prior powers of attorney and proxies given by such Limited Partner with respect
to such Interests (and such other Interests and securities) will be revoked
without further action, and no subsequent powers of attorney and proxies may be
given nor any subsequent written consents executed (and, if given or executed,
will not be deemed effective). The designees of the Purchaser will, with
respect to the Interests (and such other Interests and securities) for which
such appointment is effective, be empowered to exercise all voting and other
rights of such Limited Partner as they in their sole discretion may deem proper
at any meeting of Limited Partners or any adjournment or postponement thereof,
by written consent in lieu of any such meeting or otherwise. The Purchaser
reserves the right to require that, in order for Interests to be deemed validly
tendered, immediately upon the Purchaser's payment for such Interests, the
Purchaser must be able to exercise full voting rights with respect to such
Interests and other securities, including voting at any meeting of Limited
Partners.

Assignment of Interest. By executing the Letter of Acceptance, a
tendering Limited Partner irrevocably assigns to the Purchaser and its assigns
all of its right, title and interest in the Partnership.

Determination of Validity. All questions as to the form of documents
and validity, eligibility (including time of receipt) and acceptance for
payment of any tender of Interests will be determined by the Purchaser, in its
sole discretion, whose determination shall be final and binding on all parties.
The Purchaser reserves the absolute right to reject any or all tenders
determined by it not to be in proper form, or the acceptance of or payment for
which may, in the opinion of the Purchaser's counsel, be unlawful. The
Purchaser also reserves the absolute right to waive any of the conditions of
the Offer or any defect or irregularity in any tender of Interests of any
particular Limited Partner whether or not similar defects or irregularities are
waived in the case of other Limited Partners.

Assignee Status. Assignees must provide documentation to the
Information Agent/Depositary which demonstrates, to the satisfaction of the
Purchaser, such person's status as an assignee of an Interest.

The Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Acceptance and the instructions thereto) will be
final and binding. No tender of Interests will be deemed to have been validly
made until all defects and irregularities have been cured or waived. None of
the Purchaser, any of its affiliates or assigns, if any, the Information
Agent/Depositary or any other person will be under any duty to give any
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification.

The Purchaser's acceptance for payment of Interests tendered pursuant
to the procedures described above will constitute a binding agreement between
the tendering Limited Partner and the Purchaser upon the terms and subject to
the conditions of the Offer.

4. WITHDRAWAL RIGHTS.

Except as otherwise provided herein, tenders of Interests made
pursuant to the Offer are irrevocable. Interests tendered pursuant to the
Offer may be withdrawn at any time on or prior to the Expiration Date and,
unless theretofore accepted for payment as provided herein, may also be
withdrawn at any time after January 14, 1996 (or such later date as may apply
if the Offer is extended). If, for any reason whatsoever, acceptance for
payment of any Interests tendered pursuant to the Offer is delayed, or the
Purchaser is unable to accept for payment or pay for Interests tendered
pursuant to the Offer, then, without prejudice to the Purchaser's rights set
forth herein, the Information Agent/Depositary may, nevertheless, on behalf of
the Purchaser, retain tendered Interests and such Interests may not be
withdrawn except to the extent that the tendering Limited Partner is entitled
to and duly exercises withdrawal rights as described herein. Any such delay
will be by an extension of the Offer to the extent required by law.

The reservation by the Purchaser of the right to delay the acceptance
or purchase of or payment for Interests is subject to the provisions of Rule
14e-1(c) under the Exchange Act, which requires the Purchaser to pay

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<PAGE> 10
the consideration offered or return Interests deposited by or on behalf of
Limited Partners' promptly after the termination or withdrawal of the Offer.

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Information
Agent/Depositary at its address set forth on the back cover of this Offer to
Purchase. Any such notice of withdrawal must specify the name(s) of the
person(s) who tendered the Interests to be withdrawn, the number of Interests
to be withdrawn and the name(s) of the registered holder(s) of the Interests,
if different from that of the person(s) who tendered such Interests. If the
Interests are held in the name of two or more persons, all such persons must
sign the notice of withdrawal. Any Interests properly withdrawn will be deemed
not validly tendered for purposes of the Offer, but may be retendered at any
subsequent time prior to the Expiration Date by following the procedures
described in "--3. Procedures for Tendering Interests."

All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination shall be final and binding. None of the
Purchaser, any of its affiliates or assigns, if any, the Information
Agent/Depositary or any other person will be under any duty to give any
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.

5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT.

The Purchaser reserves the right, at any time or from time to time, in
its sole discretion and regardless of whether or not any of the conditions
specified under "--14. Conditions of the Offer" shall have been satisfied, (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 Interests by giving oral or
written notice of such extension to the Information Agent/Depositary and by
making a public announcement of such extension, (ii) to terminate the Offer and
not accept for payment any Interests not already accepted for payment or paid
for or (iii) to amend the Offer in any respect by making a public announcement
of such amendment. There can be no assurance that the Purchaser will exercise
its right to extend or amend the Offer.

If the Purchaser decreases the number of Interests being sought or
increases or decreases the consideration to be paid for any Interests pursuant
to the Offer and the Offer is scheduled to expire at any time before the
expiration of a period of 10 business days from, and including, the date that
notice of such increase or decrease is first published, sent or given in the
manner specified below, the Offer will be extended until, at a minimum, the
expiration of such period of 10 business days. If the Purchaser makes a
material change in the terms of the Offer (other than a change in price or
percentage of securities sought) or in the information concerning the Offer, or
waives a material condition of the Offer, the Purchaser will extend the Offer,
if required by applicable law, for a period sufficient to allow Limited
Partners to consider the amended terms of the Offer.

The Purchaser also reserves the right, in its sole discretion, in the
event any of the conditions specified under "--14. Condition of the Offer"
shall not have been satisfied and so long as Interests have not theretofore
been accepted for payment, to delay (except as otherwise required by applicable
law) acceptance for payment of or payment for Interests or to terminate the
Offer and not accept for payment or pay for Interests.

If the Purchaser extends the period of time during which the Offer is
open, delays acceptance for payment or paying for Interests or is unable to
accept for payment or pay for Interests pursuant to the Offer for any reason,
then, without prejudice to the Purchaser's rights under the Offer, the
Information Agent/Depositary may, on behalf of the Purchaser, retain all
Interests tendered, and such Interests may not be withdrawn except as otherwise
provided under "--4. Withdrawal Rights." The reservation by the Purchaser of
the right to delay acceptance for payment of or payment for Interests is
subject to applicable law, which requires that the Purchaser pay the
consideration offered or return the Interests deposited by or on behalf of
Limited Partners promptly after the termination or withdrawal of the Offer.

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<PAGE> 11
Any extension, termination or amendment of the Offer will be followed
as promptly as practicable by a public announcement thereof. Without limiting
the manner in which the Purchaser may choose to make any public announcement,
the Purchaser will have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service. In
the case of an extension of the Offer, the Purchaser will make a public
announcement of such extension no later than 9:00 a.m., Eastern Standard Time,
on the next business day after the previously scheduled Expiration Date.

6. FEDERAL INCOME TAX CONSIDERATIONS.

The following summary is a general discussion of certain federal
income tax considerations with respect to a sale of Interests pursuant to the
Offer. This summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), regulations promulgated thereunder, court decisions and published
Internal Revenue Service rulings 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. The following discussion assumes that the
Partnership is treated as a partnership for federal income tax purposes and is
not treated as a "publicly traded partnership" within the meaning of Section
7704 of the Code, and that the Interests constitute partnership interests for
federal income tax purposes. 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 does it discuss any aspect of
state, local, foreign or other tax laws. Sales of Interests pursuant to the
Offer will be taxable transactions for federal income tax purposes, and may
also be taxable transactions under applicable state, local, foreign and other
tax laws. EACH LIMITED PARTNER SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR
AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH LIMITED PARTNER OF SELLING OR NOT
SELLING INTERESTS PURSUANT TO THE OFFER. THE PURCHASER HAS HAD VERY LIMITED
ACCESS TO TAX INFORMATION FILED BY, OR OTHERWISE CONTAINED IN THE RECORDS OF,
THE PARTNERSHIP, AND THE STATEMENTS CONTAINED HEREIN MAY BE SUBJECT TO CHANGE
OR SUPPLEMENTAL DISCUSSION BASED ON A MORE COMPLETE REVIEW OF SUCH TAX
INFORMATION.

Consequences to a Tendering Limited Partner. The gain recognized by a
Limited Partner on the sale of an Interest should be equal to the "amount
realized" on the sale less the Limited Partner's adjusted tax basis in the
Interest. The "amount realized" by such Limited Partner with respect to the
sale of an Interest generally will be a sum equal to the amount of cash
received by the Limited Partner pursuant to the Offer (i.e., the Purchase
Price) plus the amount of the Partnership's liabilities allocable to the
Interest (as determined under Code Section 752). As discussed more fully
below, any gain realized by a Limited Partner may possibly be offset by any
"suspended" passive activity losses (e.g., post-1986 suspended net taxable
losses in excess of statutorily provided "phase-in" amounts), if any, from the
Partnership or from other passive activities. In the event the Limited Partner
realizes a loss on the disposition, such loss may be deductible only to the
extent permitted under the passive activity loss rules and other applicable
limitations. If the Limited Partner sells all of his or her Interests (and
such Interests have not been aggregated for purposes of the passive loss rules
with activities not currently being sold), any passive activity loss recognized
on the sale and any suspended passive activity losses from the Partnership (to
the extent not used to offset any gain recognized on the sale) will no longer
be subject to the passive activity loss limitation, and therefore should be
deductible by such Limited Partner from his or her other income, subject to any
other applicable limitations (including at-risk limitations and tax basis
limitations). If more than 33,752 Interests are validly tendered and not
withdrawn, most tendering Limited Partners may not be able to sell all of their
Interests pursuant to the Offer because of proration of the number of Interests
to be purchased by the Purchaser. See "--1. Terms of the Offer; Number of
Interests; Proration."

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<PAGE> 12
Subject to the foregoing, the gain or loss recognized by a Limited
Partner on a sale of Interests pursuant to the Offer generally will be treated
as a capital gain or loss if such Interests were held by the Limited Partner as
a capital asset and were not deemed held by such Limited Partner as a "dealer."
Such capital gain or loss will be treated as long-term capital gain or loss if
the tendering Limited Partner's holding period for the Interest exceeds one
year. 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 carry forward period is five years and a non- corporate taxpayer
can carry forward such losses indefinitely); in addition, corporations are
allowed to carry back excess capital losses to the three preceding taxable
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 items" as defined in Code
Section 751, then all or a portion of the Limited Partner's gain or loss may be
treated as ordinary income rather than as capital gain. It is possible that
the basis allocation rules of Code Section 751 may result in a Limited
Partner's recognizing ordinary income with respect to such items while
recognizing a larger capital loss with respect to the remainder of the
Interest, even though such Limited Partner has an overall loss on the sale.

