UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be included in statements filed pursuant to 13d-
1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No. 1)*
Integrated Resources High Equity Partners, Series 85,
a California Limited Partnership
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
(CUSIP Number)
Allan B. Rothschild, Esq.
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7051
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 9, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that Section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Millenium Funding Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) []
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
92
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
92
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Millenium Funding II Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
25,460
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
25,460
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,460 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSONS
Presidio Capital Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
25,552
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
25,552
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,552 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON*
HC
Schedule 13D
Millenium Funding Corp. ("MFC"), Millenium Funding II
Corp. ("MFC II"), and Presidio Capital Corp. ("Presidio") (MFC,
MFC II and Presidio, collectively, the "Reporting Persons") are
filing this Amendment No. 1 to their Schedule 13D dated June 11,
1997 (the "Schedule 13D") to report the acquisition by MFC II of
units of limited partnership interest (the "Units") of Integrated
Resources High Equity Partners, Series 85, a California limited
partnership ("HEP"). HEP is a California limited partnership
with its principal executive offices at 411 West Putnam Avenue,
Greenwich, CT 06830.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended in its entirety as follows:
The Reporting Persons own beneficially an aggregate of
6.4% of the outstanding Units (on the basis of 400,010 Units
outstanding). Set forth below is a summary for each Reporting
Person of its beneficial ownership of Units.
A. MFC
(a) Aggregate number of Units beneficially
owned: 92
Percentage: 0.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
92
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 92
(c) There were no transactions by MFC during
the past 60 days.
(d) MFC may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from the
sale of, the 92 Units.
(e) Not applicable.
B. MFC II
(a) Aggregate number of Units
beneficially owned: 25,460
Percentage: 6.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
25,460
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 25,460
(c) There were no transactions by MFC II during
the past 60 days, other than as set forth
below in this item 5.
(d) MFC II may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from
the sale of, the 25,460 Units
(e) Not applicable.
C. Presidio
(a) Aggregate number of Units
beneficially owned: 25,552
Percentage: 6.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
25,552
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 25,552
(c) There were no transactions by Presidio
during the past 60 days, other than as
set forth in this item 5.
(d) Presidio may be deemed to have the right to
receive or the power to direct the receipt of
distributions from, or proceeds from the sale
of, the 25,552 Units.
(e) Not applicable.
Since the Reporting Persons filed their Schedule 13D, MFC II
has purchased (1) 629 Units for $38,966.55 (ie. $61.95 per Unit)
on June 19, 1997; (2)456 Units for $27,576.25 (ie. $60.47 per
Unit) on July 2, 1997; (3) 614 Units for $38,730.20 (ie. $63.08
per Unit) on August 4, 1997; (4) 40 Units for $2,4609.00 (ie.
$61.50 per Unit) on August 28, 1997; (5) 260 Units for $22,620.00
(ie. $87.00 per Unit) on November 18, 1997; (6) 100 Units for
$8,850.00 (ie. $88.50 per Unit) on November 24, 1997; (7) 234
Units for $20,826.00.00 (ie. $89.00 per Unit) on December 1,
1997; (8) 60 Units for $5,340.00 (ie. $89.00 per Unit) on
December 5, 1997; (9) 102 Units for $9,180.00 (ie. $90.00 per
Unit) on December 8, 1997; (10) 20 Units for $1,780.00 (ie.
$89.00 per Unit) on December 8, 1997; (11) 2,630 Units for
$223,550.00 (ie. $85.00 per Unit) on December 9, 1997; (12) 20
Units for $1,760.00 (ie. $88.00 per Unit) on December 12, 1997.
The purchases were made in brokerage transactions, except for the
purchase of 2,630 Units on December 9, 1997, which was a private
purchase transaction.
1. Exhibit I - Agreement pursuant to Rule 13d-
(f)(1)(iii), filed herewith
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 23, 1997
MILLENIUM FUNDING CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Executive Vice President
and General Counsel
MILLENIUM FUNDING II CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Executive Vice President
and General Counsel
PRESIDIO CAPITAL CORP.
BY: NORTHSTAR PRESIDIO MANAGEMENT
COMPANY LLC, AS AGENT
By: /s/Richard J. Sabella
Name: Richard J. Sabella
Title: President
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed herewith
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
MILLENIUM FUNDING CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Executive Vice President
and General Counsel
MILLENIUM FUNDING II CORP.
By: /s/Allan B. Rothschild
Name: Allan B. Rothschild
Title: Executive Vice President
and General Counsel
<PAGE>
PRESIDIO CAPITAL CORP.
BY: NORTHSTAR PRESIDIO MANAGEMENT
COMPANY LLC,
AS AGENT
By: /s/Richard J. Sabella
Name: Richard J. Sabella
Title: President
