KRUPP REALTY LTD PARTNERSHIP V, SC 14D1, 1996-11-21

KRUPP REALTY LTD PARTNERSHIP V
SC 14D1, 1996-11-21
REAL ESTATE

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<PAGE> 1
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

- --------------------------------------------------------------------------------
KRUPP REALTY LIMITED PARTNERSHIP-V
(Name of Subject Company)

KRESCENT PARTNERS L.L.C.
(Bidder)

UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS
(Title of Class
of Securities)

501128 30 0
(CUSIP Number of Class
of Securities)
- --------------------------------------------------------------------------------
W. Edward Scheetz
Krescent Partners L.L.C.
1301 Avenue of the Americas, 38th Floor
New York, NY 10019

Copy to:
Peter M. Fass
Steven L. Lichtenfeld
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000

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

Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Amount of
Valuation* Filing Fee
--------------------- --------------------
$3,142,500 $628.50
- --------------------------------------------------------------------------------

*For purposes of calculating the filing fee only. This amount assumes
the purchase of 8,380 Units of Investor Limited Partnership Interests ("Units")
of the subject company for $375 per Unit in cash.

{ } 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 date
of its filing.

Amount previously paid: N/A Filing party: N/A
Form or registration no.: N/A Date filed: N/A

(Continued on following pages)
(Page 1 of 7 pages)
<PAGE> 2
Cusip No.: 501128 30 0 14D-1 Page 2 of 7

- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

KRESCENT PARTNERS L.L.C.

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { }
(b) { }

- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

AF; WC

- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(e) or 2(f)
[ ]

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

5 Units of Investor Limited Partnership Interests

- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]

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

Less than 1%

- --------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

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

(a) The name of the subject company is Krupp Realty Limited
Partnership-V, a Massachusetts limited partnership (the "Partnership"), which
has its principal executive offices at 470 Atlantic Avenue, Boston,
Massachusetts 02210.

(b) This Schedule 14D-1 relates to the offer by Krescent
Partners L.L.C., a Delaware limited liability company (the "Purchaser") to
purchase up to 8,380 issued and outstanding Units of Investor Limited
Partnership Interests ("Units") of the Partnership at $375 per Unit less the
amount of any distributions declared or made with respect to the Units between
November 21, 1996 and the date of payment of the purchase price (the "Purchase
Price") for the Units by the Purchaser, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 21, 1996 (the "Offer to Purchase") and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively. Information concerning the number of
outstanding Units is set forth in the Introduction to the Offer to Purchase and
is incorporated herein by reference.

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

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) The information set forth in Section 10 ("Certain
Information Concerning the Purchaser") and Schedule I to the Offer to Purchase
is incorporated herein by reference.

(e) and (f) During the last five years, neither the Purchaser
nor, to the best of its knowledge, any of the persons listed in Schedule I or
referred to in Section 10 ("Certain Information Concerning the Purchaser") of
the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was 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.

(g) The information set forth in Schedule I to the Offer to
Purchase is incorporated herein by reference.

3
<PAGE> 4
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.

(a) None.

(b) The information set forth in Section 11 ("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 Section 12 ("Source of
Funds") of the Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

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

(a)-(b) The information set forth in Section 8 ("Purpose of the
Offer; Future Plans") of the Offer to Purchase is incorporated herein by
reference.

(c)-(e) Not applicable.

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

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Introduction and
Section 10 ("Certain Information Concerning the Purchaser") of the Offer to
Purchase is incorporated herein by reference.

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

The information set forth in Section 10 ("Certain Information
Concerning the Purchaser") and Section 11 ("Background of the Offer") of the
Offer to Purchase is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in Section 16 ("Certain Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.

4
<PAGE> 5
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION.

(a) None.

(b)-(d) The information set forth in Section 15 ("Certain Legal
Matters") of the Offer to Purchase is incorporated herein by reference.

(e) None.

(f) The information set forth in the Offer to Purchase and the
related Letter of Transmittal is incorporated herein in their entirety by
reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

99.(a)(1) Offer to Purchase, dated November 21, 1996.

99.(a)(2) Letter of Transmittal.

99.(a)(3) Cover Letter, dated November 21, 1996, from
Krescent Partners L.L.C. to the holders of Units.

99.(b) None.

99.(c)(1) Settlement Agreement and Release, dated June 27,
1996, between The Krupp Corporation and Liquidity
Financial Group, L.P. (the "Standstill Agreement").

99.(c)(2) First Amendment to Settlement Agreement and
Release, dated October 8, 1996 (the "First
Amendment"), between The Krupp Corporation and
Liquidity Financial Group, L.P.

99.(c)(3) Assumption Agreement, dated November 21, 1996,
between Liquidity Financial Group, L.P. and
Krescent Partners L.L.C. relating to the Standstill
Agreement.

99.(c)(4) Option Agreement, dated as of November 21, 1996,
between Liquidity Financial Group, L.P. and Apollo
Real Estate Investment Fund II, L.P.

99.(c)(5) Letter Agreement, dated November 19, 1996, between
Krescent Partners L.L.C. and The Krupp Corporation
relating to the admission of Krescent Partners
L.L.C. as a Substitute Limited Partner.

99.(d) None.

99.(e) Not applicable.

99.(f) None.

5
<PAGE> 6
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 21, 1996

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners Inc., its
managing member

By: /s/ W. Edward Scheetz
Name: W. Edward Scheetz
Title: President

6
<PAGE> 7
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------- -----
<S> <C>
99.(a)(1) Offer to Purchase, dated November 21, 1996

99.(a)(2) Letter of Transmittal

99.(a)(3) Cover Letter, dated November 21, 1996, from Krescent
Partners L.L.C. to the holders of Units

99.(c)(1) Settlement Agreement and Release, dated June 27, 1996,
between The Krupp Corporation and Liquidity Financial
Group, L.P. (as amended by the First Amendment, the
"Standstill Agreement")

99.(c)(2) First Amendment to Settlement Agreement and Release, dated
October 8, 1996 (the "First Amendment"), between The Krupp
Corporation and Liquidity Financial Group, L.P.

99.(c)(3) Assumption Agreement, dated November 21, 1996, between
Liquidity Financial Group, L.P. and Krescent Partners
L.L.C. relating to the Standstill Agreement

99.(c)(4) Option Agreement, dated November 21, 1996, between
Liquidity Financial Group, L.P. and Apollo Real Estate
Investment Fund II, L.P.

99.(c)(5) Letter Agreement, dated November 19, 1996, between
Krescent Partners L.L.C. and The Krupp Corporation
relating to the admission of Krescent Partners L.L.C. as a
Substitute Limited Partner
</TABLE>

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

OFFER TO PURCHASE FOR CASH
UP TO 8,380 UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS
of
KRUPP REALTY LIMITED PARTNERSHIP-V
at
$375 NET PER UNIT OF INVESTOR LIMITED PARTNERSHIP INTEREST
by
KRESCENT PARTNERS L.L.C.

***************************************************************************
* *
* THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT *
* 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 20, 1996, UNLESS *
* EXTENDED. *
* *
***************************************************************************

Krescent Partners L.L.C., a Delaware limited liability company (the
"Purchaser"), hereby offers to purchase up to 8,380 of the issued and
outstanding Units of Investor Limited Partnership Interests (the "Units") of
Krupp Realty Limited Partnership-V, a Massachusetts limited partnership (the
"Partnership"), at a purchase price of $375 per Unit, net to the seller in cash
(the "Purchase Price"), without interest thereon, 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 Transmittal, as each may be supplemented, modified
or amended from time to time (which together constitute the "Offer"). The
Purchase Price will be automatically reduced by the aggregate amount of
distributions per Unit, if any, made or declared by the Partnership after
November 21, 1996 and on or prior to the Expiration Date (as defined in Section
1 ("Terms of the Offer")). In addition, if a distribution is made or declared
after the Expiration Date but prior to the date on which the Purchaser pays the
Purchase Price for the tendered Units, the Purchaser will offset the amount
otherwise due a holder of Units (a "Unitholder") pursuant to the Offer in
respect of the tendered Units which have been accepted for payment but not yet
paid for by the amount of any such distribution. UNITHOLDERS WHO TENDER THEIR
UNITS WILL NOT BE OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER
FEES, WHICH COMMISSIONS AND FEES WILL BE BORNE BY THE PURCHASER. The 8,380
Units sought pursuant to the Offer represent, to the best knowledge of the
Purchaser, approximately 24% of the Units outstanding as of the date of this
Offer.

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

THE PURCHASER IS NOT AFFILIATED WITH THE GENERAL PARTNERS OF THE
PARTNERSHIP.

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

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING
TENDERED. IF, AS OF THE EXPIRATION DATE, MORE THAN 8,380 UNITS ARE
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN, THE PURCHASER WILL ONLY
ACCEPT FOR PURCHASE ON A PRO RATA BASIS 8,380 UNITS, SUBJECT TO THE
TERMS AND CONDITIONS HEREIN. SEE SECTION 14 ("CONDITIONS OF THE
OFFER"). A UNITHOLDER MAY TENDER ANY OR ALL UNITS OWNED BY SUCH
UNITHOLDER; HOWEVER, TENDERS OF LESS THAN ALL UNITS OWNED BY A
UNITHOLDER THAT WOULD RESULT IN SUCH UNITHOLDER HOLDING LESS THAN 10
UNITS OR FRACTIONAL UNITS WILL NOT BE ACCEPTED.

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

Before tendering, Unitholders are urged to consider the following factors:

. Although the Purchaser cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price could
differ significantly from the net proceeds that would be realized from a
current sale of the properties owned by the Partnership (the
"Properties") or that may be realized upon a future liquidation of the
Partnership. See Section 13 ("Purchase Price Considerations").

. If the Purchaser is successful in acquiring a significant number of
Units pursuant to the Offer, the Purchaser could, after the Standstill
Expiration Date (as such term is defined in the Glossary), be in a
position to significantly influence all Partnership decisions on which
Unitholders may vote, including decisions regarding removal of any
General Partner, merger, sales of assets and liquidation of the
Partnership.
<PAGE> 2
IMPORTANT

Any (i) Unitholder, (ii) beneficial owner, in the case of Units owned by
Individual Retirement Accounts, Keogh Plans or qualified plans (a "Beneficial
Owner"), or (iii) person who has purchased Units but has not yet been reflected
on the Partnership's books as an Investor Limited Partner (an "Assignee"),
desiring to tender any or all of such person's Units should either (1) complete
and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance
with the instructions in the Letter of Transmittal and mail or deliver the
Letter of Transmittal, or a facsimile copy thereof, and any other required
documents to The Herman Group, Inc. (the "Information Agent/Depositary"), at
the address or facsimile number set forth below, 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 Unitholders 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 below. Requests for additional copies of this Offer to
Purchase, the Letter of Transmittal and other related documents may be directed
to the Information Agent/Depositary.

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 TRANSMITTAL. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

EACH UNITHOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE,
THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS.

FOR ADDITIONAL INFORMATION CALL:

THE HERMAN GROUP, INC.
2121 SAN JACINTO STREET
26TH FLOOR
DALLAS, TX 75201
TELEPHONE: (800) 738-5516
FACSIMILE: (214) 999-9348 OR (214) 999-9323

ii
<PAGE> 3
TABLE OF CONTENTS

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

THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1. Terms of the Offer . . . . . . . . . . . . . . . . . . . . . 4
2. Proration; Acceptance for Payment and Payment for Units . . 4
3. Procedures for Tendering Units . . . . . . . . . . . . . . . 5
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . 7
5. Extension of Tender Period; Termination; Amendment . . . . . 8
6. Certain Federal Income Tax Consequences . . . . . . . . . . 8
7. Effects of the Offer. . . . . . . . . . . . . . . . . . . . 11
8. Purpose of the Offer; Future Plans . . . . . . . . . . . . . 12
9. Certain Information Concerning the Partnership . . . . . . . 12
10. Certain Information Concerning the Purchaser . . . . . . . . 15
11. Background Of The Offer. . . . . . . . . . . . . . . . . . . 16
12. Source Of Funds . . . . . . . . . . . . . . . . . . . . . . 17
13. Purchase Price Considerations . . . . . . . . . . . . . . . 18
14. Conditions of the Offer. . . . . . . . . . . . . . . . . . . 19
15. Certain Legal Matters. . . . . . . . . . . . . . . . . . . . 20
16. Certain Fees and Expenses. . . . . . . . . . . . . . . . . . 21
17. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 21

Appendix A. Glossary . . . . . . . . . . . . . . . . . . . . . . A-1

Schedule I. Information with respect to the executive officers and
directors of AP-GP Prom Partners Inc. . . . . . . . . S-1
</TABLE>

iii
<PAGE> 4
TO THE HOLDERS OF UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS OF KRUPP
REALTY LIMITED PARTNERSHIP-V:

INTRODUCTION

Krescent Partners L.L.C., a Delaware limited liability company (the
"Purchaser"), hereby offers to purchase up to 8,380 of the issued and
outstanding Units of Investor Limited Partnership Interests (the "Units") of
Krupp Realty Limited Partnership-V, a Massachusetts limited partnership (the
"Partnership"), at a purchase price of $375 per Unit, 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 Transmittal, as each may be supplemented, modified or
amended from time to time (which together constitute the "Offer"). The
Purchase Price will be automatically reduced by the aggregate amount of
distributions per Unit, if any, made or declared by the Partnership after
November 21, 1996 and on or prior to the Expiration Date (as defined in Section
1 ("Terms of the Offer")). In addition, if a distribution is made or declared
after the Expiration Date but prior to the date on which the Purchaser pays the
Purchase Price for the tendered Units, the Purchaser will offset the amount
otherwise due a Unitholder pursuant to the Offer in respect of the tendered
Units which have been accepted for payment but not yet paid for by the amount
of any such distribution. Unitholders who tender their Units will not be
obligated to pay any commissions or partnership transfer fees, which
commissions and transfer fees will be borne by the Purchaser. The 8,380 Units
sought pursuant to the Offer represent, to the best knowledge of the Purchaser,
approximately 24% of the Units issued and outstanding as of the date of this
Offer.

THE PURCHASER IS NOT AFFILIATED WITH THE GENERAL PARTNERS OF THE
PARTNERSHIP (THE "GENERAL PARTNERS"). THE OFFER IS NOT CONDITIONED UPON ANY
MINIMUM NUMBER OF UNITS BEING TENDERED. IF, AS OF THE EXPIRATION DATE, MORE
THAN 8,380 UNITS ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN, THE PURCHASER
WILL ONLY ACCEPT FOR PURCHASE ON A PRO RATA BASIS 8,380 UNITS, SUBJECT TO THE
TERMS AND CONDITIONS HEREIN. SEE SECTION 14 ("CONDITIONS OF THE OFFER"). A
UNITHOLDER MAY TENDER ANY OR ALL UNITS OWNED BY SUCH UNITHOLDER; HOWEVER,
TENDERS OF LESS THAN ALL UNITS OWNED BY A UNITHOLDER THAT WOULD RESULT IN SUCH
UNITHOLDER HOLDING LESS THAN 10 UNITS OR FRACTIONAL UNITS WILL NOT BE ACCEPTED.

The Purchaser is making this Offer because it believes that the Units
represent an attractive investment at the price offered. There can be no
assurance, however, that the Purchaser's judgment is correct, and, as a result,
ownership of Units (either by the Purchaser or Unitholders who retain their
Units) will remain a speculative investment. The Purchaser is acquiring the
Units for investment purposes and has no current plan to change current
management or the operations of the Partnership or effectuate any extraordinary
transaction involving the Partnership.

In considering the Offer, Unitholders are urged to consider the
following factors:

. Although the Purchaser cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price could
differ significantly from the net proceeds that would be realized on a
per Unit basis from a current sale of the Partnership's Properties or
that may be realized upon a future liquidation of the Partnership. See
Section 13 ("Purchase Price Considerations").