In addition, Section 6050K of the Code requires each person who
transfers an interest in a partnership possessing "unrealized receivables" or
"substantially appreciated inventory items" (within the meaning of Code Section
751) to report such transfer to the partnership. If so notified, the
partnership must report the identity of the transferor and transferee to the
Service, together with other information required under applicable Treasury
regulations. Failure by a partner to report a transfer covered by this
provision may result in a penalty of $50 per occurrence. Limited Partners are
advised to consult with their own tax advisors regarding the reporting
requirements under Section 6050K of the Code.

Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any year only to the extent
of such person's passive activity income for such year, and closely held
corporations may not offset such losses against so-called "portfolio" income.
Under such passive loss limitations, a loss recognized by a Limited Partner
upon a sale of an Interest pursuant to the Offer can be currently deducted
(subject to other applicable limitations) to the extent of such Limited
Partner's taxable income from the Partnership for that year, and gain
recognized by a Limited Partner upon such sale can be offset by such Limited
Partner's passive activity losses (if any) from the Partnership. Subject to
applicable limitations, if a Limited Partner disposes of all of his or her
Interests pursuant to the Offer, such Limited Partner generally will be able to
deduct remaining passive activity losses (if any) from the Partnership that
could not previously be deducted by such Limited Partner due to the passive
loss limitations. If a Limited Partner has grouped together the investment in
his or her Interests and any other passive investment in a rental real estate
project under income tax regulations providing for the grouping of activities
under certain circumstances and disposes of less than substantially all of his
or her Interests, such Limited Partner generally will not be able to deduct
previously nondeducted passive activity losses attributable to such Interests,
until disposing of substantially all of his or her Interests.

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
Interests sold in accordance with the provisions of the Partnership Agreement
concerning transfers of Interests. Such allocation and cash distributed, if
any, by the Partnership to such Limited Partner for such year will affect the
Limited Partner's adjusted tax basis in the Interest and, therefore, the amount
of such Limited Partner's taxable gain or loss upon a sale of Interests
pursuant to the Offer.

A taxable Limited Partner (other than corporations and certain foreign
individuals) who tenders Interests may be subject to 31% backup withholding
unless the Limited Partner provides its taxpayer identification number ("TIN")
and certifies that the TIN is correct or properly certifies that such Limited
Partner is 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
Letter of Acceptance. If a Limited Partner who is subject to backup
withholding does not

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<PAGE> 13
properly complete and sign the Substitute Form W-9, the Purchaser will withhold
31% from payments to such Limited Partner. See Instruction 3 to the Letter of
Acceptance.

Gain realized by a foreign Limited Partner on a sale of an Interest
pursuant to the Offer will be subject to federal income tax. Under Section
1445 of the Code, the transferee of a partnership interest held by a foreign
person is generally required to deduct and withhold a tax equal to 10% of the
amount realized on the disposition. 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
Letter of Acceptance certifying the 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 may be obtained from the
Internal Revenue Service by filing a U.S. income tax return. Alternatively, if
the amount withheld is less than the Limited Partner's U.S. tax liability, the
Limited Partner may be required to make an additional tax payment. See
Instruction 3 to the Letter of Acceptance.

Consequences to a Non-Tendering Limited Partner. The Purchaser does
not anticipate that a Limited Partner who does not tender his or her Interests
will realize any material tax consequences as a result of the election not to
tender. However, if as a result of the Offer there is a sale or exchange of
50% or more of the total Interests in Partnership capital and profits within a
12 month period, a termination of the Partnership for federal income tax
purposes would occur, and the taxable year of the Partnership would close. In
the case of such a sale or exchange, the Properties (subject to related debt)
would be treated as distributed to the partners, and following the deemed
distribution, contribution of the same Properties would be deemed to be made to
a new partnership or to an association taxable as a corporation. The Purchaser
has not, however, had access to complete information concerning assignments of
Interests and cannot, therefore, be certain that the Partnership will not
terminate for tax purposes as a result of sales pursuant to the Offer. The
consequences of a termination of the Partnership could include changes in the
methods of depreciation available to the Partnership for tax purposes, changes
in the tax basis of the Partnership's assets, possible recognition of taxable
gain resulting from any deemed cash distribution in excess of the non-tendering
Limited Partner's tax basis in his or her Interests, and possibly other
consequences, the extent of which cannot be determined by the Purchaser without
access to the books and records of the Partnership. In addition, a termination
of the Partnership could cause the Partnership or its assets to become subject
to unfavorable statutory or regulatory changes enacted or issued prior to the
termination but previously not applicable to the Partnership or its assets
because of protective "transitional" rules. The Purchaser has reserved the
right not to purchase Interests to the extent such purchase would cause a
termination of the Partnership for federal income tax purposes.

7. PURPOSE AND EFFECTS OF THE OFFER.

PURPOSE OF THE OFFER. The purpose of the offer is to enable the
Purchaser to acquire a significant interest in the Partnership as an investment
by the Purchaser based on its expectation that there may be underlying value in
the Properties.

The Purchaser's future plans with respect to the Partnership will
depend in part on Limited Partners' response to the Offer. Following the
completion of the Offer, the Purchaser may acquire additional Interests. Any
such acquisition may be made through private purchases, through one or more
future tender offers or by any other means deemed advisable. Any such
acquisition may be at a price higher or lower than the price to be paid for the
Interests purchased pursuant to the Offer. See "--8. Future Plans."

The purchase of the Interests will allow the Purchaser to benefit from
any of the following: (a) any cash distributions from the operations in the
ordinary course of the Partnership; (b) any distributions of net proceeds from
the sale of any Properties; and (c) any distributions of net proceeds from the
liquidation of the Partnership.

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CERTAIN RESTRICTIONS ON TRANSFER OF INTERESTS. The Partnership
Agreement restricts transfers of Interests if a transfer would cause a
termination of the Partnership for federal income tax purposes (which
termination will occur when 50% or more of the total Interests in Partnership
capital and profits are transferred within a twelve-month period).
Consequently, sales of Interests on the secondary market and in private
transactions during the twelve-month period following completion of the Offer
may be restricted, and the Partnership may not process any requests for
recognition of transfers or substitution of Limited Partners upon a transfer of
Interests during such twelve-month period which the General Partner believes
may cause a tax termination. Based on the number of Interests for which the
Offer to Purchase is made (representing approximately 45% of the outstanding
Interests), and taking into account normal historical levels of transfers (to
the extent known to the Purchaser), the Purchaser does not believe this
restriction will be violated, and hence the Purchaser does not believe that
sales pursuant to the Offer will cause the Partnership to terminate for tax
purposes. The Purchaser does not intend to purchase Interests to the extent
such purchase would cause a termination of the Partnership. See "--1. Terms of
the Offer; Number of Interests; Proration." Non-tendering Limited Partners
should consult their own tax advisors regarding the tax consequences of the
Partnership's termination in their particular situations. See "--6. Federal
Income Tax Considerations -- Consequences to a Non-Tendering Limited Partner."

EFFECT ON TRADING MARKET AND PRICE RANGE OF THE INTERESTS. There is
no established public trading market for the Interests. The Interests are not
listed on any securities exchange, and are not quoted on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").
Therefore, a reduction in the number of Limited Partners should not materially
further restrict the Limited Partners' ability to find purchasers for their
Interests. The Form 10-K states: "There has not been an established public
market for Limited Partnership Interests and it is not anticipated that one
will develop; therefore, the market value of the Limited Partnership Interests
cannot reasonably be determined." However, sales of Interests on a secondary
market or in private transactions are the only current means available to a
Limited Partner to liquidate his or her investment in the Partnership since the
Interests are not listed or traded on any exchange or quoted on any NASDAQ list
or system.

The Purchase Price represents the price at which the Purchaser is
willing to purchase Interests. No independent person has been retained to
evaluate or render any opinion with respect to the fairness of the Purchase
Price and no appraisals have been obtained by the Purchaser for any of the
Properties. No representation is made by the Purchaser or any affiliate of the
Purchaser as to the fairness of the Purchase Price to the Limited Partners.
The Purchase Price may be above or below the value that the Purchaser might
ultimately realize from owning the Interests. Other measures of the value of
the Interests may be relevant to Limited Partners. Limited Partners are urged
to consider carefully all of the information contained herein and consult with
their own advisors, tax, financial or otherwise, in evaluating the terms of the
Offer before deciding whether to tender Interests.

The Interests currently are registered under Section 12(g) under 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 believes that it is highly unlikely
that consummation of this Offer will affect such registration of the Interests.

EFFECT ON LIMITED PARTNERS' VOTING DECISIONS BY PURCHASER. If
approximately 45% of the Interests are acquired pursuant to the Offer, the
Purchaser will be in a position to significantly influence all Partnership
decisions on which Limited Partners may vote. The Purchaser will vote the
Interests acquired in the Offer in its sole interest, which may, or may not, be
in the best interests of non-tendering Limited Partners. See "--8. Future
Plans." The Purchaser will have the right (either as a substituted Limited
Partner or pursuant to the proxy granted in the Letter of Acceptance) to vote
each Interest purchased as permitted by the Partnership Agreement. Limited
Partners cannot participate in the management or control of the Partnership's
business, and cannot control either the timing or amount of cash distributions,
or the timing or terms of a sale of the Partnership's assets, except insofar as
the Limited Partners are entitled to vote as permitted by the Partnership
Agreement. If the maximum number of Interests sought are tendered and accepted
for payment pursuant to the Offer, the Purchaser will own approximately 45% of
the outstanding Interests and could be in a position to influence significantly
decisions of the Partnership

-12-
<PAGE> 15
on which Limited Partners are entitled to vote. This could effectively (i)
prevent non-tendering Limited Partners from taking action they desire but that
the Purchaser opposes and (ii) enable the Purchaser to take action desired by
the Purchaser but opposed by a majority of the non-tendering Limited Partners.
Under the Partnership Agreement, Limited Partners holding a majority of the
Interests are entitled to take action with respect to the following matters:
(1) amendment of the Partnership Agreement; (2) dissolution of the Partnership;
(3) removal of the General Partner or a successor general partner; (4) election
of a new general partner upon withdrawal of the General Partner or a successor
general partner; and (5) approval or disapproval of the sale of all or
substantially all of the assets of the Partnership.

8. FUTURE PLANS.

The Purchaser is acquiring the Interests pursuant to the Offer for
investment purposes. Although the Purchaser does not intend to change current
management or the operation of the Partnership and has no current plans for any
extraordinary transaction (such as a merger, reorganization or sale of a
material amount of assets) involving the Partnership, these plans could change
in the future. In addition, the Purchaser has no current plans to attempt to
remove the General Partner by a vote of Limited Partners.

In the past, affiliates of the Purchaser have had discussions with The
Balcor Company ("Balcor") and American Express Company ("American Express")
regarding the potential purchase of the General Partner. See --11. Background
of the Offer." The Purchaser or its affiliates may consider doing so again in
the future. Subject to the limitation on resales discussed in "--7. Purpose
and Effects of the Offer -- Certain Restrictions on Transfers of Interests",
following completion of the Offer, the Purchaser, or its affiliates, may
acquire additional Interests. Any such acquisition may be made through private
purchases, through one or more future tender or exchange offers or by any other
means deemed advisable. Any such acquisition may be at a consideration higher
or lower than the consideration to be paid for the Interests purchased pursuant
to the Offer.

9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.

All information in this section has been obtained from publicly
available information prepared by, or on behalf of, the Partnership. The
Purchaser assumes no responsibility for the accuracy of any such information.

The Partnership is a limited partnership formed in 1981 under the laws
of the State of Illinois. The Partnership raised $75,005,000 from sales of
Limited Partnership Interests. The Partnership's operations consist
exclusively of investment in and operation of real properties.

The Partnership utilized the net offering proceeds to acquire eleven
real property investments and a minority joint venture interest in an
additional property. The Partnership has since disposed of four of these
properties, including the property in which the Partnership held a minority
joint venture interest. As of December 31, 1994, the Partnership owned the
eight properties as described below:

<TABLE>
<CAPTION>
Location Description of Property
- -------- -----------------------
<S> <C>
San Antonio, Texas * Deer Oaks Apartments: a 244-unit apartment complex located on approximately 10 acres.

Phoenix, Arizona Desert Sands Apartments: a 412-unit apartment complex located on approximately 20
acres.

Irving, Texas * Eagle Crest Apartments - Phase I: a 296-unit apartment complex located on
approximately 12 acres.
</TABLE>

-13-
<PAGE> 16
<TABLE>
<S> <C>
Houston, Texas ** North Cove Apartments: a 556-unit apartment complex located on approximately 16
acres.

Pasadena, Texas Sandridge Apartments - Phase II: a 196-unit apartment complex located on
approximately 8 acres.

Las Vegas, Nevada Springs Pointe Village Apartments: a 484-unit apartment complex located on
approximately 27 acres.

Corpus Christi, Texas Walnut Ridge Apartments - Phase I: a 380-unit apartment complex located on
approximately 11 acres.

Corpus Christi, Texas Walnut Ridge Apartments - Phase II: a 324-unit apartment complex located on
approximately 9 acres.
</TABLE>

* Owned by the Partnership through a joint venture with the seller.

** This property was sold during 1995.

Each of the above properties is held subject to various mortgage loans. In the
opinion of the General Partner, the Partnership has provided for adequate
insurance coverage for its real estate investment properties. The Partnership
Agreement provides that the proceeds of any sale or refinancing of the
Partnership's properties will not be reinvested in new acquisitions.

During 1994, institutionally owned and managed multi-family
residential properties in many markets continued to experience favorable
operating conditions combined with relatively low levels of new construction.
These favorable operating conditions were supported by the strong pattern of
national economic growth which contributed to job growth and rising income
levels in most local economies. However, some rental markets continue to
remain extremely competitive; therefore, the General Partner's goals are to
maintain high occupancy levels, while increasing rents where possible, and to
monitor and control operating expenses and capital improvement requirements at
the properties. Of the Partnership's eight properties, during 1994 seven
generated positive cash flow while one generated a marginal cash flow deficit.

Historically, real estate investments have experienced the same
cyclical characteristics affecting most other types of long-term investments.
While real estate values have generally risen over time, the cyclical character
of real estate investments, together with local, regional and national market
conditions, has resulted in periodic devaluations of real estate in particular
markets, as has been experienced in the last few years. As a result of these
factors, it has become necessary for the Partnership to retain ownership of
many of its properties for longer than the holding period originally described
in the prospectus. The General Partner examines the operations of each
property and each local market in conjunction with the Partnership's long-term
dissolution strategy when determining the optimal time to sell each of the
Partnership's properties.

Its principal executive offices are located at 2355 Waukegan Road,
Bannockburn, Illinois 60015 and its telephone number at that address is (708)
267-1600.

Set forth below is Selected Financial Data for the Partnership, which
was excerpted from the information contained in the Partnership's Form 10-K.
More comprehensive financial information is included in this report and other
documents filed by the Partnership with the Commission, and the following
information is qualified in its entirety by reference to such reports and other
documents and all of the financial information and notes contained therein.
These reports and other documents may be examined and copies may be obtained in
the manner set forth below.

-14-
<PAGE> 17
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . . . . $16,120,215 $16,565,748 $16,433,299 $15,820,488 $15,488,340
Income (loss) before gain on sale
of property and extraordinary (291,500) (774,247) (1,179,837) (1,541,314) (2,294,938)
items . . . . . . . . . . . . .
Net income (loss) . . . . . . . . 1,108,900 2,994,111 (1,179,837) 1,355,068 (2,294,938)
Net income (loss) per Limited
Partnership Interest . . . . . 14.05 37.92 (14.94) 17.16 (29.07)
Total assets . . . . . . . . . . 55,306,162 58,987,183 60,133,453 61,884,993 68,903,919
Mortgage notes payable . . . . . 56,248,201 58,567,203 62,635,603 62,801,950 71,126,492
Distributions per Limited
Partnership Interest . . . . . 18.00 None None None None
</TABLE>

The Partnership is subject to the informational filing requirements of
the Exchange Act and is required to file reports and other information with the
Commission relating to its business, financial condition and other matters.
Certain information, as of particular dates, concerning the General Partner,
its remuneration, the principal holders of the Partnership's securities and any
material interest of such persons in transactions with the Partnership is
required to be described in proxy statements (if applicable) distributed to the
Limited Partners and filed with the Commission. These reports, proxy
statements and other information should be available for inspection at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and
also should be available for inspection and copying at the regional offices of
the Commission located at Seven World Trade Center, Thirteenth Floor, New York,
New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of this material may also be obtained by mail, upon payment of
the Commission's customary fees, from the Commission's principal office at 450
Fifth Street, N.W., Washington, D.C. 20549.

10. CERTAIN INFORMATION CONCERNING THE PURCHASER.

The Purchaser was recently organized for the purpose of acquiring
Interests in the Partnership as well as interests in certain other partnerships
sponsored by Balcor. The principal executive offices of the Purchaser are
located at 900 North Michigan Avenue, Suite 1900, Chicago, Illinois 60611. The
Purchaser is a Delaware limited liability company. Its members include each of
the managers and officers of the Purchaser listed below and Lambal Investors,
L.P. (the "Members"). Lambal Investors, L.P. was recently formed for the
purpose of investing in the Purchaser and its general partners are Neil G.
Bluhm, Andrew G. Bluhm, Leslie Bluhm and Meredith Bluhm. The address for each
Member is the same as the address for the Purchaser. The Managers of the
Purchaser are Neil G. Bluhm, Ira J. Schulman, William J. Abrams and Jeffrey S.
Quicksilver (each, a "Manager"). The Purchaser may add additional members in
the future. The address for each Manager is the same as the address for the
Purchaser.

-15-
<PAGE> 18
Set forth below is biographical information concerning the Managers
and Officers of the Purchaser. The address for each person listed below is the
same as the address for the Purchaser.

<TABLE>
<S> <C>
Neil G. Bluhm . . . . . . . . Manager, Walton Street Capital Acquisition Co., L.L.C. Co-Founder and Managing
Principal of Walton Street Capital, L.L.C. ("WSC") since its inception on January 1,
1995. WSC's office is located at 900 North Michigan Avenue, Suite 1900, Chicago,
Illinois, 60611. Mr. Bluhm is co-founder and President of JMB Realty Corporation
("JMB") since its inception in 1968. JMB's office is located at 900 North Michigan
Avenue, Chicago, Illinois, 60611. He has a BBA from the University of Illinois and a
JD from Northwestern University. Mr. Bluhm is 57 years old and a CPA.

Ira J. Schulman . . . . . . . Manager, Walton Street Capital Acquisition Co., L.L.C. Co-Founder and Managing
Principal of WSC since its inception on January 1, 1995. Prior to starting WSC, Mr.
Schulman was an Executive Vice President of JMB. Mr. Schulman joined JMB in 1983. He
has a BA from Washington and Jefferson College and a MBA from the University of
Pittsburgh. Mr. Schulman is 44 years old.

Jeffrey S. Quicksilver . . . . Manager, Walton Street Capital Acquisition Co., L.L.C. Co-Founder and Managing
Principal of WSC since its inception on January 1, 1995. Prior to starting WSC, Mr.
Quicksilver was a Managing Director of JMB. Mr. Quicksilver joined JMB in 1989. He
has a BA from the University of Michigan and a JD from Stanford University. Mr.
Quicksilver is 34 years old.

William J. Abrams . . . . . . Manager, Walton Street Capital Acquisition Co., L.L.C. Co-Founder and Managing
Principal of WSC since its inception on January 1, 1995. Prior to starting WSC, Mr.
Abrams was a Managing Director of JMB. Mr. Abrams joined JMB in 1990. He has a BSE
from The Wharton School of the University of Pennsylvania and a MM from The J.L.
Kellogg Graduate School of Management at Northwestern University. Mr. Abrams is 31
years old.

Eric C. Mogentale . . . . . . Officer, Walton Street Capital Acquisition Co., L.L.C. Principal of WSC since its
inception on January 1, 1995. Prior to joining WSC, Mr. Mogentale was a Vice
President of JMB Institutional Realty Corporation, which he joined in 1986. It's
office was located at 900 North Michigan Avenue, Chicago, Illinois, 60611. He has a
BA from Northwestern University. Mr. Mogentale is 33 years old.

Andrew G. Bluhm . . . . . . . Officer, Walton Street Capital Acquisition Co., L.L.C. Principal of WSC since its
inception on January 1, 1995. Prior to joining WSC, Mr. Bluhm was a Vice President of
JMB. Mr. Bluhm joined JMB in 1993. Prior thereto, Mr. Bluhm was an Analyst at
Goldman, Sachs & Co. ("GS"). GS's office is located at 85 Broad Street, New York, New
York, 10004. Mr. Bluhm joined GS in 1988. He has a BSE from the Wharton School of
the University of Pennsylvania and a MBA from Harvard University. Mr. Bluhm is 29
years old.

K. Jay Weaver . . . . . . . . Officer, Walton Street Capital Acquisition Co., L.L.C. Principal of WSC since June 1,
1995. Prior to joining WSC, Mr. Weaver was a Senior Vice President of JMB. Mr.
Weaver joined JMB in 1989. He has a BBA from the University of Alaska and a MM from
the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Weaver
is 30 years old.
</TABLE>

-16-
<PAGE> 19
<TABLE>
<S> <C>
Howard J. Brody . . . . . . . Officer, Walton Street Capital Acquisition Co., L.L.C. Principal of WSC since its
inception on January 1, 1995. Prior to joining WSC, Mr. Brody was a Portfolio Manager
at JMB. Mr. Brody joined JMB in 1984. He has a BBA from the University of Wisconsin
and a MM from the J.L. Kellogg Graduate School of Management at Northwestern
University. Mr. Brody is a CPA. Mr. Brody is 38 years old.

Perry M. Pinto . . . . . . . . Officer, Walton Street Capital Acquisition Co., L.L.C. Associate of Walton Street
Capital, L.L.C. since its inception on January 1, 1995. Prior to joining Walton
Street Capital, Mr. Pinto was an Associate at JMB Institutional Realty Corporation,
which he joined in 1992. He has a BBA from the University of Michigan. Mr. Pinto is
25 years old.
</TABLE>

For financial information regarding the Purchaser and Lambal
Investors, L.P., see Schedule I to this Offer.