. The Purchaser is making the Offer with a view to making a profit.
Accordingly, there may be a conflict between the desire of the Purchaser
to acquire the Units at a low price and the desire of the Unitholders to
sell their Units at a high price. Upon the liquidation of the
Partnership, the Purchaser will benefit to the extent, if any, that the
amount per Unit it receives in the liquidation exceeds the Purchase
Price, if any. Therefore, Unitholders might receive more value if they
hold their Units, rather than tender, and receive proceeds from the
liquidation of the Partnership. Alternatively, Unitholders may prefer
to receive the Purchase Price now rather than wait for uncertain future
net liquidation proceeds. No independent person has been retained to
evaluate or render any opinion with respect to the fairness of the
Purchase Price and no representation is made by the Purchaser or any
affiliate of the Purchaser as to such fairness. When the assets of the
Partnership are ultimately sold, the return to Unitholders could be
higher or lower than the Purchase Price. Unitholders are urged to
consider carefully all of the information contained herein before
accepting the Offer.
<PAGE> 5
. If the Purchaser is successful in acquiring a significant number of
Units pursuant to the Offer, and following the expiration of the
Standstill Agreement on the Standstill Expiration Date (as such terms
are defined in the Glossary), the Purchaser could be in a position to
significantly influence all Partnership decisions on which Investor
Limited Partners may vote. If the maximum number of Units sought by the
Purchaser are tendered and accepted for payment pursuant to the Offer,
the Purchaser will own approximately 24% of the outstanding Units.
After the Standstill Expiration Date, this could effectively (i) prevent
non-tendering Unitholders from taking actions they desire but that the
Purchaser opposes and (ii) enable the Purchaser to take action desired
by it but opposed by non-tendering Unitholders. Under the Partnership
Agreement, a majority in interest of the Investor Limited Partners are
entitled to take action with respect to a variety of matters, including:
termination of the Partnership; removal of any General Partner; approval
or disapproval of the sale of all or substantially all of the
Partnership's assets; and most types of amendments to the Partnership
Agreement. Although the Purchaser has no current intentions with regard
to any of these matters, it will, following the Standstill Expiration
Date, vote the Units acquired pursuant to the Offer in its interest,
which may, or may not, be in the best interest of non-tendering
Unitholders. Until the Standstill Expiration Date, the Purchaser has
agreed to vote its Units in the same proportion to the votes of all
other Investor Limited Partners who vote on any proposal.

. Unitholders who sell Units are expected to recognize taxable gain, which
will be in an amount in excess of the cash received by the Unitholders.

Unitholders may no longer wish to continue with their investment in the
Partnership for a number of reasons, including:

. Although not necessarily an indication of value, the $375 Purchase Price
is approximately a 35% premium over the $278.22 weighted average
selling price for Units reported for the limited secondary market during
the six-month period ended September 30, 1996. See Section 13
("Purchase Price Considerations"). Such secondary market selling price
does not take into account commissions charged by secondary market
makers effectuating such sales which the Purchaser believes, based on a
typical 10 Unit sales transaction, range from 5% to 8.75% of the sales
price (which would result in a reduction of the net proceeds to the
seller of at least $13.91 per Unit).

. The Offer will provide Unitholders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with market sales or partnership transfer
fees.

. The Purchaser believes that, based on the experience of its financial
advisor, Liquidity Financial Advisors, Inc. ("Liquidity Financial"), in
its efforts to obtain a list of Unitholders from the General Partners,
it may be difficult for third parties to obtain a Unitholder list from
the General Partners. If the General Partners resist the efforts of
other third parties to obtain a list of Unitholders, such action could
impede or delay the commencement of other tender offers for the Units.
There can be no assurance, however, that the General Partners will
resist the effort of third parties to obtain a list of Unitholders or
that other tender offers for the Units will not be commenced.

. Because the Purchaser is subject to the restrictions set forth in the
Standstill Agreement until the Standstill Expiration Date, the Purchaser
will not, until the expiration of such date, be able to remove and
replace the General Partners or cause any extraordinary transaction with
respect to the Partnership. Therefore, future returns from an
investment in the Units will continue to depend, in part, on the actions
or inactions of the General Partners. In addition, Unitholders are
advised that the Purchaser does not have any current plans to remove or
replace the General Partners or to effectuate any extraordinary
transactions involving the Partnership.

. Although there are some limited resale mechanisms available to the
Unitholders wishing to sell their Units, there is no formal trading
market for the Units. The Partnership's Form 10-K for the year ended
December 31, 1995 (the "Form 10-K") states: "There is no public market
for the Units and it is not anticipated that any such public market will
develop." Accordingly, Unitholders who desire liquidity may wish to
consider the Offer. The Offer affords a significant number of
Unitholders an opportunity to dispose of their Units for cash, which
alternative otherwise might not be available to them. However,

2
<PAGE> 6
the Purchase Price is not intended to represent either the fair market
value of a Unit or the fair market value of the Partnership's assets on
a per Unit basis.

. General disenchantment with real estate investments.

. General disenchantment with long-term investments in limited
partnerships because of, among other things, their illiquidity and the
inability of Unitholders to effectuate management control over the
Partnership's affairs through the annual election of the General
Partners. Unitholders should note, however, that they do have the right
to remove the General Partners by the majority vote.

. The Offer may be attractive to certain Unitholders who wish in the
future to avoid the expenses, delays and complications in filing complex
income tax returns which result from an ownership of Units. In
addition, certain Unitholders who sell 100% of their Units pursuant to
the Offer will no longer be subject to the passive activity loss
limitation with respect to "suspended" losses attributable to those
Units and, therefore, will be able to utilize fully any such losses.

. The Offer provides Unitholders with the opportunity to liquidate their
Units and to reinvest the proceeds in other investments should they
desire to do so. The Purchaser believes that the Units represent an
attractive investment at the Purchase Price. There can be no assurance,
however, that this judgment is correct. Ownership of Units will remain
a speculative investment.

Following the completion of the Offer, the Purchaser and its affiliates
may acquire additional Units; provided, however, until the Standstill
Expiration Date, the Purchaser may not acquire, directly or indirectly, more
than 25% of the Units. Any such acquisitions may be made through private
purchases, through one or more future tender offers or by any other means
deemed advisable, and may be at prices higher or lower than the price to be
paid for the Units purchased pursuant to the Offer. See Section 8 ("Purpose of
the Offer; Future Plans").

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. See Section 7 ("Effects of the Offer"). A
Unitholder may tender any or all of his or her Units; however, tenders of less
than all Units owned by a Unitholder that would result in such Unitholder
holding less than 10 Units or fractional Units will not be accepted.

According to the Form 10-K, as of December 31, 1995, there were 35,200
Units issued and outstanding, held of record by approximately 2,500
Unitholders. The Purchaser owns five Units.

Except as otherwise indicated, information contained in this Offer to
Purchase is based upon documents and reports publicly filed by the Partnership
with the Commission. Although the Purchaser has no information that any
statements contained in this Offer to Purchase are untrue, the Purchaser does
not take responsibility for the accuracy or completeness of any information
contained in this Offer to Purchase which is derived from such public
documents, or for any failure by the Partnership to disclose events which may
have occurred and may affect the significance or accuracy of any such
information but which are unknown to the Purchaser.

Each Unitholder must make his or her own decision based on his or her
particular circumstances. Unitholders should consult with their respective
advisors about the financial, tax, legal and other implications to them of
accepting the Offer. UNITHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND THE OTHER ACCOMPANYING MATERIALS CAREFULLY
BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.

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<PAGE> 7
THE TENDER OFFER

1. TERMS OF THE OFFER.

Upon the terms of the Offer (including the terms and conditions of any
extension or amendment of the Offer), the Purchaser will accept for payment and
pay for up to 8,380 Units that are validly tendered on or prior to the
Expiration Date (as hereinafter defined) and not withdrawn in accordance with
Section 4 ("Withdrawal Rights"). The term "Expiration Date" shall mean 12:00
midnight, New York City time, on December 20, 1996, unless the Purchaser, in
its sole discretion, shall have extended the period of time during which the
Offer is open, in which event the term "Expiration Date" shall refer to the
latest time and date at which the Offer, as so extended by the Purchaser, will
expire.

IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE
PURCHASE PRICE OFFERED TO UNITHOLDERS, SUCH INCREASED PURCHASE PRICE SHALL BE
PAID FOR ALL UNITS ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT
SUCH UNITS WERE TENDERED PRIOR TO THE INCREASE IN CONSIDERATION.

The Offer is conditioned upon satisfaction of certain conditions. See
Section 14 (which sets forth in full the conditions of the Offer). The
Purchaser reserves the right (but shall not be obligated), in its sole
discretion, to waive any or all of such conditions. If, on or prior to the
Expiration Date, any or all of such conditions have not been satisfied or
waived, the Purchaser may (i) decline to purchase any of the Units tendered,
terminate the Offer and return all tendered Units to tendering Unitholders,
(ii) waive all the then unsatisfied conditions and, subject to complying with
applicable rules and regulations of the Commission, purchase all Units validly
tendered, (iii) extend the Offer and, subject to the right of Unitholders to
withdraw Units until the Expiration Date, retain the Units that have been
tendered during the period or periods for which the Offer is extended, or (iv)
amend the Offer. The rights reserved by the Purchaser in this paragraph are in
addition to the Purchaser's right to terminate the Offer at any time prior to
acceptance of tendered Units for payment.

The Purchaser's financial advisor, Liquidity Financial, provided the
Purchaser with a list of the Unitholders, and this Offer to Purchase, the
related Letter of Transmittal and, if required, any other relevant materials
are being mailed to Unitholders, Beneficial Owners and Assignees who hold
Units, to the extent their names and addresses are on this list.

2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.

If more than 8,380 Units are validly tendered on or prior to the
Expiration Date and not properly withdrawn on or 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 of 8,380 Units so tendered,
pro rata according to the number of Units validly tendered and not properly
withdrawn on or prior to the Expiration Date, with appropriate adjustments to
(i) avoid purchases of fractional Units and (ii) purchases that would violate
Section 10.4 of the Partnership Agreement (collectively, the "Transfer
Restrictions"). If the number of Units validly tendered and not properly
withdrawn on or prior to the Expiration Date is less than or equal to 8,380
Units, the Purchaser will purchase all Units so tendered and not properly
withdrawn, upon the terms and subject to the conditions of the Offer.

In the event that proration of tendered Units is required, and because
of the difficulty of determining the proration results, the Purchaser may not
be able to announce the final results of such proration until at least
approximately seven business days after the Expiration Date. Subject to the
Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), to pay Unitholders the Purchase Price in
respect of Units tendered or return those Units promptly after the termination
or withdrawal of the Offer, the Purchaser does not intend to pay for any Units
accepted for payment pursuant to the Offer until the final proration results
are known.

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<PAGE> 8
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 Units validly tendered and not withdrawn in accordance
with Section 4 on or prior to the Expiration Date as promptly as practicable
following the Expiration Date. In addition, subject to applicable rules of the
Commission, the Purchaser expressly reserves the right to delay acceptance for
payment of, or payment for, Units pending receipt of any regulatory or
governmental approvals specified in Section 15 ("Certain Legal Matters") or
pending receipt of any additional documentation required by the Letter of
Transmittal. In all cases, payment for Units accepted for payment pursuant to
the Offer will be made only after timely receipt by the Information
Agent/Depositary of (a) the Letter of Transmittal (or a facsimile copy thereof)
properly completed and duly executed, with required medallion signature
guarantees, and (b) any other documents required by the Letter of Transmittal.

For purposes of the Offer, the Purchaser shall be deemed to have
accepted for payment tendered Units when, as and if the Purchaser gives oral or
written notice to the Information Agent/Depositary of the Purchaser's
acceptance for payment of such Units pursuant to the Offer. No tender of Units
will be deemed to have been validly made until all defects and irregularities
with respect to such tender have been cured or waived. Upon the terms and
subject to the conditions of the Offer, payment for Units tendered and accepted
for payment pursuant to the Offer will in all cases be made by deposit of the
Purchase Price with the Information Agent/Depositary, which will act as agent
for the tendering Unitholders for the purpose of receiving payment from the
Purchaser and transmitting payment to tendering Unitholders.

The Purchase Price will automatically be reduced by the aggregate amount
of distributions per Unit, if any, made or declared by the Partnership after
November 21, 1996 and on or prior to the Expiration Date. In addition, if a
distribution is made or declared after the Expiration Date but prior to the
date on which the Purchaser pays for tendered Units, the Purchaser will offset
the amount otherwise due to a Unitholder pursuant to the Offer in respect of
tendered Units which have been accepted for payment but not yet paid for by the
amount of any such distribution. UNDER NO CIRCUMSTANCES WILL THE PURCHASER PAY
INTEREST ON THE PURCHASE PRICE FOR UNITS.

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

3. PROCEDURES FOR TENDERING UNITS.

VALID TENDER. For Units to be validly tendered pursuant to the Offer, a
Letter of Transmittal (or a facsimile copy thereof), properly completed and
duly executed, together with any other documents required by the Letter of
Transmittal, must be received by the Information Agent/Depositary at its
address on the back cover page of the Offer to Purchase on or prior to the
Expiration Date. A Unitholder may tender any or all Units owned by such
Unitholder; however, in order to comply with the Transfer Restrictions, tenders
of less than all Units owned by a Unitholder that would result in such
Unitholder holding less than 10 Units or fractional Units will not be accepted.
See Instruction 1 to the Letter of Transmittal.

IN ORDER FOR A TENDERING UNITHOLDER TO PARTICIPATE IN THE OFFER, UNITS
MUST BE VALIDLY TENDERED AND NOT WITHDRAWN ON OR PRIOR TO THE EXPIRATION DATE,
WHICH IS 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 20, 1996, UNLESS
EXTENDED.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND
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

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<PAGE> 9
IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY. SEE INSTRUCTION 1 TO THE LETTER OF TRANSMITTAL.

SIGNATURE GUARANTEES. The signature(s) on the Letter of Transmittal
must be medallion guaranteed by a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or
agency in the United States, a brokerage firm that is a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. (the "NASD") as provided in the Letter of
Transmittal. See Instruction 2 of the Letter of Transmittal.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible
application of backup federal income tax withholding with respect to payment of
the Purchase Price pursuant to the offer, a tendering Unitholder must provide
the Purchaser with such Unitholder's correct taxpayer identification number or
social security number by completing the Substitute Form W-9 included in the
Letter of Transmittal. See Instruction 3 to the Letter of Transmittal.

FIRPTA WITHHOLDING. To prevent the withholding of federal income tax in
an amount equal to 10% of the sum of the Purchase Price plus the amount of
Partnership liabilities allocable to each Unit purchased, each Unitholder must
complete the FIRPTA Affidavit included in the Letter of Transmittal certifying
such Unitholder's taxpayer identification number and address and that the
Unitholder is not a foreign person. See Instruction 3 to the Letter of
Transmittal.

APPOINTMENT AS PROXY; POWER OF ATTORNEY. By executing and delivering
the Letter of Transmittal, a tendering Unitholder irrevocably appoints the
Purchaser and the designees of the Purchaser and each of them as such
Unitholder's proxies, with full power of substitution, in the manner set forth
in the Letter of Transmittal, each with full power of substitution, to the full
extent of such Unitholder's rights with respect to the Units tendered by such
Unitholder and accepted for payment by the Purchaser (and with respect to any
and all other Units or other securities issued or issuable in respect of such
Units on or after the date hereof). All such proxies shall be considered
irrevocable and coupled with an interest in the tendered Units. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts such Units for payment. Upon such acceptance for payment, all prior
proxies given by such Unitholder with respect to such Units (and such other
Units and securities) will be revoked without further action, and no subsequent
proxies may be given nor any subsequent written consents executed (and, if
given or executed, will not be deemed effective). The Purchaser and its
designees will, with respect to the Units (and such other Units and securities)
for which such appointment is effective, be empowered to exercise all voting
and other rights of such Unitholder as they in their sole discretion may deem
proper at any meeting of Unitholders 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 Units to be deemed
validly tendered, immediately upon the Purchaser's payment for such Units, the
Purchaser must be able to exercise full voting rights with respect to such
Units and other securities, including voting at any meeting of Investor Limited
Partners.

In addition, pursuant to such appointment as attorneys-in-fact, the
Purchaser and its designees each will have the power, among other things, (i)
to seek to transfer ownership of such Units on the Partnership's books (and
execute and deliver any accompanying evidences of transfer and authenticity any
of them may deem necessary or appropriate in connection therewith, including,
without limitation, any documents or instruments required to be executed under
a "Transferor's (Seller's) Application for Transfer" created by the NASD, if
required), (ii) upon receipt by the Information Agent/Depositary (as the
tendering Unitholder's agent) of the Purchase Price, to become a Substitute
Limited Partner, to receive any and all distributions made by the Partnership
after the Expiration Date, and to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Units in accordance with the terms
of the Offer, (iii) to execute and deliver to the Partnership and/or the
General Partners (as the case may be) a change of address form instructing the
Partnership to send any and all future distributions to which the Purchaser is
entitled pursuant to the terms of the Offer in respect of tendered Units to the
address specified in such form, and (iv) to endorse any check payable to or
upon the order of such Unitholder representing a distribution to which the
Purchaser is entitled pursuant to the terms of the Offer, in each case on
behalf of the tendering Unitholder.

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<PAGE> 10
ASSIGNMENT OF ENTIRE INTEREST IN THE PARTNERSHIP. By executing and
delivering the Letter of Transmittal, a tendering Unitholder irrevocably
assigns to the Purchaser and its assigns all of the, direct and indirect,
right, title and interest of such Unitholder in the Partnership with respect to
the Units tendered and purchased pursuant to the Offer, including, without
limitation, such Unitholder's right, title and interest in and to any and all
distributions made by the Partnership after the Expiration Date in respect of
the Units tendered by such Unitholder and accepted for payment by the
Purchaser, regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. By executing and
delivering the Letter of Transmittal, a tendering Unitholder (i) represents
that the assignment of Units pursuant to the terms of the Offer are made in
accordance with all applicable laws and regulations and (ii) expressly intends
that the Purchaser become a Substitute Limited Partner. The Purchaser will
seek to become a Substitute Limited Partner in accordance with the Partnership
Agreement upon consummation of the Offer.

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 Units 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 Units of any particular Unitholder
whether or not similar defects or irregularities are waived in the case of
other Unitholders.

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 a Unit.

The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be
final and binding. No tender of Units will be deemed to have been validly made
until all defects and irregularities with respect to such tender 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 Units tendered pursuant to the
procedures described above will constitute a binding agreement between the
tendering Unitholder and the Purchaser upon the terms and subject to the
conditions of the Offer.

4. WITHDRAWAL RIGHTS.

Tenders of Units made pursuant to the Offer are irrevocable, except that
Units tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in
this Offer to Purchase, may also be withdrawn at any time after January 20,
1997.

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Information
Agent/Depositary at the 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 Units to be withdrawn, the number of Units to be
withdrawn and the name(s) of the registered holder(s) of the Units, if
different from that of the person(s) who tendered such Units. Such notice of
withdrawal must also be signed by the same person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed
(including medallion signature guarantees). If the Units are held in the name
of two or more persons, all such persons must sign the notice of withdrawal.
Any Units properly withdrawn will be deemed not validly tendered for purposes
of the Offer, but may be re-tendered at any subsequent time prior to the
Expiration Date by following the procedures described in Section 3 ("Procedures
for Tendering Units").

If, for any reason whatsoever, acceptance for payment of any Units
tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept
for payment or pay for Units 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
Units and such Units may not be withdrawn except to the extent that the
tendering Unitholder is entitled to and duly exercises withdrawal rights as
described herein. The reservation

7
<PAGE> 11
by the Purchaser of the right to delay the acceptance or purchase of or payment
for Units is subject to the provisions of Rule 14e-1(c) under the Exchange Act,
which requires the Purchaser to pay the consideration offered or return Units
tendered by or on behalf of Unitholders promptly after the termination or
withdrawal of the Offer.

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, in its sole discretion and regardless
of whether any of the conditions set forth in Section 14 ("Conditions of the
Offer") shall have been satisfied, at any time and from time to time, (i) to
extend the period of time during which the Offer is open and thereby delay
acceptance for payment of, and the payment for, any Units, (ii) to terminate
the Offer and not accept for payment any Units not already accepted for payment
or paid for, and (iii) to amend the Offer in any respect by giving oral or
written notice of such amendment to the Information Agent/Depositary.

If the Purchaser increases or decreases either the number of the Units
being sought or the consideration to be paid for any Units 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 Unitholders 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 Section 14 ("Conditions of the
Offer") shall not have been satisfied and so long as Units have not theretofore
been accepted for payment, to delay (except as otherwise required by applicable
law) acceptance for payment of or payment for Units or to terminate the Offer
and not accept for payment or pay for Units.

If the Purchaser extends the period of time during which the Offer is
open, delays acceptance for payment of or payment for Units or is unable to
accept for payment or pay for Units 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 Units tendered,
and such Units may not be withdrawn except as otherwise provided under Section
4 ("Withdrawal Rights"). The reservation by the Purchaser of the right to
delay acceptance for payment of or payment for Units is subject to applicable
law, which requires that the Purchaser pay the consideration offered or return
the Units deposited by or on behalf of Unitholders promptly after the
termination or withdrawal of the Offer.

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., New York City time, on
the next business day after the previously scheduled Expiration Date.

6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following summary is a general discussion of certain federal income
tax consequences of a sale of Units pursuant to the Offer assuming that the
Partnership is a partnership for federal income tax purposes and that it is not
a "publicly traded partnership" as defined in Section 7704 of the Internal
Revenue Code of 1986, as amended (the "Code"). This summary is based on the
Code, applicable Treasury Regulations thereunder,

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<PAGE> 12
administrative rulings, practice and procedures and judicial authority as of
the date of the Offer. All of the foregoing are subject to change, and any
such change could affect the continuing accuracy of this summary. This summary
does not discuss all aspects of federal income taxation that may be relevant to
a particular Unitholder in light of such Unitholder's specific circumstances or
to certain types of Unitholders 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 Units 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 UNITHOLDER SHOULD CONSULT HIS OR ITS TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF SELLING UNITS PURSUANT TO THE
OFFER.

CONSEQUENCES TO TENDERING UNITHOLDER. A Unitholder will recognize gain
or loss on a sale of Units pursuant to the Offer equal to the difference
between (i) the Unitholder's "amount realized" on the sale and (ii) the
Unitholder's adjusted tax basis in the Units sold. The "amount realized" with
respect to a Unit sold pursuant to the Offer will be a sum equal to the amount
of cash received by the Unitholder for the Unit plus the amount of Partnership
liabilities allocable to the Unit (as determined under Code Section 752). The
amount of a Unitholder's adjusted tax basis in Units sold pursuant to the Offer
will vary depending upon the Unitholder's particular circumstances, and will be
affected by both allocations of Partnership income, gain or loss, and any cash
distributions made by the Partnership to a Unitholder with respect to such
Units. In this regard, tendering Unitholders will be allocated a pro rata
share of the Partnership's taxable income or loss with respect to Units sold
pursuant to the Offer through the effective date of the sale.

A Unitholder who acquired Units pursuant to the original offering of
Units by the Partnership is expected to recognize a taxable gain on a sale of
Units pursuant to the Offer. The amount of the taxable gain is expected to
exceed the amount of cash to be received by the Unitholder.

In general, the character (as capital or ordinary) of a Unitholder's
gain or loss on a sale of a Unit pursuant to the Offer will be determined by
allocating the Unitholder's amount realized on the sale and his adjusted tax
basis in the Units sold between "Section 751 items," which are "substantially
appreciated inventory" and "unrealized receivables" (including depreciation
recapture) as defined in Code Section 751, and non-Section 751 items. The
difference between the portion of the Unitholder's amount realized that is
allocable to Section 751 items and the portion of the Unitholder's adjusted tax
basis in the Units sold that is so allocable will be treated as ordinary income
or loss, and the difference between the Unitholder's remaining amount realized
and adjusted tax basis will be treated as capital gain or loss assuming the
Units were held by the Unitholder as a capital asset. The Purchaser believes
that substantially all of any tax gain realized on a sale of Units pursuant to
the Offer will be treated as a capital gain under these rules.

A Unitholder's capital gain (if any) or loss on a sale of Units pursuant
to the Offer will be treated as long-term capital gain or loss if the
Unitholder's holding period for the Units exceeds one year. Under current law
(which is subject to change), long-term capital gains of individuals and other
non-corporate taxpayers are taxed at a maximum marginal federal income tax rate
of 28%, whereas the maximum marginal federal income tax rate for other income
of such persons is 39.6%. Capital losses are deductible only to the extent of
capital gains, except that non-corporate taxpayers may deduct up to $3,000 of
capital losses in excess of the amount of their capital gains against ordinary
income. Excess capital losses generally can be carried forward to succeeding
years (a corporation's carryforward period is five years and a non-corporate
taxpayer can carry forward such losses indefinitely); in addition,
corporations, but not non-corporate taxpayers, are allowed to carry back excess
capital losses to the three preceding taxable years.

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.
A Unitholder with "suspended" passive activity losses (i.e., net tax losses in
excess of statutorily provided "phase-in" amounts) from the Partnership
generally will be entitled to offset such losses against any income or gain
recognized by the Unitholder on a sale of his Units pursuant to the Offer. If
a Unitholder is unable to sell all his Units, the deductibility of any unused
losses would continue to be subject to the passive activity loss limitation
until the Unitholder sells his remaining Units. See Section 7 ("Effects of the
Offer").

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<PAGE> 13
A Unitholder (other than corporations and certain foreign individuals)
who tenders Units may be subject to 31% backup withholding unless the
Unitholder provides a taxpayer identification number ("TIN") and certifies that
the TIN is correct or properly certifies that he is awaiting a TIN. A
Unitholder may avoid backup withholding by properly completing and signing the
Substitute Form W-9 included as part of the Letter of Transmittal. IF A
UNITHOLDER WHO IS SUBJECT TO BACKUP WITHHOLDING DOES NOT PROPERLY COMPLETE AND
SIGN THE SUBSTITUTE FORM W-9, THE PURCHASER WILL WITHHOLD 31% FROM PAYMENTS TO
SUCH UNITHOLDER. SEE INSTRUCTION 3 TO THE LETTER OF TRANSMITTAL.

Gain realized by a foreign Unitholder on a sale of a Unit 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 Unitholder from the Purchase Price payable to such
Unitholder unless the Unitholder properly completes and signs the FIRPTA
Affidavit included as part of the Letter of Transmittal certifying the
Unitholder's TIN, that such Unitholder is not a foreign person and the
Unitholder's address. Amounts withheld would be creditable against a foreign
Unitholder's federal income tax liability and, if in excess thereof, a refund
could be obtained from the Internal Revenue Service by filing a U.S. income tax
return.

CONSEQUENCES TO A NON-TENDERING UNITHOLDER. The Purchaser does not
anticipate that a Unitholder who does not tender his or its Units 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 Units 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) of the Partnership
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
Units 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
Unitholder's tax basis in his or her Units, 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 Units to the extent such purchase would cause a
termination of the Partnership for federal income tax purposes.

CONSEQUENCES TO A TAX-EXEMPT UNITHOLDER. Although certain entities are
generally exempt from federal income taxation, such tax-exempt entities
(including Individual Retirement Accounts (each an "IRA")) are subject to
federal income tax on any "unrelated business taxable income" ("UBTI"). UBTI
generally includes, among other things, income (other than, in the case of
property which is not "debt-financed property", interest, dividends, real
property rents not dependent upon income or profits, and gain from disposition
of non-inventory property) derived by certain trusts (including IRAs) from a
trade or business or by certain other tax-exempt organizations from a trade or
business, the conduct of which is not substantially related to the exercise of
such organization's charitable, educational or other exempt purpose and income
to the extent derived from debt-financed property. Subject to certain
exceptions, "debt-financed property" is generally any property which is held to
produce income and with respect to which there is an "acquisition indebtedness"
at any time during the taxable year. Acquisition indebtedness is generally
indebtedness incurred by a tax-exempt entity directly or through a partnership:
(i) in acquiring or improving a property; (ii) before acquiring or improving a
property if the indebtedness would not have been incurred but for such
acquisition or improvement; or (iii) after acquiring or improving a property if
the indebtedness would not have been incurred but for such acquisition or
improvement and the incurrence of such indebtedness was reasonably foreseeable
at the time of the acquisition or improvement.

To the extent the Partnership holds debt financed property or inventory
or other assets as a dealer, a tax-exempt Unitholder (including an IRA) could
realize UBTI on the sale of a Partnership interest. In addition, a tax-

10
<PAGE> 14

exempt Unitholder will realize UBTI upon the sale of a Unit, if such Unitholder
held its Units as inventory or otherwise as dealer property, or acquired its
Units with acquisition indebtedness. However, any UBTI recognized by a
tax-exempt Unitholder as a result of a sale of a Unit, in general, may be
offset by such Unitholder's net operating loss carryover (determined without
taking into account any amount of income or deduction which is excluded in
computing UBTI), subject to applicable limitations.

EACH TAX-EXEMPT UNITHOLDER SHOULD CONSULT ITS TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF SELLING OR NOT SELLING UNITS
PURSUANT TO THE OFFER.

7. EFFECTS OF THE OFFER.

CERTAIN RESTRICTIONS ON TRANSFER OF INTERESTS. The Partnership
Agreement restricts transfers of Units if, among other things, in the opinion
of counsel to the Partnership a transfer would cause a termination of the
Partnership for federal income tax purposes (which termination will occur when
Units representing 50% or more of the total Partnership capital and profits are
transferred within a twelve-month period). Consequently, sales of Units in 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 Units during such
twelve-month period which the General Partners believe may cause a tax
termination. The Purchaser does not intend to purchase Units to the extent
such purchase would cause a termination of the Partnership. See Section 6
("Federal Income Tax Considerations--Consequences to a Non-Tendering
Unitholder") and Section 14 ("Conditions of the Offer").

EFFECT ON TRADING MARKET; REGISTRATION UNDER SECTION 12(G) OF THE
EXCHANGE ACT. If a substantial number of Units are purchased pursuant to the
Offer, the result will be a reduction in the number of Unitholders. In the
case of certain kinds of equity securities like the Units, a reduction in the
number of securityholders might be expected to result in a reduction in the
liquidity and volume of activity in the trading market for the security. The
Form 10-K states: "There is no public market for the Units and it is not
anticipated that any such public market will develop." Therefore, the
Purchaser does not believe a reduction in the number of Unitholders will
materially further restrict the Unitholders' ability to find purchasers for
their Units through secondary market transactions.

Partnership Profiles, Inc., which publishes The Partnership Spectrum,
tracks recent trades in certain limited partnership interests. For the six
months ended September 30, 1996, The Partnership Spectrum reports that a total
of 135 Units traded at per Unit prices between $260 and $360 with a weighted
average of $278.22 per Unit. The most recent issue of The Partnership Spectrum
(September/October 1996) indicates that ten Units traded in the period from
August 1, 1996 through September 30, 1996 at a price of $360 per Unit.

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

CONTROL OF ALL UNITHOLDER VOTING DECISIONS BY PURCHASER. The Purchaser
will have the right to vote each Unit purchased pursuant to the Offer. If the
Purchaser is successful in acquiring a significant number of Units pursuant to
the Offer, and following the Standstill Expiration Date, the Purchaser could be
in a position to significantly influence all Partnership decisions on which
Investor Limited Partners may vote. If the maximum number of Units sought by
the Purchaser are tendered and accepted for payment pursuant to the Offer, the
Purchaser will own approximately 24% of the outstanding Units. After the
Standstill Expiration Date, this would effectively (i) prevent non-tendering
Unitholders from taking action they desire but that the Purchaser opposes and
(ii) enable the Purchaser to take action desired by it but opposed by non-
tendering Unitholders. Under the Partnership Agreement, a majority in interest
of the Investor Limited Partners are entitled to take action with respect to a
variety of matters, including: removal of any General Partner; termination of
the Partnership; sale of all or substantially all of the Partnership's
properties; and most types of amendments to the Partnership

11
<PAGE> 15
Agreement. Although the Purchaser has no current intentions with regard to any
of these matters, it will, following the Standstill Expiration Date, vote the
Units acquired pursuant to the Offer in its interest, which may, or may not, be
in the best interest of non-tendering Unitholders. Until the Standstill
Expiration Date, the Purchaser has agreed to vote its Units in the same
proportion to the votes of all other Investor Limited Partners who vote on any
proposals. See Section 8 ("Purpose of the Offer; Future Plans") for certain
contractual limitations of the Purchaser regarding its participation in certain
extraordinary transactions involving the Partnership, including the
solicitation of proxies to replace the General Partners.

8. PURPOSE OF THE OFFER; FUTURE PLANS.

PURPOSE OF THE OFFER. The purpose of the Offer is to enable the
Purchaser to acquire a significant interest in the Partnership for investment
purposes based on its expectation that there may be underlying value in the
Properties. The Purchaser does not currently intend to change current
management or the operation of the Partnership and does not have current plans
for any extraordinary transaction involving the Partnership. However, these
plans could change at any time in the future. If the Purchaser's plans with
respect to the Partnership change in the future, the ability of the Purchaser
to influence actions on which Investor Limited Partners have a right to vote
will depend on the Unitholders' response to the Offer (i.e., the number of
Units tendered). If the Purchaser acquires only a few Units pursuant to the
Offer, it would not be in a position to influence matters over which Investor
Limited Partners have a right to vote. Conversely, if the maximum number of
Units sought are tendered and accepted for payment pursuant to the Offer, the
Purchaser will own approximately 24% of the issued and outstanding Units and,
as a result, will, following the Standstill Expiration Date, be in a position
to exert significant control over matters on which Investor Limited Partners
have a right to vote. The purchase of the Units will allow the Purchaser to
benefit from any of the following: (a) any cash distributions from Partnership
operations in the ordinary course of business; (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.