Except as otherwise set forth herein or in "--11. Background of the
Offer" below, (i) neither the Purchaser, any Manager nor, to the best knowledge
of the Purchaser or any Manager, any of the persons listed above or any
affiliate of the Purchaser beneficially owns or has a right to acquire any
Interests, (ii) neither the Purchaser, any Manager nor, to the best knowledge
of the Purchaser or any Manager, any of the persons listed above or any
affiliate of the Purchaser or any director, executive officer or subsidiary of
any of the foregoing has effected any transaction in the Interests, and (iii)
neither the Purchaser, any Manager nor, to the best knowledge of the Purchaser
or any Manager, any of the persons listed above or any affiliate of the
Purchaser has 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 the 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, consents or authorizations.

11. BACKGROUND OF THE OFFER.

In the past, various present and former affiliates of the Purchaser
have talked with, or made proposals to, affiliates of the General Partner in
the ordinary course about purchasing individual properties that were being
marketed for sale by such affiliates of the General Partner. As part of these
discussions, the affiliates of the Purchaser may have received property
information from the sellers. The Purchaser no longer has access to any of the
materials that may have been provided during such discussions; however, were
such information available, it would likely be dated and of little use in
valuing the properties today.

In late 1993, affiliates of the Purchaser had several meetings with
Balcor with regard to the acquisition of the General Partner. The affiliates
of the Purchaser believed that consolidation was going to occur in the industry
and sought out Balcor to discuss whether they might be interested in pursuing a
transaction. These meetings were exploratory in nature, were unsolicited by
Balcor and no information was exchanged as a result of these meetings.

In mid-1994, affiliates of the General Partner placed the property
management company for the Partnership and its affiliates -- Allegiance Realty
Group, Inc. and its affiliates ("Allegiance") -- up for sale. Affiliates of
the Purchaser were contacted as part of the auction process and made a bid to
purchase Allegiance. As part of their discussions with the seller, these
affiliates of the Purchaser received detailed information regarding the
properties managed by Allegiance subject to a confidentiality agreement. The
bid by affiliates of the Purchaser to purchase Allegiance was not successful
and Allegiance was ultimately sold to a third party unaffiliated with either
the Purchaser or the General Partner. Pursuant to the confidentiality
agreement, the information received from the seller was destroyed when these
affiliates of the Purchaser were unsuccessful in their attempt to purchase
Allegiance.

-17-
<PAGE> 20
Between March and June of 1995, affiliates of the Purchaser approached
Balcor and American Express with regard to a variety of business proposals,
including a proposal to purchase all or a portion of the general partners of
the partnerships (including the Partnership) sponsored by Balcor, or operating
some or all of their various general partner functions. These contacts were
very preliminary and exploratory in nature and the discussions concluded
without reaching any agreement.

In connection with the potential acquisition of the General Partner,
Balcor provided the affiliates of the Purchaser with certain information
prepared by the General Partner, including a current liquidation analysis
concerning the Partnership (the "Balcor Current Liquidation Analysis"). The
Purchaser did not have any input into the preparation of the Balcor Current
Liquidation Analysis or the determination of the assumptions used and does not
know for what purpose it was prepared. The Purchaser used its own assumptions
in determining its net asset value and did not rely on the information it was
provided. The Balcor Current Liquidation Analysis assumes that the Properties
were sold on December 31, 1994 and the net distributable value per Interest was
determined to be $315, after repayment of all outstanding loans and other debts
of the Partnership. Subsequent to the date of the Balcor Current Liquidation
Analysis, the Partnership made distributions totaling $85.00 per Interest
through November 13, 1995.

Balcor also prepared a second analysis (the "Balcor Scheduled
Liquidation Analysis"), which assumes that the Properties were to be sold over
a period of time determined by the General Partner and which were based on
forward looking assumptions determined by the General Partner that may be
speculative in nature. The net present value of the distributable value per
Interest under the Balcor Scheduled Liquidation Analysis was determined to be
$424, after repayment of all outstanding loans and other debts of the
Partnership. Subsequent to the date of the Balcor Scheduled Liquidation
Analysis, the Partnership made distributions totalling $85.00 per Interest
through November 13, 1995. The Purchaser does not know why the Balcor
Scheduled Liquidation Analysis was prepared, had no input in its preparation or
in the determination of the assumptions used, and therefore believes that the
Balcor Scheduled Liquidation Analysis may be speculative in nature. In
addition, the Purchaser believes that certain of the assumptions used may be
overly optimistic. The information contained in the Balcor Current Liquidation
analysis and the Balcor Scheduled Liquidation Analysis was not critical to the
determination of the Purchaser to make the Offer or to the determination of the
Purchase Price. See "-12. Determination of Purchase Price."

In November, 1995, Messrs. Abrams and Schulman met with
representatives of Balcor. The purpose of the meeting was to inform such
representatives that the Purchaser was considering making an offer to Limited
Partners to purchase Interests in the Partnership and for limited partnership
interests in certain partnerships affiliated with the Partnership. The meeting
was followed by a letter to Balcor requesting a list of Limited Partners with
which to make the Offer.

12. DETERMINATION OF PURCHASE PRICE.

The Purchaser established the Purchase Price based on its own
independent analysis of the Partnership, the Properties and the financial
condition of the Partnership. Except as described in "--11. Background of the
Offer," the Purchaser had no access to the books and records of the
Partnership. No appraisal was obtained for any of the Properties, and no
independent person was retained to render any valuation or fairness opinion.
The Purchaser derived the estimated net asset value per Interest from its
analysis of financial information from publicly-available information in the
Partnership's Form 10-K for the year ended December 31, 1994 and the
Partnership's Form 10-Q for the quarter ended September 30, 1995, its
inspection of certain of the Properties owned by the Partnership, its expertise
in the real estate markets in which the Properties are located, the tax effects
of the ownership of Intersts to the Purchaser and its experience in owning,
operating, purchasing and selling Properties of a similar nature. The
resultant estimated gross asset value reflects a capitalization rate of 9.1% on
the reported 1994 net operating income after the Purchaser's adjustments for
administrative expenses and sold Properties. The net asset value was derived
by taking into account the other assets and liabilities of the Partnership as
set forth in the Form 10-Q for the quarter

-18-
<PAGE> 21
ended September 30, 1995, resulting in an estimated net asset value of
$15,751,050. Dividing that amount by the number of Interests outstanding, the
Purchaser arrived at an estimated net asset value per Interest of $210.

The amount set forth above is only an estimate. The amount of net
operating income and other assets used to establish estimated net asset value
will vary from period to period. If the Purchaser used results from another
period and used the same analysis, the estimated net asset value may vary. In
addition, a different capitalization rate would result in higher or lower
estimated valuations for the Properties.

The Purchase Price determined by the Purchaser is 65% of the net asset
value as determined by the Purchaser. The Purchaser believes that the fair
value of an Interest should be less than the estimated net asset value on a per
Interest basis, for reasons such as lack of liquidity, uncertainty as to future
timing and amount of distributions, the Limited Partners' lack of control over
the Partnership and certain tax considerations. Further, Limited Partners
should note that the amounts that might be realized upon the sale of the
properties now or in the future are necessarily speculative.

Since the Purchase Price is lower than the Purchaser's estimated net
asset value of the Partnership's assets on a per Interest basis, and if this
estimated net asset value is maintained or increased, the proceeds that are
distributed upon a future liquidation would be greater than the Purchase Price.
However, such net asset value is only an estimate and actual net proceeds may
be higher or lower. Whether it is in the best interests of the Partnership to
sell the Partnership's Properties at any particular time, however, is a matter
that must be determined by the General Partner.

13. SOURCE AND AMOUNT OF FUNDS.

The Purchaser expects that approximately $4,591,000 would be required
to acquire the maximum number of Interests sought pursuant to the Offer. The
Purchaser will obtain all of those funds from: (i) its liquid assets and (ii)
equity contributions from its Members. The Members and their partners have
agreed to make such equity contributions. Such equity contributions will be
funded by marketable securities and other liquid assets of the Members. The
Offer is not contingent on financing.

14. CONDITIONS OF THE OFFER.

Notwithstanding any other provisions of the Offer and in addition to
(and not in limitation of) the Purchaser's rights to extend and amend the Offer
at any time in its sole discretion, the Purchaser shall not be required to
accept for payment, purchase or pay for, subject to Rule 14e-1(c) under the
Exchange Act, any tendered Interests (whether or not any Interests have
theretofore been accepted for payment or paid for pursuant to the Offer), and
may terminate the Offer as to any Interests not then paid for, if (i) the
Purchaser shall not have confirmed to its reasonable satisfaction that, upon
purchase of the Interests pursuant to the Offer, the Purchaser will have full
rights of ownership as to all such Interests and that it will be admitted as a
substitute Limited Partner of the Partnership or (ii) all authorizations,
consents, orders or approvals of, or declarations or filings with, or
expirations 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, the Purchaser will not be required
to accept for payment or pay for any Interests not theretofore accepted for
payment or paid for and may terminate or amend the Offer as to such Interests
if, at any time on or after the date of the Offer and before the acceptance of
such Interests for payment or the payment therefor, any of the following
conditions exist:

(a) there shall have occurred (i) any general suspension
of trading in, or limitation on prices for, securities on any national
securities exchange or 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

-19-
<PAGE> 22
States (whether or not mandatory), (iii) the commencement or
escalation of a war, armed hostilities or other national or
international crisis involving the United States, (iv) any limitation
(whether or not mandatory) imposed by any governmental authority on,
or any other event that might have material adverse significance with
respect to, the nature or extension of credit or further extension of
credit by banks or other lending institutions in the United States, or
(v) in the case of any of the foregoing, a material acceleration or
worsening thereof; or

(b) any material adverse change (or any condition, event
or development involving a prospective material adverse change) shall
have occurred or be likely to occur in the business, prospects,
financial condition, results of operations, properties, assets,
liabilities, capitalization, partners' equity, licenses, franchises or
businesses of the Partnership and its subsidiaries taken as a whole;
or

(c) there shall have been threatened, instituted or
pending any action, proceeding, application, audit, claim or
counterclaim by any government or governmental authority or agency,
domestic or foreign, or by or before any court or governmental,
regulatory or administrative agency, authority or tribunal, domestic,
foreign or supranational, which (i) challenges the acquisition by the
Purchaser of the Interests or seeks to obtain any material damages as
a result thereof, (ii) makes or seeks to make illegal, the acceptance
for payment, purchase or payment for any Interests or the consummation
of the Offer, (iii) imposes or seeks to impose limitations on the
ability of the Purchaser or any affiliate of the Purchaser to acquire
or hold or to exercise full rights of ownership of the Interests,
including, but not limited to, the right to vote any Interests
purchased by them on all matters properly presented to the Limited
Partners, (iv) may result in a material diminution in the benefits
expected to be derived by the Purchaser or any of its affiliates as a
result of the Offer, (v) requires divestiture by the Purchaser of any
Interests, (vi) might materially adversely affect the business,
properties, assets, liabilities, financial condition, operations,
results of operations or prospects of the Partnership or the Purchaser
or (vii) challenges or adversely affects the Offer; or

(d) there shall be any action taken, or any statute,
rule, regulation, order or injunction shall have been enacted,
promulgated, entered, enforced or deemed applicable to the Offer, or
any other action shall have been taken, by any government,
governmental authority or court, domestic or foreign, other than the
routine application to the Offer of waiting periods that has resulted,
or in the reasonable good faith judgment of the Purchaser could be
expected to result, in any of the consequences referred to in clauses
(i) through (vii) of paragraph (c) above; or

(e) a tender or exchange offer for some or all of the
Interests is made, or publicly proposed to be made or amended, by
another person; or

(f) the Partnership or any of its subsidiaries shall have
authorized, recommended, proposed or announced an agreement or
intention to enter into an agreement, with respect to any merger,
consolidation, liquidation or business combination, any acquisition or
disposition of a material amount of assets or securities, or any
comparable event, not in the ordinary course of business consistent
with past practices; or

(g) it shall have been publicly disclosed or the
Purchaser shall have otherwise learned that (i) more than ten percent
of the outstanding Interests have been or are proposed to be acquired
by another person (including a "group" within the meaning of Section
13(d)(3) of the Exchange Act), or (ii) any person or group that prior
to such date has filed a Statement with the Commission pursuant to
Section 13(d) or (g) of the Exchange Act has increased or proposes to
increase the number of Interests beneficially owned by such person as
disclosed in such Statement by two percent or more of the outstanding
Interests; or

-20-
<PAGE> 23
(h) the failure to occur of any necessary approval or
authorization by any federal or state authorities necessary to
consummation of the purchase of all or any part of the Interests to be
acquired hereby, which in the sole judgment of the Purchaser in any
such case, and regardless of the circumstances (including any action
of the Purchaser) giving rise thereto, makes it inadvisable to proceed
with such purchase or payment; or

(i) the Purchaser shall become aware that any material
right of the Partnership or any of its subsidiaries under any
governmental license, permit or authorization relating to any
environmental law or regulation is reasonably likely to be impaired or
otherwise adversely affected as a result of, or in connection with,
the Offer.

The foregoing conditions are for the sole benefit of the Purchaser and
its affiliates and may be asserted by the Purchaser regardless of the
circumstances (including, without limitation, any action or inaction by the
Purchaser or any of its affiliates) giving rise to such condition, or may be
waived by the Purchaser, in whole or in part, from time to time in its sole
discretion. The failure by the Purchaser at any time to exercise the foregoing
rights will not be deemed a waiver of such rights, which will be deemed to be
ongoing and may be asserted at any time and from time to time. Any
determination by the Purchaser concerning the events described in this Section
14 will be final and binding upon all parties.

15. CERTAIN LEGAL MATTERS.

Except as set forth in this Offer to Purchase, based on its review of
publicly available filings by the Partnership with the Commission and other
publicly available information regarding the Partnership, the Purchaser is not
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 Interests as contemplated herein, or
any filings, approvals or other actions by or with any domestic, foreign or
governmental authority or administrative or regulatory agency that would be
required prior to the acquisition of Interests by the Purchaser pursuant to the
Offer as contemplated herein. Should any such approval or other action be
required, 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 or the Purchaser's business might not have
to be disposed of or held separate or other substantial conditions complied
with in order to obtain such approval or action or in the event that such
approvals were not obtained or such actions were not taken. The Purchaser's
obligation under the Offer to accept for payment and pay for Interests is
subject to certain conditions, including conditions relating to the legal
matters discussed herein. See "--14. Conditions of the Offer."

APPRAISAL RIGHTS. Limited Partners will not have appraisal rights as
a result of the Offer.

STATE ANTI-TAKEOVER LAWS. A number of states have adopted
anti-takeover laws which purport, to varying degrees, to be applicable to
attempts to acquire securities of corporations or other entities which are
incorporated or organized in such states or which have substantial assets,
security holders, principal executive offices or principal places of business
therein. Although the Purchaser has not attempted to comply with any state
anti-takeover statutes in connection with the Offer, the Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection therewith is intended as a waiver of such right. If any
state anti-takeover statute is applicable to the Offer, the Purchaser might be
unable to accept for payment or purchase Interests tendered pursuant to the
Offer or be delayed in continuing or consummating the Offer. In such case, the
Purchaser may not be obligated to accept for purchase or pay for any Interests
tendered.

-21-
<PAGE> 24
MARGIN REQUIREMENTS. The Interests 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.

ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the rules and regulations that have been
promulgated thereunder by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated until certain information and
documentary material has been furnished for review by the Antitrust Division of
the Department of Justice (the "Antitrust Division") and the FTC and certain
waiting period requirements have been satisfied. The Purchaser does not
believe any filing is required under the HSR Act with respect to its
acquisition of Interests contemplated by the Offer.

16. CERTAIN FEES AND EXPENSES.

The Purchaser has retained The Herman Group, Inc. to act as
Information Agent/Depositary in connection with the Offer. They will receive
reasonable and customary compensation for their services. They may contact
holders of Interests by mail, telephone, telegraph and personal interview and
may request banks, trust companies and other custodial or trustee Limited
Partners to forward the Offer material to beneficial owners. They will be
reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under the federal securities laws.

17. MISCELLANEOUS.

The Offer is being made to all Limited Partners, Beneficial Owners and
Assignees, all to the extent known by the Purchaser. The Purchaser is not
aware of any state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to a state statute. If the
Purchaser becomes aware of any state where the making of the Offer is so
prohibited, the Purchaser will make a good faith effort to comply with any such
statute or seek to have such statute declared inapplicable to the Offer. If,
after such good faith effort, the Purchaser cannot comply with any applicable
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) Limited Partners in such state.

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

Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, the Purchaser has filed with the Commission a Tender Offer
Statement on Schedule 14D-1, together with exhibits, furnishing certain
additional information with respect to the Offer. Such Statement 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 with respect to
information concerning the Partnership in "--9. Certain Information Concerning
the Partnership" (except that they will not be available at the regional
offices of the Commission).

-22-
<PAGE> 25
Schedule I
FINANCIAL STATEMENTS OF THE PURCHASER AND LAMBAL INVESTORS, L.P.

WALTON STREET CAPITAL ACQUISITION CO., L.L.C.
BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
ASSETS November 15, 1995
-----------------
<S> <C> <C>
Marketable Securities $5,000,000
---------

Total Assets $5,000,000
=========

LIABILITIES AND MEMBERS' CAPITAL

Liabilities --

Members' Capital:

Contributed Capital $5,000,000
---------

Total Liabilities and Members' Capital $5,000,000
=========
</TABLE>

I-1
<PAGE> 26
LAMBAL INVESTORS, L.P.
BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
ASSETS November 15, 1995
-----------------
<S> <C>
Marketable Securities $1,000,000

Investment in Walton Street Capital Acquisition Co., L.L.C. $4,900,000
----------

Total Assets $5,900,000
=========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities --

Total Partners' Capital $5,900,000
---------

Total Liabilities and
Partners' Capital $5,900,000
=========
</TABLE>

I-2
<PAGE> 27
Facsimile copies of the Letter of Acceptance, properly completed and
duly executed, will be accepted. Questions and requests for assistance may be
directed to the Information Agent/Depositary at the address and telephone
number listed below. Additional copies of this Offer to Purchase, the Letter
of Acceptance and other tender offer materials may be obtained from the
Information Agent/Depositary as set forth below, and will be furnished promptly
at the Purchaser's expense. The Letter of Acceptance and any other required
documents should be sent or delivered by each Limited Partner to the
Information Agent/Depositary at its address set forth below. To be effective,
a duly completed and signed Letter of Acceptance (or facsimile thereof) must be
received by the Information Agent/Depositary at the address (or facsimile
number) set forth below before 12:00 midnight, Eastern Standard Time on Friday,
December 15, 1995.

Walton Street Capital Acquisition Co., L.L.C.
c/o The Herman Group, Inc.
P.O. Box 803248
Dallas, TX 75380-9949

By Hand Delivery:

13760 Noel Road, Suite 320
Dallas, TX 75240

By Facsimile:

(214) 991-4422
or
(214) 991-4432

FOR ADDITIONAL INFORMATION CALL:

(800) 747-2979

<PAGE> 1
EXHIBIT 99.(a)(2)

LETTER OF ACCEPTANCE
TO
TENDER LIMITED PARTNERSHIP INTERESTS
OF
<TABLE>
<S> <C>
BALCOR REALTY INVESTORS LTD. - 82 BALCOR REALTY INVESTORS 85-SERIES I, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR REALTY INVESTORS - 83 BALCOR REALTY INVESTORS 85-SERIES III, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR REALTY INVESTORS - 84 BALCOR REALTY INVESTORS 86-SERIES I, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR EQUITY PROPERTIES LTD. - VIII IDS/BALCOR INCOME PARTNERS, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR EQUITY PROPERTIES - XII
</TABLE>
PURSUANT TO THE OFFER(S) TO PURCHASE DATED NOVEMBER 16, 1995, AS
AMENDED FROM TIME TO TIME
BY
WALTON STREET CAPITAL ACQUISITION CO., L.L.C.

TaxPayer Identification No.:

________________________________________
IN ORDER TO AVOID 31% BACK-UP
WITHHOLDING, INDICATE TAXPAYER I.D. NO.
ON THE LINE ABOVE AND CERTIFY BOXES A,B
OR C ON RESERVE SIDE. SEE INSTRUCTION
3 ATTACHED.

Please indicate changes or corrections to the address printed above.
================================================================================
THE OFFER(S), PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
MIDNIGHT EASTERN STANDARD TIME, ON FRIDAY, DECEMBER 15, 1995, (THE "EXPIRATION
DATE") UNLESS THE OFFER(S) ARE EXTENDED.

The undersigned hereby tender(s) to Walton Street Capital Acquisition
Co., L.L.C., a Delaware limited liability company (the "Purchaser"), the number
of the undersigned's Interests of the Partnership(s) as specified below for the
Purchase Price(s) indicated in the Offer(s) to Purchase herein, net to the
seller in cash without interest thereon, upon the terms and subject to the
conditions set forth in the Offer(s) to Purchase dated November 16, 1995 (the
"Offer(s) to Purchase") and this Letter of Acceptance (the "Letter of
Acceptance"; which together with any supplements or amendments, collectively
constitute the "Offer(s)"), with such Purchase Price(s) being reduced by the
amount of any distribution made by the Partnership(s) as described in the
Offer(s) to Purchase and prior to the Expiration Date. Receipt of the Offer(s)
to Purchase is hereby acknowledged. Capitalized terms used but not defined
herein have the respective meanings assigned in the Offer(s) to Purchase.