FUTURE PLANS. Following the completion of the Offer and subject to the
terms of the Standstill Agreement, the Purchaser and its affiliates may acquire
additional Units. Any such acquisition may be made through private purchases,
through one or more future tender offers or by any other means deemed
advisable, and may be at prices higher or lower than the price to be paid for
the Units purchased to the Offer.

Pursuant to an Assumption Agreement dated November 21, 1996 between the
Purchaser and Liquidity Financial Group, L.P., an affiliate of Liquidity
Financial (a copy of which has been filed as Exhibit (c)(3) to the Purchaser's
Tender Offer Statement on Schedule 14D-1 filed with the Commission on November
21, 1996), the Purchaser agreed to become bound by the restrictions set forth
in the Standstill Agreement. As a result, the Purchaser agreed that, prior to
the Standstill Expiration Date, it will not and it will cause certain
affiliates not to (i) acquire, attempt to acquire or make a proposal to
acquire, directly or indirectly, more than 25% of the outstanding Units, (ii)
propose or propose to enter into, directly or indirectly, any merger,
consolidation, business combination, sale or acquisition of assets,
liquidation, dissolution or other similar transaction involving the
Partnership, (iii) make, or in any way participate, directly or indirectly, in
any solicitation of "proxies" or "consents" (as such terms are used in the
proxy rules of the Commission) to vote, or seek to advise or influence any
person with respect to the voting of any voting securities of the Partnership,
(iv) form, join or otherwise participate in a "group" (within the meaning of
Section 13(d)(3) of the Exchange Act)) with respect to any voting securities of
the Partnership, provided, however, that those affiliates bound by the
Standstill Agreement will not be deemed to be acting in a "group" in violation
of it solely by virtue of voting in compliance with the Standstill Agreement,
(v) sell, transfer or assign any Units to any person or entity bound by the
terms and conditions of the Standstill Agreement, (vi) disclose any intention,
plan or arrangement inconsistent with the terms of the Standstill Agreement, or
(vii) loan money to, advise, assist or encourage any person in connection with
any action restricted or prohibited by the terms of the Standstill Agreement.

9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.

Information included herein concerning the Partnership is derived from
the Partnership's publicly-filed reports. Additional financial and other
information concerning the Partnership is contained in the Partnership's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the
Commission. Such reports and other documents may be examined and copies may be
obtained from the offices of the Commission

12
<PAGE> 16
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Web
site at http://www.sec.gov. Copies should be available by mail upon payment of
the Commission's customary charges by writing to the Commission's principal
offices at 450 Fifth Street, N.W., Washington, D.C. 20549. The Purchaser
disclaims any responsibility for the information included in such reports and
extracted in this Offer to Purchase.

THE PARTNERSHIP'S ASSETS AND BUSINESS. The Partnership is a limited
partnership formed in 1983 under the laws of the Commonwealth of Massachusetts.
Its principal executive offices are located at 470 Atlantic Avenue, Boston,
Massachusetts 02210. Its telephone number is (617) 423-2233.

The principal business of the Partnership is investing in, operating,
refinancing and ultimately disposing of the properties and related assets of
the Partnership.

As of December 31, 1995, the Partnership had leveraged investments in
two apartment complexes having an aggregate of 1,349 units. One of the
complexes has an additional 20,000 square feet of leasable commercial space.

A summary of the Partnership's real estate investments is presented
below.

<TABLE>
<CAPTION>
Year of Total Units/ Average Occupancy December 31,
Description Acquisition Leasable Sq. Ft. 1995 1994 1993 1992 1991
----------- ----------- ---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Century II Apts.
Cockeysville, Maryland 1984 468 Units 92% 92% 91% 93% 93%

Park Place Tower Apts.
Chicago, Illinois 1984 901 Units/ 94% 94% 94% 92% 91%

20,000 Sq. Ft. 83% 83% 80% 83% 83%
</TABLE>

The Partnership's interest in Century II Apartments is subject to an
$11,000,000 non-recourse first mortgage. The mortgage note bears interest at
10.625% per annum and matures on May 1, 1999. The outstanding principal
balance of the mortgage note as of December 31, 1995 was $10,590,450. The
mortgage note is payable in equal monthly installments of principal and
interest of $104,844 based on a 25-year amortization schedule and may be
prepaid subject to a prepayment premium equal to 10% of the outstanding
balance, less 0.185% of the outstanding balance per calendar month expired
after June 1, 1994.

The Partnership's interest in Park Place Tower Apartments is subject to
a $33,000,000 non-recourse first mortgage. The mortgage note held by the U.S.
Department of Housing and Urban Development ("HUD") bears interest at 6.75% per
annum and matures on May 1, 2024. The outstanding principal balance of the
mortgage note as of December 31, 1995 was $32,210,504. The mortgage note is
payable in equal monthly installments of principal and interest of $212,783,
based on a 31-year amortization. The mortgage note may not be prepaid until
October 1, 1998, after which it may be prepaid subject to a declining
prepayment premium beginning at 5% of the outstanding principal balance. As
stipulated in the regulatory agreement with HUD, the Partnership makes monthly
deposits of $17,743 in an established reserve to be used for improvements.
Under the terms of the loan, HUD restricts the Partnership's distributions of
funds to Surplus Cash (as defined by HUD in the regulatory Agreement).

13
<PAGE> 17
SELECTED FINANCIAL DATA. Set forth below is a summary of certain
financial data for the Partnership which has been excerpted from the Form 10-K
and the Form 10-Q. More comprehensive financial and other information is
included in such reports and other documents filed by the Partnership with the
Commission, and the following summary is qualified in its entirety by reference
to such reports and other documents and all the financial information and
related notes contained therein.

Consolidated Statements of Operations
For the Nine Months Ended September 30, 1996 and 1995
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------

1996 1995
---- ----
<S> <C> <C>
Revenue:
Rental . . . . . . . . . . . . . . . . $ 10,032,114 $ 10,558,041
Interest income . . . . . . . . . . . . 120,297 92,524
------------ ------------
Total revenue . . . . . . . . . 10,152,411 10,650,565
Expenses:
Operating . . . . . . . . . . . . . . . 2,905,598 2,861,819
Maintenance . . . . . . . . . . . . . . 612,665 625,373
General and administrative . . . . . . 74,835 117,677
Real estate taxes . . . . . . . . . . . 1,130,881 1,685,133
Management fees . . . . . . . . . . . . 349,586 392,201
Depreciation and amortization . . . . . 2,477,521 2,562,587
Interest . . . . . . . . . . . . . . . 2,584,814 2,850,359
------------ ------------
Total expenses . . . . . . . . . 10,135,900 11,095,149
Income (loss) before gain on sale of property
and extraordinary loss . . . . . . . . . . . . 16,511 (444,584)
Gain on sale of property . . . . . . . . . . . -- 3,271,459
Income before extraordinary loss . . . . . . . 16,511 2,826,875
Extraordinary loss from early extinguishment of
debt . . . . . . . . . . . . . . . . . . . . . -- (93,215)
Net Income . . . . . . . . . . . . . . . . . . 16,511 2,733,660
Allocation of net income:
Investor Limited Partners (35,200 Units
outstanding) . . . . . . . . . . . . . . . . . 15,355 2,706,323
Per Unit of Investor Limited Partner Interest:
Income (loss) before gain on sale of
property and extraordinary loss . . . . .44 (12.51)
Gain on sale of property . . . . . . . -- 92.01
Extraordinary loss . . . . . . . . . . -- (2.62)
Net income . . . . . . . . . . . . . . .44 76.88
Original Limited Partner:
Income before gain on sale of property
and extraordinary loss . . . . . . . . 991 --
Gain on sale of property . . . . . . . -- --
Extraordinary loss . . . . . . . . . . -- --
Net Income . . . . . . . . . . . . . . 991 --
General Partners:
Income (loss) before gain on sale of and
extraordinary loss . . . . . . . . . . 165 (4,446)
Gain on sale of property . . . . . . . -- 32,715
Extraordinary loss . . . . . . . . . . -- (932)
Net Income . . . . . . . . . . . . . . 165 27,337
</TABLE>

14
<PAGE> 18
<TABLE>
<CAPTION>
Selected Financial Data

1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Total revenue . . . . . . . . . . . $13,839,760 $13,652,413 $13,684,206 $14,117,452 $14,517,166

Loss before gain (loss) from
capital transactions . . . . . . (795,377) (1,450,214) (3,921,897) (2,786,658) (3,869,880)

Partnership's share of gain on
sale of joint venture . . . . . . . - - - 3,875,915 -

Gain (loss) on sale of property . . 3,265,789 - - (399,316) -

Income (loss) before
extraordinary loss . . . . . . . 2,470,412 (1,450,214) (3,921,879) 689,941 (3,869,880)

Extraordinary loss . . . . . . . . (93,215) - - - -

Net income (loss) . . . . . . . . . 2,377,197 (1,450,214) (3,921,897) 689,941 (3,869,880)

Allocation of net income (loss):

Investor Limited Partners . . . . 2,353,425 (1,435,712) (3,882,678) 683,042 (3,831,181)

Per Unit . . . . . . . . . . . . 66.86 (40.79) (110.30) 19.41 (108.84)

Original Limited Partner . . . . - - - - -

General Partners . . . . . . . . 23,772 (14,502) (39,219) 6,899 (38,699)

Total assets at December 31, . . . 38,555,732 42,604,180 45,011,823 48,787,088 53,123,075

Long-term obligations at
December 31, . . . . . . . . . . 42,273,669 46,805,538 47,392,245 47,255,125 47,509,912

Distributions to Partners:
Investor Limited Partners . . . . - - 25,936 - -

Per Unit - Investor Limited
Partners . . . . . . . . . . . - - .74 - -

Original Limited Partner . . . . - - 1,673 - -

General Partners . . . . . . . . - - 279 - -
</TABLE>

The Selected Financial Data results for the periods presented above are
not comparable due to the following events: (a) Marine Terrace was sold on July
19, 1995; (b) Lakeview Towers, a property owned in a joint venture with an
affiliate, was sold on August 28, 1992; and (c) Fieldcrest Apartments was sold
on August 5, 1992.

10. CERTAIN INFORMATION CONCERNING THE PURCHASER.

The Purchaser was organized for the purpose of acquiring the Units
pursuant to the Offer. The principal executive office of the Purchaser is at
1301 Avenue of the Americas, 38th Floor, New York, New York 10019. The
managing member of the Purchaser (the "Managing Member") is AP-GP Prom Partners
Inc., a newly-formed Delaware corporation which is ultimately controlled by
Apollo Real Estate Capital Advisors II, Inc. ("Advisors"), as general partner
of Apollo Real Estate Advisors II, L.P. ("AREA II"), the general partner of
Apollo Real Estate Investment Fund II, L.P., a recently formed private real
estate investment fund and the sole shareholder of the Managing Member. Since
its inception, the directors of Advisors have been Leon D. Black and John J.
Hannan, who were founding principals of Apollo Advisors, L.P., the respective
managing general partner of Apollo Investment Fund, L.P., AIF II, L.P. and
Apollo Investment Fund III, L.P., private securities investment funds, and,
together with William L. Mack, of Apollo Real Estate Advisors, L.P. ("AREA")
and AREA II, the respective managing general partners of Apollo Real Estate
Investment Fund, L.P. and Apollo Real Estate Investment

15
<PAGE> 19
Fund II, L.P. Mr. Mack has been the President and Managing Partner of the Mack
Organization, a national owner and developer of and investor in office and
industrial buildings as well as other commercial properties principally in the
New York/New Jersey metropolitan area as well as throughout the United States
since 1963. The business address for Messrs. Black, Hannan and Mack is 1301
Avenue of the Americas, New York, New York 10019.

For certain information concerning the executive officers and directors
of the Managing Member, see Schedule I to this Offer to Purchase.

Except as otherwise set forth in this Offer to Purchase or Schedule I
hereto, (1) neither the Purchaser, the Managing Member, Advisors, and to the
best of Purchaser's knowledge, the persons listed on Schedule I, nor any
affiliate of the foregoing beneficially owns or has a right to acquire any
Units, (2) neither the Purchaser, the Managing Member, Advisors, and to the
best of Purchaser's knowledge, the persons listed on Schedule I, nor any
affiliate thereof or director, executive officer or subsidiary of the Managing
Member or Advisors has effected any transaction in the Units within the past 60
days, (3) neither the Purchaser, the Managing Member, Advisors, and to the best
of Purchaser's knowledge, any of the persons listed on Schedule I, nor any
director or executive officer of the Managing Member or Advisors 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, (4) there have been no transactions or business
relationships which would be required to be disclosed under the rules and
regulations of the Commission between any of the Purchaser, the Managing
Member, Advisors, or, to the best of Purchaser's knowledge, the persons listed
on Schedule I, on the one hand, and the Partnership or its affiliates, on the
other hand, and (5) there have been no contracts, negotiations or transactions
between the Purchaser, the Managing Member, Advisors, or, to the best of
Purchaser's knowledge, the persons listed on Schedule I, on the one hand, and
the Partnership or its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets.

The Purchaser owns five Units, which represents less than 1% of the
number of Units outstanding as reported in the Form 10-K (the most recently
available filing containing such information). The Purchaser acquired such
five Units on November 1, 1996 from an affiliate of Liquidity Financial at a
price per Unit of $375.

Liquidity Financial, a registered investment advisor, is acting as
financial advisor to the Purchaser in connection with the Offer and has
provided certain financial advisory services to the Purchaser in connection
with the Offer. See Section 11 ("Background of the Offer").

11. BACKGROUND OF THE OFFER.

In late 1994, representatives of Liquidity Financial met with
representatives of AREA and AREA II to discuss a possible financial advisory
relationship between the parties. Specifically, Liquidity Financial proposed
to act as financial advisor to AREA with respect to strategic investments in
limited partnerships which are not controlled by AREA. Negotiations regarding
this proposed financial advisory relationship continued through the winter of
1995 and ultimately culminated the execution in March 1995 of an agreement in
principle (the "1995 Agreement in Principle"). During the spring and summer of
1995, Liquidity Financial and AREA discussed the terms of a number of potential
tender offers for limited partnership interests, however no specific terms were
agreed on and no tender offers involving Liquidity Financial and AREA and their
respective affiliates were commenced. Ultimately, the 1995 Agreement in
Principle terminated pursuant to its terms.

Liquidity Financial has advised the Purchaser that following the
termination of the 1995 Agreement in Principle it continued its business of
evaluating limited partnerships and utilized its position as a limited partner
to obtain lists of limited partners from a number of partnerships in which it
held interests. As part of its business, Liquidity Financial Group, L.P.
("LFG"), an affiliate of Liquidity Financial, requested in writing a list of
Unitholders from the Partnership in February 1996. Subsequent oral and written
requests for this list were made by representatives of LFG to representatives
of the Partnership in February 1996 through May 1996. During May 1996, an LFG
representative met with a representative of the Partnership for the purpose of
negotiating an agreement pursuant to which the Partnership would release the
list of Unitholders to LFG. Such negotiations

16
<PAGE> 20
culminated in the execution of the Standstill Agreement in June 1996, at which
time a list of Unitholders was delivered to LFG. LFG and the Partnership
subsequently agreed in October 1996 to amend the Standstill Agreement for the
purpose of clarifying the definition of the term "group" as used therein. The
Standstill Agreement requires LFG and its affiliates (which includes Liquidity
Financial) to cause any party which enters into an advisory relationship with
it relating to the Partnership to become bound by the terms of the agreement.

In July 1996, representatives of Liquidity Financial contacted
representatives of AREA II for the purpose of exploring a possible new
financial advisory relationship between Liquidity Financial and AREA II. These
discussions continued throughout the summer of 1996 and culminated in the
execution of a new Agreement in Principle in September 1996 (the "1996
Agreement in Principle"). The 1996 Agreement in Principle outlines the terms
of a financial advisory relationship between Liquidity Financial and its
affiliates and AREA II and its affiliates with respect to certain tender offers
for limited partnership interests. The 1996 Agreement in Principle identified
the Partnership as a potential target for such tender offers.

On October 24, 1996, a representative of LFG contacted a representative
of the Partnership to request, on behalf of the Purchaser, that the General
Partners agree to admit Purchaser as a Substitute Limited Partner upon
Purchaser's acceptance of Units for payment pursuant to the terms of the Offer.
During that conversation, the Partnership's representative indicated that in
order to agree to this admission, the Partnership needed to be satisfied that
consummation of the Offer would not cause the Partnership to be classified as a
"publicly-traded partnership" (a "PTP") for tax purposes. Later that day, a
memorandum from Purchaser's counsel was sent to the Partnership concluding that
the Offer would not cause it to be a PTP and a letter agreement was sent to one
of the General Partners requesting such admission as a Substitute Limited
Partner. On October 29, 1996, counsel for the Partnership, in a letter to LFG,
responded to the memorandum prepared by the Purchaser's counsel. During the
week of November 4th, counsel for the Purchaser and counsel for the Partnership
continued to discuss the PTP status issue. On November 11, 1996, counsel for
the Purchaser and counsel for the Partnership agreed on a form of opinion
letter regarding the PTP issue that would be delivered upon the Purchaser's
admission as a Substitute Limited Partner. On November 12, 1996, LFG provided
the Partnership with notice that the Purchaser planned to commence the Offer
five business days after the Partnership's receipt of this notice. On November
14, 1996, LFG requested a current list of Unitholders and the lists of
securityholders of various entities affiliated with the Partnership, which list
was received by LFG on November 19, 1996. Also on November 19, 1996, a General
Partner of the Partnership executed a letter to the Purchaser indicating its
agreement to admit the Purchaser, or cause the Purchaser to be admitted, as a
Substitute Limited Partner (i) upon the Purchaser's payment for Units pursuant
to the Offer, (ii) upon delivery of an opinion of Purchaser's counsel that the
Offer would not cause the Partnership to be a PTP and (iii) upon delivery, in
satisfactory form, of the Partnership's standard transfer paperwork, payment of
standard transfer fee and satisfaction of any other standard ministerial
matter. On November 20, 1996, a representative of the Purchaser contacted a
representative of the Partnership for the purpose of confirming the
commencement date of the Offer and the fact that Purchaser does not have any
current plan to change the current management or the operations of the
Partnership.

On November 21, 1996, immediately prior to the commencement of this
Offer, (i) Liquidity Financial and the Purchaser entered into a definitive
advisory agreement (the "Advisory Agreement") relating to the Offer, and (ii)
Liquidity Financial provided the Purchaser with its list of Unitholders.
Pursuant to the terms of an option agreement, dated November 21, 1996,
Liquidity Financial Group, L.P., an affiliate of Liquidity Financial, has the
option, for the 6 month period following the Purchaser's acceptance for payment
of the tendered Units, to acquire, indirectly through a member of the
Purchaser, up to a 5% interest in the Purchaser.

12. SOURCE OF FUNDS.

The Purchaser expects that approximately $3,142,500 (exclusive of fees
and expenses) would be required to purchase the Units sought pursuant to the
Offer, if tendered. The Purchaser presently contemplates that it will obtain
all of such funds from capital contributions from its members who have an
aggregate net worth substantially in excess of the amount required to purchase
the Units. One of the Purchaser's members, Apollo Real Estate Investment Fund
II, L.P., has capital commitments from institutional and other investors for
aggregate amounts that exceed $500 million. However, the Purchaser may seek to
obtain debt financing to facilitate the purchase of Units, but no commitment
has been obtained for any such debt financing.

17
<PAGE> 21
13. PURCHASE PRICE CONSIDERATIONS.

The Purchaser has set the Purchase Price at $375 net per Unit (subject
to adjustment as set forth in this Offer to Purchase). The Purchaser
established the Purchase Price by analyzing a number of quantitative and
qualitative factors including: (i) the absence of a significant number of
recent secondary market resales of the Units; (ii) the lack of liquidity of an
investment in the Partnership; (iii) the costs to the Purchaser associated with
acquiring the Units; (iv) the administrative costs of continuing to own the
Partnership's assets through a publicly registered limited partnership; (v) the
possibility that Unitholders may realize taxable income in excess of tax
distributions from the Partnership in future years; (vi) the inability of
Unitholders to exercise effective control over the management of the
Partnership through the annual election of the General Partners; and (vii)
estimated transaction costs of completing the Offer.

Form 10-K states that "[t]here is no public market for the Units and it
is not anticipated that any such public market will develop." At present,
privately negotiated sales and sales through intermediaries (e.g., through the
trading system operated by Chicago Partnership Board, Inc., which publishes
sales by holders of Units) are the only means available to a Unitholder to
liquidate an investment in Units (other than the Offer) because the Units are
not listed or traded on any exchange or quoted on any NASDAQ list or system.
According to The Partnership Spectrum, an independent third-party industry
publication, for the six months ended September 30, 1996, a total of 135 Units
traded at per Unit prices between $260 and $360 with a weighted average of
$278.22 per Unit. Set forth below is a schedule of the trading activity of
Units during the six months ended September 30, 1996, in two-month intervals,
as reported by The Partnership Spectrum:

Trading Activity for Six-Months Ended September 30, 1996
--------------------------------------------------------
<TABLE>
<CAPTION>
Period Low/High No. of Units Traded Total Volume
------ -------- ------------------- ------------
<S> <C> <C> <C>
April 1, 1996 - May 30, 1996 $260/$346 80 $21,659.30

June 1, 1996 - July 31, 1996 $262/$310 45 $12,300.00

August 1, 1996 - September 30, 1996 $360/$360 10 $ 3,600.00
---- ----------

TOTAL: 135 $37,559.30
------
</TABLE>

Unitholders are advised, however, that such gross sales prices reported by The
Partnership Spectrum do not necessarily reflect the net sales proceeds received
by sellers of Units, which typically are reduced by commissions and other
secondary market transaction costs to amounts less than the reported prices.

The September/October 1996 issue of The Partnership Spectrum has also
reported that the General Partners estimate that the net asset value of each
Unit is $787. The Purchaser believes, however, that the General Partners'
estimate of net asset value is not necessarily representative of the value of
the Units when the Partnership ultimately liquidates its Properties. The
Purchaser believes that property selling costs and expenses (e.g., brokers'
commissions, attorneys' fees, escrow fees, title company costs, rent
guarantees, correction of deferred maintenance, etc.), which could be incurred
by the Partnership in disposing of the Properties, may significantly reduce the
gross sale proceeds paid to the Partnership and, in turn, the amount of cash
available for distribution to the Unitholders.

The Purchase Price represents the price at which the Purchaser is
willing to purchase Units. No independent person has been retained to evaluate
or render any opinion with respect to the fairness of the Purchase Price and no
representation is made by the Purchaser or any affiliate of the Purchaser as to
such fairness. The Purchaser did not attempt to obtain current independent
valuations or appraisals of the underlying assets owned by the Partnership.
Other measures of the value of the Units may be relevant to Unitholders.
Unitholders 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 Units.

18
<PAGE> 22
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 Units (whether or not any Units have theretofore
been accepted for payment or paid for pursuant to the Offer), and may terminate
the Offer as to any Units not then paid for, if (i) the Purchaser shall not
have confirmed to its reasonable satisfaction that, upon purchase of the Units
pursuant to the Offer, the Purchaser will have full rights to ownership as to
all such Units and the Purchaser will be admitted as a Substitute Limited
Partner under Section 10.3 of the Partnership Agreement, (ii) the Purchaser
shall not have confirmed to its reasonable satisfaction that, upon the purchase
of the Units pursuant to the Offer, the Transfer Restrictions will have been
satisfied, or (iii) 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 Units not
theretofore accepted for payment or paid for and may terminate or amend the
Offer as to such Units if, at any time on or after the date of the Offer and
before the acceptance of such Units for payment or the payment therefore, 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 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 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 Units 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 Units 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 Units, including, but not limited to,
the right to vote any Units purchased by them on all matters properly presented
to the Unitholders, (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 Units, (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) 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,

19
<PAGE> 23
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

(f) the failure to occur of any necessary approval or authorization
by any federal or state authorities necessary to the consummation of the
purchase of all or any part of the Units to be acquired hereby, which in the
reasonable 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

(g) 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; or

(h) the Partnership or either of its General Partners shall have
amended, or proposed or authorized any amendment to, the Partnership Agreement
or the Purchaser shall have become aware that the Partnership or either of its
General Partners have proposed any such amendment.

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 Units as contemplated herein, or any
filings, approvals or other actions by or with any domestic or foreign
governmental authority or administrative or regulatory agency that would be
required prior to the acquisition of Units by the Purchaser pursuant to the
Offer as contemplated herein, other than the filing of a Tender Offer Statement
on Schedule 14D-1 (which has been filed) and any required amendments thereto.
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
in the event that such approvals were not obtained or such actions were not
taken.

APPRAISAL RIGHTS. Unitholders 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, securityholders,
principal executive officers 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 or 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 Units tendered pursuant to the Offer or be delayed in
continuing or consummating the Offer. In such case, the Purchaser may not be
obliged to accept for purchase or pay for any Units tendered.

ERISA. By executing and returning the Letter of Transmittal, a
Unitholder will be representing that either (a) the Unitholder is not a plan
subject to Title I of the Employee Retirement Income Security Act of 1974,

20
<PAGE> 24
as amended ("ERISA"), or Section 4975 of the Code, or an entity deemed to hold
"plan assets" within the meaning of 29.C.F.R. Section 2510.3-101 of any such
plan; or (b) the tender and acceptance of Units pursuant to the Offer will not
result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

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

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 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 Units contemplated by the
Offer.

16. CERTAIN FEES AND EXPENSES.

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

17. MISCELLANEOUS.

The Offer is being made to all Unitholders, 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) Unitholders in such state.

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 Section 9 ("Certain Information
Concerning the Partnership").

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 TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Krescent Partners L.L.C.

November 21, 1996

21
<PAGE> 25
APPENDIX A

GLOSSARY OF DEFINED TERMS

"Advisors" means Apollo Real Estate Capital Advisors II, Inc.

"Advisory Agreement" means the definitive advisory agreement entered
into between Liquidity Financial and the Purchaser on November 21, 1996.

"AREA" means Apollo Real Estate Advisors, L.P.

"AREA II" means Apollo Real Estate Advisors II, L.P.

"Assignee" means a person who has purchased Units but has not yet been
reflected on the Partnership's books as the record owner of such Units.

"Assumption Agreement" means that certain Assumption Agreement dated
November 21, 1996 pursuant to which the Purchaser agreed to become bound by the
restrictions set forth in the Standstill Agreement.

"Beneficial Owner" means a Unitholder in the case of Units owned by
Individual Retirement Accounts or Keogh plans.

"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,
New York City time, and any time period of business days will be computed in
accordance with Rule 14d-1(c)(6) under the Exchange Act.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expiration Date" has the meaning set forth in Section 1.

"Form 10-K" means the Partnership's Form 10-K for the year ended
December 31, 1995.

"Form 10-Q" means the Partnership's Form 10-Q for the quarter ended
September 30, 1996.

"FTC" means the Federal Trade Commission.

"General Partners" means The Krupp Corporation, a Massachusetts
corporation, and The Krupp Company Limited Partnership-II, a Massachusetts
limited partnership.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Information Agent/Depositary" means The Herman Group, Inc.

"Investor Limited Partner" means any person or entity admitted to the
Partnership as an Investor Limited Partner or a substitute Investor Limited
Partner in accordance with section 10.3 of the Partnership Agreement.

"IRA" means an individual retirement account.

"LFG" means Liquidity Financial Group, L.P., an affiliate of Liquidity
Financial.

A-1
<PAGE> 26
"Liquidity Financial" means Liquidity Financial Advisors, Inc., the
Purchaser's financial advisor.

"Managing Member" means AP-GP Prom Partners Inc., a newly-formed
Delaware corporation and the managing member of the Purchaser.

"NASD" means the National Association of Securities Dealers, Inc.

"1995 Agreement in Principle" means the letter agreement executed in
March 1995 that outlined an agreement in principle regarding the establishment
of a financial advisory relationship between Liquidity Financial and AREA with
respect to strategic investments in certain limited partnerships.

"1996 Agreement in Principle" means the letter agreement executed in
September 1996 that outlined an agreement in principle regarding the
establishment of a financial advisory relationship between Liquidity Financial
and AREA II with respect to strategic investments in certain limited
partnerships.

"Offer" has the meaning set forth in the Introduction.

"Offer to Purchase" means this Offer to Purchase dated November 21,
1996.

"Partnership" means Krupp Realty Limited Partnership-V, a Massachusetts
limited partnership.

"Partnership Agreement" means the Agreement of Limited Partnership of
the Partnership, dated as of June 16, 1983.

"Properties" means the Partnership's properties.

"Purchase Price" has the meaning set forth in the Introduction.

"Purchaser" means Krescent Partners L.L.C., a Delaware limited liability
company.

"Standstill Agreement" means the Settlement Agreement and Release, dated
June 27, 1996 and amended as of October 8, 1996, between The Krupp Corporation
and Liquidity Financial Group, L.P.

"Standstill Expiration Date" means that date which is 30 months after
the date Liquidity Financial receives the last list of Unitholders or holders
of limited partnership interests in any affiliate of the Partnership, which
date is currently May 19, 1999.

"Substitute Limited Partner" means an assignee of a Unitholder who is
admitted, at the discretion of the General Partners, as a Substitute Limited
Partner pursuant to the terms of the Partnership Agreement.

"TIN" means taxpayer identification number.

"Transfer Restrictions" has the meaning set forth in Section 2.

"UBTI" means unrelated business taxable income.

"Unitholder" means a holder of Unit(s).

"Units" means Units of Investor Limited Partnership Interests in the
Partnership.

A-2
<PAGE> 27
SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF AP-GP PROM PARTNERS INC.

Set forth below is the name, current business address, present principal
occupation, and employment history for at least the past five years of each
executive officer and director of AP-GP Prom Partners Inc. Each person listed
below is a citizen of the United States.

LEE S. NEIBART. Mr. Neibart has been an officer and a director of AP-GP Prom
Partners Inc. since October 1996 and an officer of Advisors since its
inception. Since 1993, Mr. Neibart has been associated with AREA and since May
1996 with Apollo Real Estate Advisors II, L.P. ("AREA II") which respectively
act as managing general partner of Apollo Real Estate Investment Fund, L.P.
("Apollo I") and Apollo Real Estate Investment Fund II, L.P. ("Apollo" and
together with Apollo I, the "Apollo Funds"). The Apollo Funds are private real
estate investment funds formed to invest in direct and indirect real property
interests, including direct property investments and public and private debt
and equity securities. Prior to 1993, Mr. Neibart was Executive Vice President
and Chief Operating Officer of the Robert Martin Company, a private real estate
development and management firm based in Westchester County, New York. Mr.
Neibart received his MBA degree from New York University. Mr. Neibart is also
a director of Capital Apartment Properties, Inc., Koger Equity, Inc., Roland
International, Inc. and a past President of the NAIOP in New York. Mr.
Neibart's business address is 1301 Avenue of the Americas, New York, New York
10019.

W. EDWARD SCHEETZ. Mr. Scheetz has been an officer and a director of AP-GP
Prom Partners Inc. since October 1996 and an officer of Advisors since its
inception. Since 1993, Mr. Scheetz has been a principal of AREA and since May
1996 of AREA II, which respectively act as managing general partner of Apollo I
and Apollo II. Prior to 1993, Mr. Scheetz was a principal of Trammell Crow
Ventures, a national real estate investment firm. Mr. Scheetz is also a
director of Capital Apartment Properties, Inc., Roland International, Inc.,
Koger Equity, Inc., Koll Management Services, Inc. and Western Pacific Housing
Corp. Mr. Scheetz' business address is 1301 Avenue of the Americas, New York,
New York 10019.

RICHARD MACK. Mr. Mack has been an officer and a director of AP-GP Prom
Partners Inc. since October 1996. Since May 1993, Mr. Mack has been associated
with AREA and since May 1996 has been associated with AREA II, which
respectively act as managing general partner of Apollo I and Apollo II. Prior
to May 1993, Mr. Mack attended Columbia Law School. Prior to April 1990, Mr.
Mack was employed by the real estate investment banking group at Shearson
Lehman Hutton, Inc., an investment banking and brokerage firm.

S-1
<PAGE> 28
Facsimile copies of the Letter of Transmittal, 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 Transmittal 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 Transmittal and any other required
documents should be sent or delivered by each Unitholder to the Information
Agent/Depositary at its address set forth below. To be effective, a duly
completed and signed Letter of Transmittal (or facsimile thereof) must be
received by the Information Agent/Depositary at the address (or facsimile
number) set forth below before 12:00 midnight, New York City Time, on Friday,
December 20, 1996. If tendering by facsimile, please mail the original copies
of all the required documents to the Information Agent/Depositary to the
address below.