Subject to and effective upon acceptance for payment of any of the
Interests tendered hereby in accordance with the terms of the Offer, the
undersigned hereby irrevocably sells, assigns, transfers, conveys and delivers
to, or upon the order of, the Purchaser all rights, title and interest in and
to such Interests tendered hereby that are accepted for payment pursuant to the
Offer, including, without limitation, all rights in, and claims to, any
Partnership profits and losses, cash distributions, voting rights, rights to be
substituted as a Limited Partner of the Partnership, and other benefits of any
nature whatsoever distributable or allocable to such tendered Interests under
the Partnership Agreement. The undersigned hereby irrevocably constitutes and
appoints the Purchaser and any designees of the Purchaser as the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Interests, with the full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to vote or act in
such manner as any such attorney and proxy or substitute shall, in its sole
discretion, deemed proper with respect to such Interests, to deliver such
Interests and transfer ownership of such Interests on the Partnership books
maintained by the General Partner, together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Purchaser and upon
receipt by the Depositary, as the undersigned's agent, of the Purchase Price,
to become a substituted Limited Partner, to receive any and all distributions
made by the Partnership from and after the expiration of the Offer, and to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Interest all in accordance with the terms of the Offer. The Purchaser
reserves the right to transfer or assign, in whole or from time to time in
part, to one or more of its affiliates, the right to Purchase Interests
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 Interests validly
tendered and accepted for payment pursuant to the Offer. Subject to and
effective upon acceptance for payment of any Interests tendered hereby, the
undersigned hereby requests that the Purchaser be admitted to the
Partnership(s) as a "Substitute Limited Partner" under the terms of the
Partnership Agreement(s) of the Partnership(s). Upon request, the undersigned
will execute and deliver additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of Interests tendered hereby and will hold any distributions received
from the Partnership(s) after the Expiration Date in trust for the benefit of
the Purchaser. Upon the purchase of Interests pursuant to the Offer(s), all
prior proxies and consents given by the undersigned with respect to such
Interests will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective).

The undersigned recognizes that, if proration is required pursuant to
the terms of the Offer(s), the Purchaser will accept for payment from among
those Interests validly tendered prior to or on the Expiration Date and not
properly withdrawn, the maximum number of Interests permitted pursuant to the
Offer(s) on a pro rata basis, with adjustments to avoid purchases of certain
fractional Interests, based upon the number of Interests validly tendered prior
to the Expiration Date and not withdrawn.

The undersigned understands that a tender of Interests to the
Purchaser will constitute a binding agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer(s). The
undersigned recognizes that under certain circumstances set forth in the
Offer(s) to Purchase, the Purchaser may not be required to accept for payment
any of the Interests tendered hereby. In such event, the undersigned
understands that any Letter of Acceptance for Interests not accepted for
payment will be destroyed by the Purchaser. Except as stated in the Offer(s)
to Purchase, this tender is irrevocable, provided Interests tendered pursuant
to the Offer may be withdrawn at any time prior to the Expiration Date.

Our records indicate the following with respect to your ownership of
Interests in the Partnerships. IF NO INDICATION IS MARKED BELOW, ALL INTERESTS
LISTED WILL BE DEEMED TO HAVE BEEN TENDERED PURSUANT TO THE OFFER(S).

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF PURCHASE PRICE(S) TOTAL PURCHASE PRICE(S)
PARTNERSHIP(S) INTERESTS OWNED INTERESTS TENDERED PER INTEREST IF ALL INTERESTS TENDERED
<S> <C> <C> <C> <C>

</TABLE>
================================================================================
SIGNATURE BOX
================================================================================
Please sign exactly as your name is printed (or corrected) above. For joint
owners, each joint owner must sign. If signed by the registered holder(s) of the
Interests and payment is to be made directly to that holder(s) or Eligible
Institution, then no signature guarantee is necessary. In all other cases, all
signatures must be guaranteed by an Eligible Institution. (See Instruction 2.)
The signatory hereto hereby certifies under penalties of perjury the Taxpayer
I.D. No. furnished in the blank provided above and the statements in Box A, Box
B and, if applicable, Box C. The undersigned hereby represents and warrants for
the benefit of the Partnership(s) and the Purchaser that the undersigned owns
the Interests tendered, hereby and has full power and authority to validly
tender, sell, assign, transfer, convey and deliver the Interests 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 Interests
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.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer(s) to Purchase, this tender is
irrevocable.

X
- --------------------------------------------------------------------------------
(Signature of Owner) (Date)

X
- --------------------------------------------------------------------------------
(Signature of Co-Owner) (Date)

- --------------------------------------------------------------------------------
(Title)

Telephone (Day) ( )
----------------------------------------------------------------

Telephone (Eve) ( )
----------------------------------------------------------------

GUARANTEE OF SIGNATURE (IF REQUIRED. SEE INSTRUCTION 2)

Name of Firm:
------------------------------------------------------------------
Authorized Signature:
----------------------------------------------------------
================================================================================

PLEASE CAREFULLY READ THE ENCLOSED INSTRUCTIONS AND BOXES A,B AND C ON THE
REVERSE SIDE. FOR INFORMATION AND ASSISTANCE WITH THE OFFER(S), PLEASE CALL:
THE HERMAN GROUP, INC. (800) 747-2979.

FOR INTERESTS TO BE ACCEPTED FOR PURCHASE, LIMITED PARTNERS SHOULD COMPLETE AND
SIGN THIS LETTER OF ACCEPTANCE AND RETURN IT IN THE SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE ENCLOSED, OR BY HAND OR OVERNIGHT DELIVERY TO: THE HERMAN
GROUP, INC., 13760 NOEL ROAD, SUITE 320, DALLAS, TX 75240, OR BY FACSIMILE
(214) 991-4422 OR (214) 991-4432 . DELIVERY OF THIS LETTER OF ACCEPTANCE 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. DO NOT RETURN CERTIFICATES.
<PAGE> 2
CERTIFICATIONS

By signing the Letter of Acceptance in the Signature Box on the
reverse side, the Seller(s) certifies under penalty of perjury, the
representations in Boxes A, B or C below. Please refer to the attached
Instructions for Completing this Letter of Acceptance and Boxes A,B or C below.

================================================================================
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 3 - U.S. PERSONS AND BOX A)

The person signing this Letter of Acceptance hereby certifies the
following to the Purchaser under penalties of perjury:

(i) The Taxpayer Identification No. ("TIN") furnished in the
space provided for that purpose on the front of this Letter
of Acceptance is the correct TIN of the Limited Partner,
unless the Interests are held in an Individual Retirement
Account (IRA); or if this box [ ] is checked, the Limited
Partner has applied for a TIN. If the Limited Partner has
applied for a TIN, a TIN has not been issued to the Limited
Partner, and either: (a) the Limited Partner has mailed or
delivered an application to receive a TIN to the appropriate
IRS Center or Social Security Administration Office, or (b)
the Limited Partner intends to mail or deliver an
application in the near future (it being understood that if
the Limited Partner does not provide a TIN to the Purchaser
within sixty (60) days, 31% of all reportable payments made
to the Limited Partner thereafter will be withheld until a
TIN is provided to the Purchaser); and

(ii) Unless this box [ ] is checked, the Limited Partner is not
subject to backup withholding either because the Limited
Partner: (a) is exempt from backup withholding, (b) has not
been notified by the IRS 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 IRS
that such Limited Partner is no longer subject to backup
withholding.

Note: Place an "X" in the box in (ii) above, if you are unable to
certify that the Limited Partner is not subject to backup withholding.
================================================================================

================================================================================
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 3 - BOX B)

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S.
real property interests plus cash or cash equivalents, and the holder of the
partnership interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Limited Partner's interest in the
Partnership, the person signing this Letter of Acceptance hereby certifies
the following under penalties of perjury:

(i) Unless this box [ ] is checked, the Limited Partner, if an
individual, is a U.S. citizen or a resident alien for
purposes of U.S. income taxation, and if other than 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);

(ii) the Limited Partner's U.S. social security number (for
individuals) or employer identification number (for
non-individuals) is correct as furnished in the blank
provided for that purpose on the front of this Letter of
Acceptance; and

(iii) the Limited Partner's home address (for individuals), or
office address (for non-individuals), is correctly printed
(or corrected) on the front of this Letter of Acceptance.
If a corporation, the jurisdiction of incorporation is
___________________________.

The person signing this Letter of Acceptance understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
================================================================================

================================================================================
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 - BOX C)

By checking this box [ ], the person signing this Letter of Acceptance hereby
certifies under penalties of perjury that the Limited Partner is an "exempt
foreign person" for purposes of the backup withholding rules under the U.S.
federal income tax laws, because the Limited Partner:

(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;

(ii) If an individual, has not been and plans not to be present
in the U.S. for a total of 183 days or more during the
calendar year; and

(iii) Neither engages, nor plans to engage, in a U.S. trade or
business that has effectively connected gains from
transactions with a broker or barter exchange.

================================================================================

FOR INFORMATION OR ASSISTANCE IN COMPLETING THIS LETTER OF ACCEPTANCE,
PLEASE CONTACT THE INFORMATION AGENT

THE HERMAN GROUP, INC.
(800) 747-2979
<PAGE> 3
INSTRUCTIONS FOR COMPLETING LETTER OF ACCEPTANCE
WALTON STREET CAPITAL ACQUISITION CO., L.L.C.
OFFER TO PURCHASE INTERESTS
OF
<TABLE>
<S> <C>
BALCOR REALTY INVESTORS LTD. - 82 BALCOR REALTY INVESTORS 85-SERIES I, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR REALTY INVESTORS - 83 BALCOR REALTY INVESTORS 85-SERIES III, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR REALTY INVESTORS - 84 BALCOR REALTY INVESTORS 86-SERIES I, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR EQUITY PROPERTIES LTD. - VIII IDS/BALCOR INCOME PARTNERS, A REAL ESTATE LIMITED PARTNERSHIP
BALCOR EQUITY PROPERTIES - XII
</TABLE>

================================================================================
FOR ASSISTANCE IN COMPLETING THE LETTER OF ACCEPTANCE CALL:
THE HERMAN GROUP, INC.
AT (800) 747-2979
================================================================================

1. DELIVERY OF LETTER OF ACCEPTANCE. For convenience in responding to
the Offer, a pre-addressed, postage-paid envelope has been enclosed
with the Offer to Purchase. However, to ensure receipt of the Letter
of Acceptance, it is suggested that you use overnight courier delivery
or, if the Letter of Acceptance is to be delivered by United States
mail, that you use certified or registered mail, return receipt
requested.

DO NOT RETURN CERTIFICATES.

To be effective, a duly completed and signed Letter of Acceptance (or
facsimile thereof) must be received by the Information
Agent/Depositary at the address (or facsimile number) set forth below
before the Expiration Date, Midnight, Eastern Standard Time on Friday,
December 15, 1995, unless extended. LETTERS OF ACCEPTANCE WHICH HAVE
BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS MARKED IN THE
"INTERESTS TENDERED" COLUMN, SHALL BE DEEMED TO HAVE TENDERED ALL
INTERESTS PURSUANT TO THE OFFERS.

BY MAIL: THE HERMAN GROUP, INC.
P.O. Box 803248
Dallas, TX 75380-9949

BY HAND DELIVERY: 13760 Noel Road, Suite 320
Dallas, TX 75240

BY FACSIMILE: (214) 991-4422
or
(214) 991-4432

FOR ADDITIONAL INFORMATION CALL: (800) 747-2979

THE METHOD OF DELIVERY OF THE LETTER OF ACCEPTANCE 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 INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY.