By Mail/Hand or Overnight Delivery:

The Herman Group, Inc.
2121 San Jacinto Street
26th Floor
Dallas, TX 75201

By Hand/Overnight Delivery:

2121 San Jacinto Street
26th Floor
Dallas, TX 75201

By Facsimile:

(214) 999-9348
or
(214) 999-9323

For Additional Information Call:

[THE HERMAN GROUP INC. LOGO]

(800) 738-5516
or
(214) 999-9393

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

LETTER OF TRANSMITTAL
TO
TENDER UNITS OF INVESTOR LIMITED PARTNERSHIP INTERESTS
OF
KRUPP REALTY LIMITED PARTNERSHIP-V

PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 21, 1996
BY
KRESCENT PARTNERS L.L.C.

<TABLE>
Number of Number of(1) Purchase Price Total Purchase Price(2)
Units Owned Units Tendered Per Unit if all Units Tendered
----------- -------------- --------------- ---------------------
<S> <C> <C> <C> <C>

(1) If no indication is marked above, all Units issued to you will
be deemed to have been tendered.
Please indicate changes or corrections
to the address printed above. (2) Reduced by the amount of any distributions made or declared by
the Partnership subsequent to the date of the Offer.

=========================================================================================================================
</TABLE>

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 20, 1996 (THE "EXPIRATION DATE") UNLESS
SUCH OFFER IS EXTENDED.

The undersigned hereby tender(s) to Krescent Partners L.L.C., a Delaware
limited liability company (the "Purchaser"), the number of units of Investor
Limited Partnership Interests ("Units") of Krupp Realty Limited Partnership-V,
a Massachusetts limited partnership (the "Partnership"), specified above,
pursuant to the Purchaser's offer to purchase up to 8,380 of the issued and
outstanding Units at a purchase price of $375 per Unit, net to the seller in
cash (the "Purchase Price"), without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated November 21,
1996 (the "Offer to Purchase") and this Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase and any supplements,
modifications or amendments thereto, constitute the "Offer"), all as more fully
described in the Offer to Purchase. The Purchase Price will be automatically
reduced by the aggregate amount of distributions per Unit, if any, made or
declared by the Partnership after November 21, 1996 and on or prior to 12:00
midnight, New York City time, on December 20, 1996 (the "Expiration Date"). In
addition, if a distribution is made or declared after the Expiration Date but
prior to the date on which the Purchaser pays the Purchase Price for the
tendered Units, the Purchaser will offset the amount otherwise due a holder of
Units pursuant to the Offer in respect of tendered Units which have been
accepted for payment but not yet paid for by the amount of any such
distribution. UNITHOLDERS WHO TENDER THEIR UNITS WILL NOT BE OBLIGATED TO PAY
ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES, WHICH COMMISSIONS OR PARTNERSHIP
TRANSFER FEES WILL BE BORNE BY THE PURCHASER. Receipt of the Offer to Purchase
is hereby acknowledged. Capitalized terms used but not defined herein have the
respective meanings ascribed to them in the Offer to Purchase.

By executing and delivering this Letter of Transmittal a tendering
Unitholder irrevocably appoints the Purchaser and designees of the Purchaser
and each of them as such Unitholder's proxies, with full power of substitution,
in the manner set forth in this Letter of Transmittal to the full extent of
such Unitholder's rights with respect to the Units tendered by such Unitholder
and accepted for payment by the Purchaser (and with respect to any and all
other Units or other securities issued or issuable in respect of such Unit on
or after the date hereof). All such proxies shall be considered irrevocable
and coupled with an interest in the tendered Units. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Units
for payment. Upon such acceptance for payment, all prior proxies given by such
Unitholder with respect to such Units (and such other Units and securities)
will be revoked without further action, and no subsequent proxies may be given
nor any subsequent written consent executed (and, if given or executed, will
not be deemed effective). The Purchaser and its designees will, with respect
to the Units (and such other Units and securities) for which such appointment
is effective, be empowered to exercise all voting and other rights of such
Unitholder as they in their sole discretion may deem proper at any meeting of
Unitholders 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 a Unit to be deemed validly tendered, immediately
upon the Purchaser's payment for such Unit, the Purchaser must be able to
exercise full voting rights with respect to such Unit and other securities,
including voting at any meeting of Unitholders.

By executing and delivering the Letter of Transmittal, a tendering
Unitholder also irrevocably constitutes and appoints the Purchaser and its
designees as the Unitholder's attorneys-in-fact, each with full power of
substitution to the extent of the Unitholder's rights with respect to the Units
tendered by the Unitholder and accepted for payment by the Purchaser. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts the tendered Units for payment. Upon such acceptance for payment, all
prior powers of attorney granted by the Unitholder with respect to such Unit
will, without further action, be revoked, and no subsequent powers of attorney
may be granted (and if granted will not be effective). Pursuant to such
appointment as attorneys-in-fact, the Purchaser and its designees each will
have the power, among other things, (i) to seek to transfer ownership of such
Units on the Partnership's books maintained by the transfer agent for the
Partnership (and execute and deliver any accompanying evidences of transfer and
authenticity any of them may deem necessary or appropriate in connection
therewith, including, without limitation, any documents or instruments required
to be executed under a "Transferor's (Seller's) Application for Transfer"
created by the NASD, if required), (ii) upon receipt by the Information
Agent/Depositary (as the tendering Unitholder's agent) of the Purchase Price,
to become a Substitute Limited Partner, to receive any and all distributions
made by the Partnership after the Expiration Date, and to receive all benefits
and otherwise exercise all rights of beneficial ownership of such Units in
accordance with the terms of the Offer, (iii) to execute and deliver to the
Partnership and/or the General Partners (as the case may be) a change of
address form instructing the Partnership to send any and all future
distributions to which the Purchaser is entitled pursuant to the terms of the
Offer in respect of tendered Units to the address specified in such form and
(iv) to endorse any check payable to or upon the order of such Unitholder
representing a distribution to which the Purchaser is entitled pursuant to the
terms of the Offer, in each case on behalf of the tendering Unitholder. If
legal title to the Units is held through an IRA or KEOGH or similar account,
the Unitholder understands that this Letter of Transmittal must be signed by
the custodian of such IRA or KEOGH account and the Unitholder hereby authorizes
and directs the custodian of such IRA or KEOGH to confirm this Letter of
Transmittal. This Power of Attorney shall not be affected by the subsequent
mental disability of the Unitholder, and the Purchaser shall not be required to
post bond in any nature in connection with this Power of Attorney.

By executing and delivering this Letter of Transmittal, a tendering
Unitholder irrevocably assigns to the Purchaser and its assigns all of the
right, title and interest of such Unitholder in the Partnership with respect to
the Units tendered and purchased pursuant to the Offer, including, without
limitation, such Unitholder's right, title and interest in and to any and all
distributions made by the Partnership after the Expiration Date in respect of
the Units tendered by such Unitholder and accepted for payment by the
Purchaser, regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. The Purchaser will
seek to be admitted to the Partnership as a Substitute Limited Partner upon
consummation of the Offer. By executing and delivering this Letter of
Transmittal, the undersigned, being a tendering Unitholder, expressly intends
the Purchaser to become a Substitute Limited Partner.

By executing this Letter of Transmittal, the undersigned represents that
either (a) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan; or (b) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

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

The undersigned understands that a tender of Units 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. The undersigned
recognizes that under certain circumstances set forth in Section 2 ("Proration;
Acceptance for Payment and Payment for Units") and Section 14 ("Conditions of
the Offer") of the Offer to Purchase, the Purchaser may not be required to
accept for payment any of the Units tendered hereby. In such event, the
undersigned understands that any Letter of Transmittal for Units not accepted
for payment will be destroyed by the Purchaser. Except as stated in Section 4
("Withdrawal Rights") of the Offer to Purchase, this tender is irrevocable,
provided Units tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date.
<PAGE> 2
SIGNATURE BOX
<TABLE>
<S> <C>
Please sign exactly as your name is printed (or
corrected) above. For joint owners, each joint owner X
must sign. All signatures must be medallion guaranteed ---------------------------------------------------------
by an Eligible Institution. (See Instruction 2.) The (Signature of Owner) (Date)
signatory hereto hereby certifies under penalties of X
perjury the Taxpayer Identification Number (i.e., the ---------------------------------------------------------
signatory's social security number) furnished in the Taxpayer Identification Number of Owner (other than IRA's)
blank provided in this Signature Box and the statements X
in Box A, Box B and, if applicable, Box C. The ---------------------------------------------------------
undersigned hereby represents and warrants for the (Signature of Co-Owner) (Date)
benefit of the Partnership and the Purchaser that the
undersigned owns (or beneficially owns) the Units ----------------------------------------------------------
tendered hereby and has full power and authority to (Title)
validly tender, sell, assign, transfer, convey and Telephone (Day) ( ) Telephone (Eve) ( )
deliver the Units tendered hereby and that when the ------------- ------------
same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and GUARANTEE OF SIGNATURE (SEE INSTRUCTION 2):
unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances, conditional Name of Eligible Institution:
sales agreements or other obligations relating to the -----------------------------
sale or transfer thereof, such Units will not be Authorized Signature:
subject to any adverse claims, the transfer and -------------------------------------
assignment contemplated herein are in compliance with
all applicable laws and regulations, and that upon such
transfer and assignment the undersigned will not own
less than 10 Units or fractional Units (unless the
undersigned is transferring and assigning less than all
Units owned by the undersigned). 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
Section 4 ("Withdrawal Rights") of the Offer to
Purchase, this tender is irrevocable.
</TABLE>

TAX CERTIFICATIONS

BOX A
SUBSTITUTE FORM W-9
(See Instruction 3)

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

(i) The Taxpayer Identification Number ("TIN") furnished in the space
provided for that purpose in the Signature Box of this Letter of Transmittal
is the correct TIN of the Unitholder, unless the Units are held in an
Individual Retirement Account ("IRA"); or if this box [ ] is checked, the
Unitholder has applied for a TIN. If the Unitholder has applied for a TIN, a
TIN has not been issued to the Unitholder, and either (a) the Unitholder has
mailed or delivered an application to receive a TIN to the appropriate
Internal Revenue Service ("IRS") Center or Social Security Administration
Office, or (b) the Unitholder intends to mail or deliver an application in
the near future, it is hereby understood that if the Unitholder does not
provide a TIN to the Purchaser within sixty (60) days 31% of all reportable
payments made to the Unitholder thereafter will be withheld until a TIN is
provided to the Purchaser; and

(ii) Unless this box [ ] is checked, the Unitholder is not subject to backup
withholding either because the Unitholder (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unitholder 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 Unitholder 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 Unitholder is not subject to backup withholding.

BOX B
FIRPTA AFFIDAVIT
(See Instruction 3)

Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-IIT(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 Unitholder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following
under penalties of perjury:

(i) Unless this box [ ] is checked, the Unitholder, 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 Code and
Income Tax Regulations);

(ii) the Unitholder'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 back of this Letter of
Transmittal; and

(iii) the Unitholder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the back of
this Letter of Transmittal. If a corporation, the jurisdiction of
incorporation is _________________________.

The person signing this Letter of Transmittal 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 3)

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

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

(ii) If an individual, has not been and plans not 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 Units to be accepted for purchase, Unitholders should complete and sign
this Letter of Transmittal in the Signature Box and return it in the
self-addressed, postage-paid envelope enclosed, or by hand or overnight courier
to: The Herman Group, Inc., 2121 San Jacinto Street, 26th Floor, Dallas, TX
75201, or by Facsimile to: (214) 999-9323 or (214) 999-9348. Delivery of this
Letter of Transmittal 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.

PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
AND BOXES A, B AND C ABOVE.
<PAGE> 3
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer
================================================================================

FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL, CALL:
THE HERMAN GROUP, INC. AT (800) 738-5516
================================================================================

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

To be effective, a duly completed and signed Letter of Transmittal (or
facsimile thereof) must be received by the Information
Agent/Depositary at the address (or facsimile number) set forth below
before the Expiration Date, 12:00 Midnight, New York City Time on
Friday, December 20, 1996, unless extended. LETTERS OF TRANSMITTAL
WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS MARKED IN
THE "NUMBER OF UNITS TENDERED" COLUMN, SHALL BE DEEMED TO HAVE
TENDERED ALL UNITS PURSUANT TO THE OFFER. Tenders of less than all
Units owned by a Unitholder that would result in such Unitholder
holding less than 10 Units or tenders of fractional Units will not be
accepted.

BY MAIL/HAND OR OVERNIGHT DELIVERY: THE HERMAN GROUP, INC.
2121 San Jacinto Street,
Suite 2600
Dallas, Texas 75201

BY FACSIMILE: (214) 999-9323
or
(214) 999-9348

FOR ADDITIONAL INFORMATION CALL: (800) 738-5516

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING UNITHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY. IF TENDERING BY FACSIMILE, PLEASE TRANSMIT BOTH THE FRONT AND
BACK OF THE LETTER OF TRANSMITTAL AND THE TAX CERTIFICATION PAGE AND MAIL THE
ORIGINAL COPIES OF SUCH PAGES TO THE INFORMATION AGENT/DEPOSITARY AT THE
ADDRESS LISTED ABOVE.

All tendering holders of Units, by execution of this Letter of Transmittal or
facsimile hereof, waive any right to receive any notice of the acceptance of
their Units for payment.

2. SIGNATURES. All Unitholders must sign in the Signature Box on the
back of the Letter of Transmittal. If the Units are held in the names
of two or more persons, all such persons must sign the Letter of
Transmittal. 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
satisfactory to the Purchaser with this Letter of Transmittal. With
respect to most trusts, the Partnership will generally require only
the named trustee to sign the Letter of Transmittal. For Units 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 Transmittal to the Information Agent/Depositary as
specified in Instruction 1 herein. Such Letter of Transmittal will
then be forwarded by the Information Agent/Depositary to the custodian
for additional execution. Such Letter of Transmittal will not be
considered duly completed until after it has been executed by the
custodian.

If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.

ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE MEDALLION
GUARANTEED BY A COMMERCIAL BANK, SAVINGS BANK, CREDIT UNION, SAVINGS
AND LOAN ASSOCIATION OR TRUST COMPANY HAVING AN OFFICE, BRANCH OR
AGENCY IN THE UNITED STATES, A BROKERAGE FIRM THAT IS A MEMBER FIRM OF
A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. (EACH, AN "ELIGIBLE
INSTITUTION").

3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Letter of Transmittal, additional documentation may
be required by the Purchaser under certain circumstances including,
but not limited to those listed below. Questions on documentation
should be directed to The Herman Group, Inc. at (800) 738-5516,
Project Administration Department.

Deceased Owner (Joint Tenant) - Certified Copy of Death
Certificate.

Deceased Owner (Others) - Certified Copy of Death
Certificate (See also
Executor/Administrator/Guardian
below).

Executor/Administrator/Guardian - (i) Certified Copies of court
Appointment Documents for
Executor or Administrator
dated within 60 days of the
date of execution of the
Letter of Transmittal; and

(ii) a copy of applicable
provisions of the Will
(Title Page, Executor(s)'
powers, asset
distribution); OR

(iii) Certified copy of Estate
distribution documents.

Attorney-in-Fact - Current Power of Attorney.

Corporations/Partnerships - Certified copy of Corporate
Resolution(s) (with raised
corporate seal), or other
evidence of authority to act.
Partnerships should furnish copy
of Partnership Agreement.

Trust/Pension Plans - Copy of cover page of the Trust
or Pension Plan, along with copy
of the section(s) setting forth
names and powers of Trustee(s)
and any amendments to such
sections or appointment of
Successor Trustee(s).

ALL SIGNATURES MUST BE MEDALLION GUARANTEED.

(Continued on Back)
<PAGE> 4
4. U.S. PERSONS. A Unitholder 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 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 Transmittal).

TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax
backup withholding, the Unitholder must furnish his, her or its TIN in
the blank provided for that purpose in the Signature Box on the back
of the Letter of Transmittal and certify under penalties of perjury
Box A, B and, if applicable, Box C. In the case of an individual
person, such person's social security number is his or her TIN.

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
Unitholder must provide to the Purchaser in the blank provided for
that purpose in the Signature Box on the back of the Letter of
Transmittal the Unitholder's correct TIN and certify, under
penalties of perjury, that such Unitholder is not subject to such
backup withholding. The TIN being provided on the Substitute Form
W-9 is that of the registered Unitholder as indicated in the
Signature Box on the back of the Letter of Transmittal. If a
correct TIN is not provided, penalties may be imposed by the IRS, in
addition to the Unitholder being subject to backup withholding.
Certain Unitholders (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 Code, each Unitholder who or which is a United States
Person (as defined in Instruction 3 above) must certify, under penalties
of perjury, the Unitholder's TIN and address, and that the Unitholder 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. CHECK THE BOX
IN BOX B, PART (ii) ONLY IF YOU ARE NOT A U.S. PERSON, AS DESCRIBED
THEREIN.

5. FOREIGN PERSONS - BOX C. In order for a Unitholder 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
Unitholder must certify, under penalties of perjury, the statement in Box
C of this Letter of Transmittal attesting to that foreign person's status
by checking the box in such statement. UNLESS SUCH BOX IS CHECKED, SUCH
FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER SECTION
1445 OF THE CODE.

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

7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter
of Transmittal 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 Transmittal) 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 Transmittal will not be valid unless and until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent/Depositary is under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for
failure to give such notification.

8. 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.

9. INADEQUATE SPACE. If the space provided herein is inadequate, the
numbers of Units and any other information should be listed on a separate
schedule attached hereto and separately signed on each page thereof in
the same manner as this Letter of Transmittal is signed.

Questions and requests for assistance may be directed to the Information
Agent/Depositary at its address and telephone number listed below. Additional
copies of the Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent as set forth below,
and will be furnished promptly at the Purchaser's expense. You may also
contact your broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.

The Information Agent/Depositary for the Offer is:

[THE HERMAN GROUP INC. LOGO]

2121 San Jacinto Street
26th Floor
Dallas, Texas 75201
or
Call Toll-Free (800) 738-5516

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

KRESCENT PARTNERS L.L.C.
1301 Avenue of the Americas
38th Floor
New York, New York 10019

November 21, 1996

$375 PER UNIT OFFER TO PURCHASE

To Unitholders in Krupp Realty Limited Partnership-V:

KRESCENT PARTNERS L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER"), IS OFFERING TO PURCHASE UP TO 8,380 OF THE OUTSTANDING UNITS
OF INVESTOR LIMITED PARTNERSHIP INTERESTS (THE "UNITS") IN KRUPP REALTY LIMITED
PARTNERSHIP-V (THE "PARTNERSHIP") FOR A CASH PURCHASE PRICE OF $375 PER UNIT,
NET TO THE SELLER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN
THE ATTACHED OFFER TO PURCHASE, DATED NOVEMBER 21, 1996, AND THE RELATED LETTER
OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "OFFER").

Unless extended by the Purchaser, the Offer is effective until
midnight, New York City time, on December 20, 1996. The Offer is not
conditioned upon any minimum number of Units being tendered; however, tenders
of less than all Units owned by a Unitholder that would result in such
Unitholder holding less than 10 Units or tenders of fractional Units will not
be accepted.

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 Units. It is important
that you take some time to read carefully the enclosed Offer to Purchase, the
Letter of Transmittal and other accompanying materials in order to evaluate the
Offer being made by the Purchaser.

In reviewing the Offer, please note:

o Offer is a Premium to the per Unit Secondary Market Price.

$278.22 per Unit was the weighted average selling
price for Units in the limited secondary market for
the six months ended September 30, 1996. Unitholders
are advised, however, that such amount is not
necessarily indicative of value.

o No Commissions and No Transfer Fees.

The Purchaser will pay any transfer fees charged by
the Partnership in connection with transferring the
ownership of your Units pursuant to the Offer and
commissions in connection with tendering your Units
pursuant to the Offer.

o No More K-1 Reporting Costs if You Sell All of Your Units.

If you sell all of your Units you will avoid the
expense, delay, and complications in filing complex
tax returns which result from an ownership of Units.

You must decide whether to tender your Units based on your own
particular circumstances, including your judgment of the value of your Units
taking into account their upside potential and risks. You should consult with
your advisors about the financial, tax, legal and other implications to you of
accepting the Offer.

If you desire additional information regarding the Offer or
need assistance in tendering your Units, you may call The Herman Group, Inc.,
which is acting as Information Agent/Depositary for the Offer, at (800)
738-5516. Informed and courteous agents are available to assist you.

KRESCENT PARTNERS L.L.C.

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

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (this "Agreement") is made and
entered into as of the 27th day of June, 1996, by and between The Krupp
Corporation ("Krupp"), a Massachusetts corporation with a principal place of
business at 470 Atlantic Avenue, Boston, Massachusetts 02210, and Liquidity
Financial Group, L.P. ("Liquidity") individually and on behalf of certain
Affiliates as hereinafter defined, a California limited partnership with a
principal place of business at 2200 Powell Street, Suite 700, Emeryville,
California 94608.

WITNESSETH:

WHEREAS, Liquidity is engaged in the business of sponsoring and
managing funds which invest in, among other things, real estate limited
partnerships;

WHEREAS, Krupp and certain affiliates sponsored and are engaged in the
business of managing, among other things, real estate limited partnerships;

WHEREAS, Liquidity sponsored and manages Liquidity Fund #33 LP as well
as other investment funds, and may in the future sponsor and manage and or
provide investment advice to additional investment funds (collectively, the
"Liquidity Funds"), and Krupp sponsored and manages Krupp Realty Fund, Ltd.-III
("Realty III") and Krupp Realty Limited Partnership-V ("Realty-V") as well as
other investment funds, and may in the future sponsor or manage additional
investment funds (individually a "Krupp Fund" and collectively, the "Krupp
Funds");

WHEREAS, Liquidity has, on behalf of certain of the Liquidity Funds,
sought to obtain from Krupp lists of the investors in certain of the Krupp
Funds for the stated purpose of contacting such investors in order to attempt
to acquire their units in the Krupp Funds;

WHEREAS, Krupp has refused to provide lists of the investors to
Liquidity, alleging that they are not entitled to obtain such lists and
Liquidity has stated that, absent a satisfactory resolution, its present
intention is to litigate the issue;

WHEREAS, the parties have conferred through their respective counsel
and are desirous of resolving and settling Liquidity's claims, upon the terms
and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE> 2
1. Delivery of Lists: Within ten business days of the date of
this Agreement, Krupp will deliver to Liquidity lists of investors (containing
the names, addresses and capital contributions of such investors) in Realty III
and Realty V. The lists will be sorted alphabetically and delivered in both
paper format and on 3.5" IBM Compatible computer diskette in ASCII format. Any
additional lists delivered pursuant to paragraph 3 below will also be delivered
in both paper format on 3.5" IBM Compatible computer diskette in ASCII format.

2. Payment for Lists: Within ten business days of the date of
this Agreement, Liquidity will deliver to Krupp payment for the estimated cost
of reproducing and delivering such lists in the total amount of $600.00.

3. Provision of Additional Lists: From time to time during the
twelve month period commencing on the date hereof and expiring on the first
anniversary date of this Agreement, Krupp will, upon written request from
Liquidity, deliver to Liquidity within 15 business days of receipt of such
written request, updated lists of investors in Realty III and Realty V, or, to
the extent a Liquidity Fund is a Limited Partner or Shareholder (as the case
may be) in any other Krupp Fund, current lists of investors in such other Krupp
Fund, provided such request includes an undertaking by Liquidity to pay the
cost of reproducing and delivering such lists within 10 business days after
receipt of such lists.

4. Restrictions on Activities: For a period commencing on the
date hereof and continuing for 30 months from the last date an investor list in
a Krupp Fund is delivered to Liquidity in response to Liquidity's request,
Liquidity and any person or entity controlling, controlled, managed or advised
by Liquidity or its subsidiaries (including the Liquidity Funds) or under
common control with Liquidity ("Liquidity Affiliates") shall not, without the
prior written consent of Krupp, which may be granted or withheld in Krupp's
sole and exclusive discretion and for any reason, or no reason:

(a) vote its interests in any Krupp Fund on any issue other than
in proportion to the votes of all other interest holders who vote on such
issue;

(b) in any manner acquire, attempt to acquire, or make a proposal
to acquire, directly or indirectly, more than a 25% interest in any Krupp Fund;

(c) propose, or propose to enter into, directly or indirectly, any
merger, consolidation, business combination, sale or acquisition of assets,
liquidation or other similar transaction involving any Krupp Fund;

2
<PAGE> 3
(d) form, join or otherwise participate in a "group" within the
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended, with respect to any voting securities of a Krupp Fund;

(e) make or participate in any way, directly or indirectly, in any
solicitation of "proxies" or "consents" (as such terms are used in the proxy
rules of the Securities and Exchange Commission) to vote, or seek to advise or
influence any person with respect to the voting of any voting securities of any
Krupp Fund;

(f) sell, transfer or assign any interests in any Krupp Fund to
any person or entity not bound by the terms and conditions of this Agreement;

(g) disclose any intention, plan or arrangement inconsistent with
the terms of this Agreement; and

(h) loan money to, advise, assist or encourage any person in
connection with any of the actions restricted or prohibited by this Agreement.

5. Use of Lists, Prohibition on Furnishing to Others: Any
investor list obtained by Liquidity or Liquidity Affiliates relative to any
Krupp Fund will be utilized only for the purpose of contacting investors to
inquire as to whether they wish to sell their units in such Krupp Fund to a
Liquidity Fund, and for no other purpose. The lists will not be furnished by
Liquidity or Liquidity Affiliates to any other person or entity.

6. Third Parties: If at any time Liquidity or Liquidity
Affiliates is approached or contacted by any third party concerning
participation in a transaction involving the assets, businesses or securities
of any Krupp Fund or involving any of the actions proscribed by Section 4
hereof or otherwise by this Agreement, Liquidity or Liquidity Affiliates, as
the case may be, will immediately notify such party of its inability to
participate in such a transaction and, its obligation to notify Krupp and will
thereafter promptly (and in any event, within 5 business days) notify Krupp of
the nature of such contact and the parties thereto. Krupp will indemnify,
defend and hold harmless Liquidity and the Liquidity Affiliates from and
against any and all claims, demands or liabilities that may arise as a result
of Liquidity's or any Liquidity Affiliates' strict compliance with the terms of
this paragraph.

7. Compliance with Securities and Other Laws: Liquidity and
Liquidity Affiliates acknowledge their obligations under the Securities Laws
and Rules of the Securities and Exchange Commission.

3
<PAGE> 4
8. Provision of Copies of All Communications: Liquidity and
Liquidity Affiliates covenant and agree that they shall deliver to Krupp at
least 5 business days before mailing or otherwise distributing to investors in
any Krupp Fund any communication to be given to one or more investors in any
Krupp Fund.

9. Fiduciary Duties of Krupp; Safe Harbor Provision, Protection
of Partnership Status: Liquidity acknowledges that:

(a) Krupp and its affiliates have significant fiduciary
obligations to the investors in the Krupp Funds, and has stated that it is
entering into this Agreement to, among other things, fulfill those fiduciary
obligations;

(b) Krupp may need to take certain further action to meet its
fiduciary obligations, including, without limitation, suspending the acceptance
of transfer paperwork in one or more Krupp Funds to avoid the termination of
such Krupp Fund's status as a partnership under the Internal Revenue Code of
1986 (the "Code"), as amended; avoid the treatment of such Krupp Fund as a
Publicly Traded Partnership under the Code; or cause the Krupp Fund to fall
outside any so-called "Safe Harbor" provision relating to taxation or tax
status, including provisions relating to Publicly Traded Partnerships; and

(c) That the suspension of the acceptance of transfer paperwork by
Krupp would mean that, notwithstanding the presentment of valid transfer
paperwork and the terms of this Agreement, transfers requested by Liquidity or
a Liquidity Affiliate would not be processed nor reflected on the books and
records of the Krupp Fund.

Nothing herein shall be construed, however, as an acknowledgement or
agreement by Liquidity that Krupp has the right under any particular
circumstances to suspend the acceptance of transfer paperwork, or as a waiver
of any future claims of Liquidity arising out of any such suspension or other
similar action.

10. Release: For and in consideration of the agreements herein
made, Liquidity, individually and on behalf of the Liquidity Affiliates, does
hereby remise, release and acquit Krupp and all of its partners, officers,
directors, affiliates, predecessors, successors and assigns and each of their
partners, officers, directors, affiliates, predecessors, successors and assigns
from and against any and all claims, damages, costs, expenses, actions and
causes of action which Liquidity and the Liquidity Affiliates (including their
partners, officers, directors, affiliates, successors and assigns and all of
their partners, officers, directors, affiliates, predecessors, successors and
assigns) had in the past, now has, or may in the

4
<PAGE> 5
future acquire arising from or related to the failure or refusal of Krupp to
provide an investor list of any Krupp Fund, except for such a failure or
refusal in violation of the provisions of this Agreement.

11. Notices: Any and all notices required or permitted hereunder
shall be in writing and shall be deemed given or served, as the case may be,
upon actual delivery to the parties at the following addresses:

If to Liquidity: Liquidity Financial Group, L.P.
2200 Powell Street-Suite 700
Emeryville, California 94608
Attention: Brent Donaldson

with a copy to: Roger B. Mead, Esq.
Folger & Levin
Embarcadero Center West Tower
275 Battery Street-23rd Floor
San Francisco, California 94111

If to Krupp: The Krupp Corporation
470 Atlantic Avenue
Boston, Massachusetts 02210
Attention: Laurence Gerber

with a copy to: Scott D. Spelfogel, Esq.
Vice President and General Counsel
The Berkshire Group
470 Atlantic Avenue
Boston, Massachusetts 02210

12. No Admissions, Confidentiality: The parties agree that this
Agreement is being entered into solely to settle disputed claims, and nothing
herein shall be deemed to constitute an admission of liability on the part of
Krupp, all such liability being expressly contested. The parties agree that
their discussions prior to entering into this Agreement, the nature, existence
and terms of this Agreement, and all matters relating to the dispute and
settlement shall be strictly confidential and not disclosed by either party to
any individual or entity, nor be admissible in court for any purpose.
Notwithstanding the foregoing, should either party believe that it must produce
this Agreement in response to subpoena or other lawful process, it shall first
notify the other party and provide the other party with at least 15 business
days in which to seek to quash or limit any such subpoena or process, before
producing this Agreement. To the extent the second party does not have
standing to seek to quash or limit the subpoena, the first party shall
cooperate in such efforts, provided such cooperation does not result in the
incurring of any costs on the part of said first party.

5
<PAGE> 6
13. Enforcement: The parties agree that each shall be entitled to
equitable relief, including injunctive relief and specific performance, in the
event of any breach of the provisions of this Agreement, in addition to all
other remedies available at law or in equity. In the event either party must
refer this agreement to an attorney for enforcement, the prevailing party shall
be entitled to all costs of enforcement, including attorney's fees.

14. Governing Law; Venue and Jurisdiction: This Agreement shall
be governed by the laws of the Commonwealth of Massachusetts without regard to
principles of conflict of law thereof. The parties agree that the Federal and
state courts located within the Commonwealth of Massachusetts shall have
exclusive jurisdiction over disputes arising hereunder, and the parties hereby
consent to such venue and submit to the jurisdiction of such courts.

15. Captions: Captions and section headings used herein are for
convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

16. Amendments: This Agreement may be amended, changed, modified,
altered or terminated only by written instrument or written instruments signed
by all of the parties hereto.

17. Severability: In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision
hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.

LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner

By: /s/ Brent Donaldson
----------------------------------
Brent Donaldson
President

THE KRUPP CORPORATION

By: /s/ Laurence Gerber
----------------------------------
Laurence Gerber
President

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

FIRST AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE

This First Amendment to Settlement Agreement and Release (this
"Amendment") is made and entered into as of the 8th day of October, 1996, by
and between The Krupp Corporation ("Krupp"), a Massachusetts corporation with a
principal place of business at 470 Atlantic Avenue, Boston, Massachusetts
02210, and Liquidity Financial Group, L.P. ("Liquidity") individually and on
behalf of certain Affiliates as defined in the Agreement (as hereinafter
defined), a California limited partnership with a principal place of business
at 2200 Powell Street, Suite 700, Emeryville, California 94608.

WITNESSETH:

WHEREAS, the parties entered into a Settlement Agreement and Release
dated the 27th day of June, 1996 (the "Agreement") and desire to the amend the
Agreement, to eliminate a possible ambiguity, as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. Section 4(d), of the Agreement shall be and hereby is amended
by adding, at the end of said section following the semi-colon, the following
clause:

provided, however, that Liquidity and Liquidity Affiliates
shall not be deemed to be acting in a "group" in violation of
this Section 4(d) solely by virtue of their voting their
interests in compliance with Section 4(a) of this Agreement;

2. Except as expressly set forth above, the Agreement shall
remain in full force and effect without amendment or modification.