2. SIGNATURES. All Limited Partners must sign in the Signature Box on
the front of the Letter of Acceptance. If the Interests are held in
the names of two or more persons, all such persons must sign. When
signing as a general partner, corporate officer, attorney-in-fact,
executor, custodian, administrator or guardian, please give full title
and send proper evidence of authority with this Letter of Acceptance.
With respect to most trusts, the Partnerships will generally require
only the named trustee to sign. For Interests held in a custodial
account for minors, only the signature of the custodian will be
required.

For IRA custodial accounts, the beneficial owner should return the
executed Letter of Acceptance to the Information Agent/Depositary a
specified in Instruction 1 herein. Such Letter of Acceptance will
then be forwarded by the Information Agent/Depositary to the Custodian
for additional execution.

If the Letter of Acceptance is signed by the registered holder of the
Interests and payment is to be made directly to that holder, then no
signature guarantee is required on the Letter of Acceptance.
Similarly, if the Interests 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 (each
an "Eligible Institution"), no signature guarantee is required on the
Letter of Acceptance. However, in all other cases, all signatures on
the Letter of Acceptance must be guaranteed by an Eligible
Institution.

3. U.S. PERSONS. A Limited Partner who or which is a United States
citizen OR a resident alien individual, a domestic corporation, a
domestic partnership, a domestic trust or a domestic estate
(collectively, "United States Persons") as those terms are defined in
the Internal Revenue Code and Income Tax Regulations, should follow
the instructions below with respect to certifying Boxes A and B (on
the reverse side of the Letter of Acceptance).
<PAGE> 4
TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax
backup withholding, the Limited Partner must furnish his/her's or it's
Taxpayer Identification Number in the blank provided for that purpose
on the front of the Letter of Acceptance and certify under penalties
of perjury Box A,B and, if applicable, Box C.

WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE
FOLLOWING NOTE AS A GUIDELINE:

NOTE: INDIVIDUAL ACCOUNTS should reflect their own TIN.
JOINT ACCOUNTS should reflect the TIN of the person whose name
appears first. TRUST ACCOUNTS should reflect the TIN assigned
to the Trust. IRA CUSTODIAL ACCOUNTS should reflect the TIN
of the custodian. CUSTODIAL ACCOUNTS FOR THE BENEFIT OF
MINORS should reflect the TIN of the minor. CORPORATIONS OR
OTHER BUSINESS ENTITIES should reflect the TIN assigned to
that entity. If you need additional information, please see
the enclosed copy of the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.

SUBSTITUTE FORM W-9 - BOX A.

(i) In order to avoid 31% federal income tax backup withholding,
the Limited Partner must provide to the Purchaser in the blank
provided for that purpose on the front of the Letter of
Acceptance the Limited Partner's correct Taxpayer
Identification Number ("TIN") and certify, under penalties of
perjury, that such Limited Partner is not subject to such
backup withholding. The TIN being provided on the Substitute
Form W-9 is that of the registered Limited Partner as
indicated on the front of the Letter of Acceptance. If a
correct TIN is not provided, penalties may be imposed by the
Internal Revenue Service ("IRS"), in addition to the Limited
Partner being subject to backup withholding. Certain Limited
Partners (including, among others, all corporations) are not
subject to backup withholding. Backup withholding is not an
additional tax. If withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.

(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING.

FIRPTA AFFIDAVIT - BOX B. To avoid withholding of tax pursuant to
Section 1445 of the Internal Revenue Code, each Limited Partner who or
which is a United States Person (as defined in Instruction 3 above)
must certify, under penalties of perjury, the Limited Partner's TIN
and address, and that the 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. DO NOT CHECK THE BOX IN BOX B,
PART (ii), UNLESS YOU ARENOT A U.S. PERSON, AS DESCRIBED THEREIN.

4. FOREIGN PERSONS - BOX C. In order for a Limited Partner who is a
foreign person (i.e., not a United States Person as defined in
Instruction 3 above) to qualify as exempt from 31% backup withholding,
such foreign Limited Partner must certify, under penalties of perjury,
the statement in BOX C of this Letter of Acceptance attesting to that
foreign person's status by checking the box in such statement. UNLESS
THE BOX IS CHECKED, SUCH FOREIGN PERSON WILL BE SUBJECT TO 31%
WITHHOLDING OF TAX UNDER SECTION 1445 OF THE CODE.

5. CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted.

6. VALIDITY OF LETTER OF ACCEPTANCE. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a
Letter of Acceptance will be determined by the Purchaser and such
determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including
these instructions for the Letter of Acceptance) also will be final
and binding. The Purchaser will have the right to waive any
irregularities or conditions as to the manner of tendering. Any
irregularities in connection with tenders must be cured within such
time as the Purchaser shall determine unless waived by it.

The Letter of Acceptance will not be valid until any irregularities
have been cured or waived. Neither the Purchaser nor the Information
Agent/Depositary are under any duty to give notification of defects in
a Letter of Acceptance and will incur no liability for failure to give
such notification.

7. ASSIGNEE STATUS. Assignees must provide documentation to the
Information Agent/Depositary which demonstrates, to the satisfaction
of the Purchaser, such person's status as an Assignee.

FOR INFORMATION PLEASE CALL:

[THE HERMAN GROUP INC. LOGO]

(800) 747-2979

<PAGE> 1
EXHIBIT 99.(a)(3)

WALTON STREET CAPITAL ACQUISITION CO., L.L.C.
900 NORTH MICHIGAN AVENUE, 19TH FLOOR
CHICAGO, IL 60611

November 16, 1995

To Limited Partners In Balcor Realty Investors - 83:

Walton Street Capital Acquisition Co., L.L.C., a Delaware limited
liability company (the "Purchaser") is offering to purchase up to 45% of the
outstanding Limited Partnership Interests (the "Interests") in Balcor Realty
Investors - 83 (the "Partnership") for a cash purchase price of $136.00 per
Interest (the "Purchase Price"), net to the seller, upon the terms and subject
to the conditions set forth in the attached Offer to Purchase dated November
16, 1995 and Letter of Acceptance (the "Letter of Acceptance"; which together
with any supplements or amendments, collectively constitute the "Offer").
Unless extended by the Purchaser, the Offer is effective until midnight,
Eastern Standard Time on December 15, 1995. The Offer is not conditioned upon
any minimum number of Interests being tendered, although fractional Interests
will not be accepted.

The purpose of the Offer is to enable the Purchaser to acquire a
significant interest in the Partnership as an investment, based on its
expectation that there may be underlying value in the properties. Our future
plans with respect to the Partnership will depend in part on the Limited
Partners' response to the Offer. If more than the maximum number of Interests
being sought are tendered and not withdrawn prior to the Expiration of the
Offer, we will accept Interests for purchase on a pro rata basis, subject to
certain conditions described in the Offer.

The Offer presents Limited Partners with an opportunity to sell their
Interests prior to the scheduled liquidation of the Partnership and without
incurring the normal Partnership transfer fees or the costs associated with
market sales.

The materials included in this package include important information
concerning the Purchaser, the terms and conditions to the Offer, tax
implications and instructions for tendering your Interests. It is important
that Limited Partners take some time to carefully read the attached Offer, the
Letter of Acceptance and other accompanying materials in order to evaluate the
Offer being made by the Purchaser.

In considering our Offer, Limited Partners should consider the
following factors:

* NO RELIANCE ON INDEPENDENT VALUATION OF INTERESTS. The
Purchase Price is below the Purchaser's estimate of the net
asset value of the Partnership's assets on a per Interest
basis assuming such assets were to be sold today. The
Purchaser has made its own independent analysis in
establishing the Purchase Price. No independent person has
been retained to evaluate or render any opinion with respect
to the fairness of the Purchase Price, and no appraisals have
been obtained by the Purchaser of any of the properties owned
by the Partnership (the "Properties"). When the assets of the
Partnership are ultimately sold, the return to Limited
Partners could be higher or lower than the Purchase Price.
Limited Partners are urged to consider carefully all of the
information contained herein before accepting the Offer.

* PARTNERSHIP TERM. In accordance with the terms of the
Partnership Agreement, the Partnership must sell its assets
and liquidate by December 31, 2032. Although the General
Partner has sold some of the Properties, it is not
<PAGE> 2
required to do so until the year 2032. The Offer provides
Limited Partners with an opportunity to liquidate their entire
investment sooner than otherwise might be possible.

* LACK OF TRADING MARKET. There is no established or regular
trading market for the Interests, nor is there another
reliable standard for determining the fair market value of an
Interest. Limited Partners who desire liquidity may wish to
consider the Offer. The Offer affords Limited Partners an
opportunity to dispose of their Interests for cash, which
alternative otherwise might not be available to them.
However, the Purchase Price is not intended to represent
either the fair market value of an Interest or the fair market
value of the Partnership's assets on a per Interest basis.

* VOTING POWER. Limited Partners cannot participate in the
management or control of the Partnership's business, and
cannot control either the timing or amount of cash
distributions, or the timing or terms of a sale of the
Partnership's assets, except insofar as the Limited Partners
are entitled to vote as permitted by the Partnership
Agreement. If the maximum number of Interests sought are
tendered and accepted for payment pursuant to the Offer, the
Purchaser will own approximately 45% of the outstanding
Interests and could be in a position to influence
significantly decisions of the Partnership on which Limited
Partners are entitled to vote. This could effectively (i)
prevent non-tendering Limited Partners from taking actions
they desire but that the Purchaser opposes and (ii) enable the
Purchaser to take action desired by the Purchaser but opposed
by the non-tendering Limited Partners. Matters upon which the
Limited Partners are entitled to vote under the Partnership
Agreement are: (1) amendment of the Partnership Agreement; (2)
dissolution of the Partnership; (3) removal of the general
partner or a successor general partner; (4) election of a new
general partner upon the withdrawal of the general partner or
a successor general partner; and (5) approval or disapproval
of the sale of all or substantially all of the assets of the
Partnership. Although the Purchaser has no current intention
with regard to any of these matters, it will vote the
Interests acquired pursuant to the Offer in its interest,
which may, or may not, be in the best interests of
non-tendering Limited Partners.

If you desire additional information regarding the Offer or need
assistance in tendering your Interests to the Purchaser, you may call the
Information Agent/Depositary, The Herman Group, Inc. at (800) 747-2979.
Informed and courteous agents are available to assist you.

WALTON STREET CAPITAL ACQUISITION CO., L.L.C.

<PAGE> 1
EXHIBIT 99.(a)(4)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
GIVE THE GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF-- NUMBER OF--
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. An individual's account The individual 8. Assoc., club, religious, The organization
charitable, or
2. Two or more individuals (joint The actual owner of the educational organization
account) account or, if combined account
funds, the first
individual on the
account)(1)

3. Custodian account of a minor The minor(2) 9. Partnership account held The partnership
(Uniform Gift to Minors Act) in the name of the
business

4.a.The usual revocable savings The grantor-trustee(1) 10. Association, club, or other The organization
trust account (grantor is also tax-exempt organization
trustee)

b.So-called trust account that is The actual owner(1) 11. A broker or registered The broker or nominee
not a legal or valid trust under nominee
State law

5. Sole proprietorship account The owner(3) 12. Account with the The public entity
Department of 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. A valid trust, estate, The legal entity (Do
or pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(4)

7. Corporate account The corporation
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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 social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust.