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.

LIQUIDITY FINANCIAL GROUP, L.P. THE KRUPP CORPORATION
By: Liquidity Financial
Corporation, its general partner

By: /s/ Brent Donaldson By: /s/ Laurence Gerber
---------------------------- --------------------
Brent Donaldson Laurence Gerber
President President

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

ASSUMPTION AGREEMENT (this "Agreement"), dated as of November
21, 1996, between Liquidity Financial Group, L.P., a California limited
partnership ("LFG"), and Krescent Partners L.L.C., a Delaware limited liability
company (the "LLC").

W I T N E S S E T H:

WHEREAS, LFG and The Krupp Corporation, a Massachusetts
corporation (the "Corporation"), entered into a Letter Agreement, dated as of
June 27, 1996 and amended as of October 8, 1996 (the "Letter Agreement"),
pursuant to which LFG and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for current lists (the "Lists") of the names and
addresses of the holders of the units of Investor Limited Partnership Interest
(or assignee interests therein or depositary certificates representing such
units) (the "Units") in various real estate limited partnerships sponsored
and/or managed by The Krupp Corporation, a Massachusetts corporation; and

WHEREAS, the LLC (i) has retained or will retain Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) desires to use the Lists for purposes consistent with the terms of the
Letter Agreement.

NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the LLC agrees as follows:

1. The LLC hereby agrees to become bound by the Letter
Agreement to the extent LFG is so bound as if the LLC had executed the Letter
Agreement as of June 27, 1996, and amended as of October 8, 1996; provided,
however, the LLC shall only have liability with respect to its actions or
inactions under the Letter Agreement and shall not be liable for any breach of
any representation, warranty or covenant by LFG or any other party to the
Letter Agreement.

2. The LLC shall not be bound by the Letter Agreement to
the extent that any of the obligations and liabilities of LFG under the Letter
Agreement are expanded, broadened, increased or enlarged.

3. Nothing contained herein shall require the LLC to
pay, perform or discharge any liabilities or obligations expressly assumed
hereunder so long as the LLC shall in good faith contest or cause to be
contested the amount or validity thereof.

<PAGE> 2
IN WITNESS WHEREOF, LFG and the LLC have caused this Agreement
to be duly executed as of the date first written above.

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners, Inc., its
managing member

By: /s/ Richard Mack
--------------------------------
Name: Richard Mack
Title: Vice President

LIQUIDITY FINANCIAL GROUP, L.P.

By: Liquidity Financial Corporation, its
general partner

By: /s/ Brent Donaldson
--------------------------------
Name: Brent Donaldson
Title: President

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

OPTION AGREEMENT

AGREEMENT, dated as of November 21, 1996 (this "Agreement"),
by and between Liquidity Financial Group, L.P., a California limited
partnership (the "Optionee"), and Apollo Real Estate Investment Fund II, L.P.,
a Delaware limited partnership (the "Fund").

W I T N E S S E T H:

WHEREAS, the Fund owns 29.23% of the outstanding limited
liability company interests (the "Krescent Interests") of Krescent LFG L.L.C.,
a Delaware limited liability company ("Krescent LFG");

WHEREAS, Krescent LFG owns 17.1% of the outstanding limited
liability company interests (the "Bidder Interests") of Krescent Partners
L.L.C., a Delaware limited liability company (the "Bidder");

WHEREAS, the Bidder has commenced or will commence tender
offers (the "Tender Offers") to acquire units of Investor Limited Partnership
Interest (or assignee interests therein or depositary certificates representing
such units) (the "Units") of various real estate limited partnerships sponsored
and/or managed by The Krupp Corporation, a Massachusetts corporation (the
"Targets"); and

WHEREAS, the Fund desires to grant to the Optionee an option
to acquire up to 100% of the Fund's Krescent Interests (the "Option
Interests"), upon the terms and subject to the conditions set forth in this
Agreement.

NOW, THEREFORE, in consideration of the foregoing premises,
the mutual covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Optionee and the Fund hereby agree as follows:

1. Grant of the Options. The Fund hereby grants to the Optionee
the right to purchase (the "Option") all or any part of the Option Interests
from the Fund exercisable from the date Bidder accepts for payment Units
tendered pursuant to the Tender Offer until that date which is six months after
the date the Option becomes exercisable (the "Option Period"), at a purchase
price (the "Purchase Price") equal to five percent (5%) of the aggregate
consideration paid and expenses incurred by the Bidder for the Units in the
Tender Offer together with interest at a rate of 20% per annum based on a year
of 366 days (calculated from and after the date of the closing of the Tender
Offer through and including the date of the closing of the Option). If
Optionee does not exercise the entire Option, the Purchase Price shall be
reduced pro rata in accordance with the percentage of the entire Option
exercised by the Optionee.

<PAGE> 2
2. Exercise of the Option. The Option to purchase the Option
Interests shall be exercisable in whole or in part on the terms and subject to
the conditions hereinafter set forth:

(a) In the event that the Optionee is entitled to and
wishes to exercise the Option, the Optionee shall, during the Option Period,
send a written notice (the "Exercise Notice") to the Fund identifying the date
and place for the closing (the "Closing") of the Option Interests to be
purchased. Delivery of the Exercise Notice prior to the expiration of the
Option Period shall be sufficient to entitle the Optionee to purchase the
Option Interests notwithstanding that the Closing may occur after the
expiration of the Option Period; provided, however, that the Closing shall not
be more than fifteen (15) business days from the date that the Exercise Notice
is received by the Fund unless another date is agreed upon in writing by the
Fund and the Optionee.

(b) Payment of the Purchase Price for the Option
Interests to be acquired pursuant to the exercise of the Option will be made by
the Optionee at the Closing by delivering to the Fund, by wire transfer or by
certified check payable to the order of the Fund, an amount equal to the
Purchase Price.

3. Transferability of the Option. The Option may not be
assigned, transferred, or otherwise disposed of, or pledged or hypothecated or
in any way be subject to execution, attachment or other process. Any
assignment, transfer, pledge, hypothecation or other disposition of the Option
attempted contrary to the provisions of this Agreement or any levy, execution,
attachment or other process attempted upon the Option will be null and void and
without effect.

4. Sale of Option Interests. Except as provided in this
Agreement, the Fund shall not, without the express written consent of the
Optionee, during the Option Period, (i) sell or otherwise dispose of any or all
of the Option Interests, or (ii) convert such Option Interests into cash,
capital stock or other securities.

5. Adjustment Upon Changes in Capitalization. In the event of
any change in the Krescent Interests by reason of dividends, split-ups,
recapitalizations, combinations, exchanges of interests or the like, the type
and number of interests of Krescent Interests subject to the Option and the
Purchase Price shall be appropriately adjusted and proper provision shall be
made so that, in the event that any additional Krescent Interests become
outstanding as a result of any such change after the date of this Agreement,
the Option shall be adjusted so that, after such change and together with the
Krescent Interests previously outstanding pursuant to the exercise of the
Option (as adjusted on account of any of the foregoing change in Krescent
Interests), it equals 29.23% of the number of Krescent Interests then
outstanding.

6. Investment. The Optionee acknowledges that the Option
Interests are not being offered pursuant to a registration statement under the
Securities Act of 1933, as amended (the "Act"), or any other securities laws.
The Optionee acknowledges that the Option Interests are being acquired for the
Optionee's own account for investment purposes only and not with a view to, or
for sale in connection with, any public distribution thereof and will not sell,
or offer to sell or otherwise dispose of, any interest in the Option Interests
acquired by the Optionee in violation of the Act. The Optionee has had
substantial experience in business and financial matters and in making
investments of the type contemplated by this Agreement, is capable of
evaluating the merits and risks of the purchase of the Option Interests and is
able to bear the economic risks of such investment.

-2-
<PAGE> 3
7. Representations and Warranties of the Fund. The Fund hereby
represents and warrants to the Optionee as follows:

(a) Organization. The Fund is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, has all requisite power and authority to execute and deliver this
Agreement and perform its obligations hereunder. The execution and delivery by
the Fund of this Agreement and the performance by the Fund of its obligations
hereunder have been duly and validly authorized by the general partner of the
Fund and no other partnership actions on the part of the Fund are necessary to
authorize the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.

(b) Authorization. This Agreement has been duly and validly
executed and delivered by the Fund and constitutes a valid and binding
agreement enforceable against the Fund in accordance with its terms, except
that (i) such enforcement may be subject to applicable bankruptcy, insolvency
or other similar laws, now or hereafter in effect, affecting creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

(c) Title to Option Interests. As of the date hereof,
the Fund is the legal, beneficial and record owner of the Option Interests.
The Fund has good and marketable title to all of the Option Interests, free and
clear of any liens, encumbrances, equities, restrictions and claims of every
kind and nature. No person other than the Fund has any interest in or right to
acquire any interest in any of the Option Interests. There are no rights,
options, convertible or exchangeable, instruments or interests or commitments,
agreements, arrangements or undertakings of any kind to which the Fund is a
party or by which the Fund is bound obligating the Fund to deliver, sell, or
cause to be sold or delivered, the Option Interests.

(d) No Conflicts. Except for authorizations, consents
and approvals as may be required hereunder, (i) no filing with, and permit,
authorization, consent or approval of any state or federal public body or
authority is necessary for the execution of this Agreement by the Fund and the
consummation by the Fund of the transactions contemplated hereby and (ii) none
of the execution and delivery of this Agreement by the Fund and the
consummation by the Fund of the transactions contemplated hereby will (A)
conflict with any or result in any breach of any provision of the
organizational documents of the Fund, (B) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under
any of the terms, conditions or provisions of any indenture, license, contract,
agreement or other instrument or obligation to which the Fund is a party or by
which it may be bound, or (C) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to the Fund.

8. Representations and Warranties of the Optionee. The Optionee
hereby represents and warrants to the Fund as follows:

(a) Organization. The Optionee is a limited partnership
duly formed, validly existing and in good standing under the laws of the State
of California, has all requisite power and authority to execute and deliver
this Agreement and perform its obligations hereunder. The execution and
delivery by the Optionee of this Agreement and the performance by the Optionee
of its

-3-
<PAGE> 4
obligations hereunder have been duly and validly authorized by the general
partner of the Optionee and no other partnership actions on the part of the
Optionee are necessary to authorize the execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.

(b) Authorization. This Agreement has been duly and
validly executed and delivered by the Optionee and constitutes a valid and
binding agreement enforceable against the Optionee in accordance with its
terms, except that (i) such enforcement may be subject to applicable
bankruptcy, insolvency or other similar laws, now or hereafter in effect,
affecting creditors' rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

(c) No Conflicts. Except for authorizations, consents
and approvals as may be required hereunder, (i) no filing with, and permit,
authorization, consent or approval of any state or federal public body or
authority is necessary for the execution of this Agreement by the Optionee and
the consummation by the Optionee of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by the Optionee and
the consummation by the Optionee of the transactions contemplated hereby will
(A) conflict with any or result in any breach of any provision of the
organizational documents of the Optionee, (B) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any
indenture, license, contract, agreement or other instrument or obligation to
which the Optionee is a party or by which it may be bound, or (C) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to the
Optionee.

9. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Option Interests
shall terminate upon the expiration of the Option Period.

10. Notices. Notices relating to this Agreement shall be in
writing and delivered in person or by hand delivery or certified mail, return
receipt requested, postage prepaid, as follows:

If to the Optionee:

Liquidity Financial Group, L.P.
2200 Powell Street, Suite 700
Emeryville, California 94608
Attention: Brent Donaldson

with a copy to:

Morgan, Lewis & Bockius
1800 M Street N.W.
Washington, D.C. 20036
Attention: Lloyd Feller, Esq.

-4-
<PAGE> 5

If to the Fund:

c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
38th Floor
New York, New York 10019
Attention: W. Edward Scheetz
Richard Mack

with a copy to:

Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Fax: (212) 856-7811
Attention: Peter M. Fass, Esq.
Steven L. Lichtenfeld, Esq.

or to such other address as either party may designate by written notice to the
other in accordance with this provision, and is hereby deemed to have been
given or made: if delivered in person, immediately upon delivery; if by telex,
telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier service
with instructions to deliver the next business day, one (1) business day after
sending; and if by certified mail, return receipt requested, three (3) days
after mailing.

11. Benefits of Agreement. This Agreement shall inure to the
benefit and shall be binding upon the successors, heirs, legal representatives
and permitted assigns of the parties hereto.

12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to the principles thereof respecting conflicts of laws.

13. Holidays. Whenever any payment to be made hereunder shall be
stated to be due on a Saturday, Sunday or any national holiday, such payment
may be made on the next succeeding business day.

14. Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

15. Entire Understanding and Release. (a) This Agreement
contains the entire agreement between the Fund and the Optionee and supersedes
any and all prior agreements, understandings and undertakings, whether written
or oral, between the Fund and its officers, directors, employees or agents on
the one hand, and the Optionee on the other hand. No representations,
warranties, covenants or agreements, except those expressly set forth in this
Agreement will be deemed to have been made by either the Fund and its officers,
directors, employees or agents on the one hand, and the Optionee on the other
hand.

-5-
<PAGE> 6
(b) The Optionee hereby releases, acquits and forever
discharges the Fund and its partners, employees and agents, as well as each of
their respective heirs, personal representatives, successors and assigns, from
any and all losses, damages, claims, demands, debts, actions, causes of action,
suits, contracts, agreements, obligations, accounts, defenses and liabilities
of any kind or character whatsoever, known or unknown, suspected or
unsuspected, in contract or in tort, at law or in equity, which the Optionee
ever had, now has, or might hereafter have against the Fund and its partners,
employees and agents for or by reason of any matter, cause or thing whatsoever
which relates in any manner, in whole or in part, directly or indirectly, to
any agreement, understanding, or undertaking of the Fund and its partners,
employees, and agents in connection with the transactions contemplated by this
Agreement.

16. Severability. If any of the provisions of this Agreement
shall be held by a court of competent jurisdiction to be void or unenforceable,
the balance of the provisions of this Agreement shall remain in effect and be
enforced so as to give effect as nearly as possible to the intentions of the
Fund and the Optionee.

17. Execution. This Agreement may be executed in one or more
counterparts, each of which shall be deemed as original, but all of which
together shall constitute one and the same instrument. Facsimile signatures
shall be deemed an original.

-6-
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

LIQUIDITY FINANCIAL GROUP

By: Liquidity Financial Corporation, its general
partner

By: /s/ Brent Donaldson
----------------------------------------------
Name: Brent Donaldson
Title: President

APOLLO REAL ESTATE INVESTMENT FUND II,
L.P.

By: Apollo Real Estate Advisors II, L.P.,
its general partner

By: Apollo Real Estate Capital Advisors II,
Inc., its general partner

By: /s/ W. Edward Scheetz
----------------------------------------------
Name: W. Edward Scheetz
Title: Vice President

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

KRESCENT PARTNERS L.L.C.
1301 AVENUE OF THE AMERICAS
38TH FLOOR
NEW YORK, NY 10019

November 19, 1996

The Krupp Corporation
470 Atlantic Avenue
Boston, MA 02210

Attention: Laurence Gerber

Re: Tender Offers to Krupp Investors

Gentlemen:

Krescent Partners L.L.C. ("Bidder") anticipates making tender offers
on Schedules 14D-1 to investors in various real estate limited partnerships
sponsored and/or managed by The Krupp Corporation ("you"). Bidder also
anticipates being advised by Liquidity Financial Advisors ("LFA") and,
therefore, will be subject to the terms of the Settlement Agreement and
Release, dated as of June 27, 1996 and amended as of October 8, 1996, between
you and an affiliate of LFA. Bidder hereby requests your agreement to admit
Bidder, or cause Bidder to be admitted, as a Limited Partner of the subject
Partnership or a recognized or registered owner of Units, as the case may be,
upon Bidder's acceptance of Units for payment pursuant to any of the
contemplated tender offers, and upon delivery of the opinion of Battle Fowler
LLP in substantially the form attached hereto. Any and all transfers require
delivery, in satisfactory form, of each partnership's standard transfer
paperwork and payment of each partnership's standard transfer fee, as well as
satisfaction of any other standard ministerial matters. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in
the applicable tender offer documents.

Please sign below to indicate your agreement and covenant to effect
the foregoing terms.

Very truly yours,

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners Inc., its
Managing Member

By: /s/ Richard Mack
-----------------------------
Name: Richard Mack
Title: Vice President

Accepted and Agreed to this
19th day of November, 1996,
as modified

The Krupp Corporation

By: /s/ Laurence Gerber
------------------------------
Name: Laurence Gerber
Title: President