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

<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Advisors Act of
1940 who regularly acts as a broker.
. A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding 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 which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE.-- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1984, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.-- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.-- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE

<PAGE> 1
EXHIBIT 99.(a)(5)

This announcement is neither an offer nor a solicitation of an offer to sell
Interests. Each Offer is being made solely by the Offer to Purchase of Walton
Street Capital Acquisition Co., L.L.C., and is not being made to, nor will
tenders be accepted from or on behalf of, Limited Partners residing in any
jurisdiction in which making or accepting the Offer would violate that
jurisdiction's laws.

NOTICE OF OFFER TO PURCHASE FOR CASH:

UP TO 13,502 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR EQUITY PROPERTIES LTD.
- VIII,
AT $165 NET PER INTEREST

UP TO 16,851 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR EQUITY PROPERTIES -
XII,
AT $164 NET PER INTEREST

UP TO 33,360 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR REALTY INVESTORS LTD. -
82,
AT $87 NET PER INTEREST

UP TO 33,752 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR REALTY INVESTORS - 83,
AT $136 NET PER INTEREST

UP TO 63,000 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR REALTY INVESTORS - 84,
AT $84 NET PER INTEREST

UP TO 37,214 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR REALTY INVESTORS 85 -
SERIES I,
A REAL ESTATE LIMITED PARTNERSHIP, AT $185 NET PER INTEREST

UP TO 26,591 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR REALTY INVESTORS 85 -
SERIES III,
A REAL ESTATE LIMITED PARTNERSHIP, AT $164 NET PER INTEREST

UP TO 26,906 INTERESTS OF LIMITED PARTNERSHIP OF BALCOR REALTY INVESTORS 86 -
SERIES I,
A REAL ESTATE LIMITED PARTNERSHIP, AT $77 NET PER INTEREST

UP TO 33,297 INTERESTS OF LIMITED PARTNERSHIP OF IDS/BALCOR INCOME PARTNERS,
A REAL ESTATE LIMITED PARTNERSHIP, AT $127 NET PER INTEREST

BY
WALTON STREET CAPITAL ACQUISITION CO., L.L.C.

Walton Street Capital Acquisition Co., L.L.C., a Delaware limited
liability company ("Purchaser"), is offering to purchase up to: (i) 13,502 of
the outstanding Limited Partnership Interests of Balcor Equity Properties Ltd.
- - VIII, an Illinois Limited Partnership ("Balcor VIII"), held by the Limited
Partners of Balcor VIII at a purchase price of $165.00 per Interest; (ii)
16,851 of the outstanding Interests of Limited Partnership of Balcor Equity
Properties - XII, an Illinois Limited Partnership ("Balcor XII"), held by the
Limited Partners of Balcor XII at a purchase price of $164.00 per Interest;
(iii) 33,360 of the outstanding Interests of Limited Partnership of Balcor
Realty Investors Ltd. - 82, an Illinois Limited Partnership ("Balcor 82"), held
by the Limited Partners of Balcor 82 at a purchase price of $87.00 per
Interest; (iv) 33,752 of the outstanding Interests of Limited Partnership of
Balcor Realty Investors - 83, an Illinois Limited Partnership ("Balcor 83"),
held by the Limited Partners of Balcor 83 at a purchase price of $136.00 per
Interest; (v) 63,000 of the outstanding Interests of Limited Partnership of
Balcor Realty Investors - 84, an Illinois Limited Partnership ("Balcor 84"),
held by the Limited Partners of Balcor 84 at a purchase price of $84.00 per
Interest; (vi) 37,214 of the outstanding Interests of Limited Partnership of
Balcor Realty Investors 85 - Series I, A Real Estate Limited Partnership, an
Illinois Limited Partnership ("Balcor 85-I"), held by the Limited Partners of
Balcor 85-I at a purchase price of $185.00 per Interest; (vii) 26,591 of the
outstanding Interests of Limited Partnership of Balcor Realty Investors 85 -
Series III, A Real Estate Limited Partnership, an Illinois Limited Partnership
("Balcor 85-III"), held by the Limited Partners of Balcor 85-III at a purchase
price of $164.00 per Interest; (viii) 26,906 of the outstanding Interests of
Limited Partnership of Balcor Realty Investors 86 - Series I, A Real Estate
Limited Partnership, an Illinois Limited Partnership ("Balcor 86-I"), held by
the Limited Partners of Balcor 86-I at a purchase price of $77.00 per Interest;
and (ix) 33,297 of the outstanding Interests of Limited Partnership of
IDS/Balcor Income Partners, A Real Estate Limited Partnership, a Delaware
Limited Partnership ("IDS/Balcor"), held by the Limited Partners of IDS/Balcor
at a purchase price of $127.00 per Interest (each of the Defined Terms a
"Partnership" and collectively the "Partnerships"), in each case, without
interest, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase with respect to each Partnership dated November
16, 1995 and in the related Letter of Acceptance with respect to each
Partnership (which, together with any amendments of supplements thereto,
constitute the "Offer").

THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON DECEMBER 15, 1995,
UNLESS THE OFFER IS EXTENDED.

The Purchaser is making each Offer for investment purposes. Although
the Purchaser does not intend to change current management or the operation of
the Partnership and has no current plans for any extraordinary transaction
involving one or more of the Partnerships, these plans could change in the
future. The Purchaser has been organized for the purpose of making the Offer.
<PAGE> 2
The Offer will expire at 12:00 midnight, Eastern Standard Time, on
December 15, 1995, unless and until the Purchaser, in its sole discretion,
shall have extended the period of time for which the Offer is open (such date
and time, as extended, the "Expiration Date").

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 Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which an offer must
remain open following any material change in the terms of the Offer, other than
a change in price or a change in percentage of securities sought, 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 or a change in
the percentage of securities sought. If prior to the Expiration Date, the
Purchaser increases (other than increases of not more than two percent of the
outstanding Interests) or decreases the number of Interests being sought, or
increases or decreases the consideration offered pursuant to the Offer, and if
the Offer is scheduled to expire at any time earlier than the period ending on
the tenth business day from the date that notice of such increase or decrease
is first published, sent or given to Limited Partners, the Offer will be
extended at least until the expiration of such ten business days. For purposes
of the Offer, a "business day" means any day other than a Saturday, Sunday or
federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, Eastern Standard time.

The Purchaser will be deemed to have accepted for payment and thereby
purchased, Interests validly tendered and not withdrawn, if and when the
Purchaser gives oral notice confirmed in writing or written notice to The
Herman Group, Inc. as Depositary ("Depositary"), of the Purchaser's acceptance
for payment of such Interests pursuant to the Offer. In all cases payment for
the Interests purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of a properly completed and duly executed Letter of
Acceptance (or facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Acceptance.

Tenders of Interests made pursuant to the Offer are irrevocable,
except that Limited Partners who tender their Interests in response to the
Offer will have the right to withdraw their tendered Interests at any time
prior to the Expiration Date or at the latest time and date at which the Offer
is extended by sending a written or facsimile transmission notice of withdrawal
to the Depositary specifying, among other things, the name(s) of the person(s)
who tendered the Interests to be withdrawn. In addition, tendered Interests
may be withdrawn at any time after January 14, 1995, unless the tender has
theretofore been accepted for payment as provided above.

If tendering Limited Partners tender more than the number of Interests
that the Purchaser seeks to purchase pursuant to an Offer, the Purchaser will
take into account the number of Interests so tendered and take up and pay for
as many as may be pro rata, disregarding fractions, according to the number of
Interests tendered by each tendering Limited Partner during the period during
which such Offer remains open with appropriate adjustments to avoid purchases
that would violate the applicable Partnership Agreement.

The terms of the Offer are more fully set forth in the Offers to
Purchase and related Letters of Acceptance (the "Tender Offer Documents") which
may be obtained by written request to the Depositary as set forth below, with
copies furnished at the Purchaser's cost. The Tender Offer Documents contain
terms and conditions and the information required by Rule 14d-6(1)(vii) under
the Exchange Act which are incorporated herein by reference. A request has
been made to each Partnership's general partner pursuant to Rule 14d-5 under
the Exchange Act for the use of its list of Limited Partners for the purpose of
disseminating the Offer to Limited Partners. Upon compliance by the
Partnership with such request, the Tender Offer Documents and, if required,
other relevant materials will be mailed to record holders of Interests,
beneficial owners in the case of Interests owned by Individual Retirement
Accounts or qualified plans, and to the extent known by the Purchaser, persons
who have purchased Interests but have not yet been reflected as Limited
Partners on the books and records of the Partnerships.

THE TENDER OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE DEPOSITARY LISTED
BELOW.

The Depositary for the Offer is:
THE HERMAN GROUP, INC.
13760 NOEL ROAD, SUITE 320
DALLAS, TEXAS 75240
(800) 747-2979

NOVEMBER 16, 1995

<PAGE> 1
EXHIBIT 99.(a)(6)

For Further Information:

AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Ira J. Schulman Dennis Waite
(312) 915-2843 (312) 640-6674

FOR IMMEDIATE RELEASE
- ---------------------

WALTON STREET CAPITAL ACQUISITION CO. ANNOUNCES TENDER
OFFERS FOR NINE REAL ESTATE PARTNERSHIPS SPONSORED BY
BALCOR, INC., A SUBSIDIARY OF AMERICAN EXPRESS

CHICAGO, ILLINOIS, NOVEMBER 16, 1995 -- Walton Street Capital Acquisition Co.,
L.L.C. today announced that it has made tender offers to purchase up to 45
percent of all outstanding partnership units of each of nine separate publicly
held real estate partnerships sponsored by Balcor, Inc., a subsidiary of
American Express. Balcor is presently headquartered in Bannockburn, IL.

The real estate partnerships for which tenders have been announced are:

Balcor Equity Properties Ltd. - VIII
Balcor Equity Properties - XII
Balcor Realty Investors Ltd. - 82
Balcor Realty Investors - 83
Balcor Realty Investors - 84
Balcor Realty Investors 85 - Series I, A Real Estate Limited Partnership
Balcor Realty Investors 85 - Series III, A Real Estate Limited Partnership
Balcor Realty Investors 86 - Series I, A Real Estate Limited Partnership
IDS/Balcor Income Partners, A Real Estate Limited Partnership

Walton Street Capital Acquisition Co., L.L.C., an affiliate of Walton
Street Capital L.L.C., will accept up to 45 percent of the outstanding units of
each of the Balcor Partnerships. These partnerships own a total of 53
properties consisting of approximately 17,000 apartment units in Texas,
Florida, Arizona, California, Georgia and other states.

Walton Street Capital Acquisition Co., L.L.C. reported that it is
acquiring the interests for investment purposes and that it has no current
intention of changing the management or operations of the Balcor Partnerships.

Walton Street Capital, L.L.C. was founded in January 1995 by Neil G.
Bluhm, president of JMB Realty Corp., and other former senior executives of
JMB.

FOR INFORMATION CONTACT:

THE HERMAN GROUP, INC.
(800) 747-2979.