SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 1
DECADE COMPANIES INCOME PROPERTIES -- A LIMITED PARTNERSHIP
(Name of the Issuer)
DECADE COMPANIES INCOME PROPERTIES -- A LIMITED PARTNERSHIP
(Name of Person Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Jeffrey Keierleber
c/o Decade Companies
Decade Companies Income Properties--A Limited Partnership
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045-5864
with copies to
Conrad G. Goodkind, Esq.
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
_____________________________________________________________________
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications
on Behalf of Person Filing Statements.)
______________________October 24, 1996________________________________
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
This Amendment No. 1 to Schedule 13E-4 Issuer Tender Offer
Statement is being filed by Decade Companies Income Properties -- A
Limited Partnership (the "Partnership") in order to file a letter
concerning the tender offer which was sent to all limited partners
with the Form 10-Q for the quarter ended September 30, 1996. The
Partnership is the issuer of the class of securities which is the
subject of the Schedule 13E-4 transaction. Concurrently with the
filing of this Issuer Tender Offer Statement, the Partnership is
filing with the Securities and Exchange Commission, a Schedule 13E-3
Transaction Statement and the Offer to Purchase. A copy of the Offer
to Purchase is attached as an Exhibit hereto. The information
contained in the Offer to Purchase is incorporated by reference in
answer to the items of this Issuer Tender Offer Statement and the
Cross Reference Sheet set forth below shows the location in the Offer
To Purchase of the information required to be included in response to
the items of this Issuer Tender Offer Statement. The information
contained in the Offer to Purchase, including all exhibits and annexes
thereto, is hereby expressly incorporated by reference and the
responses to each item herein are qualified in their entirety by
reference to the information contained in the Offer to Purchase and
the exhibits and annexes thereto.
<PAGE>
Cross Reference Sheet
(Pursuant to General Instructions to Schedule 13E-4)
Schedule 13E-4
Item Number Caption Caption in Offer to Repurchase (for
incorporation by reference)
1. Security and Issuer
(a) "The Partnership -- Background of the
Partnership."
(b) "The Partnership -- Background of the
Partnership;" "The Offer."
(c) "Lack of Market and Distributions."
(d) Not Applicable.
2. Source and Amount of Funds or Other Considerations
(a)--(b) "Financing the Offer."
3. Purpose of the Tender Offer and Plans or Proposal of the Issuer
or Affiliate
(a)--(j) "The Partnership--Certain Effects of the Offer."
"The Partnership--Conduct of the Partnership After
the Offer."
4. Interest in Securities of the Issuer
No transactions in the Limited Partnership
Interests were effected by the Partnership or a
relevant party.
5. Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer's Securities
"The Partnership--Interests of Certain Persons in
the Offer."
6. Persons Retained, Employed or to Be Compensated
"The Offer--Fees and Expenses;" "The Partnership
-- Fairness of the Offer."
7. Financial Information
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
8. Additional Information
(a) "The Partnership--Interests of Certain Persons in
the Offer;" "The Partnership--Certain Effects of
the Offer;" "The Partnership--Conduct of the
Partnership After the Offer."
(b) "The Partnership--Regulatory Matters."
(c) "The Partnership--Regulatory Matters."
(d) Not Applicable.
(e) Offer to Purchase and the annexes and exhibits
thereto.
9. Material to be Filed as Exhibits
(a) *(1) Offer to Purchase and the Annexes (appraisals and
fairness opinions) thereto.
*(2) Cover letter to Limited Partners, dated October
24, 1996.
(3) Cover letter to Limited Partners, dated November
12, 1996.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
* Previously filed
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: November 15, 1996.
DECADE COMPANIES INCOME PROPERTIES --
A LIMITED PARTNERSHIP
BY: /s/ Jeffrey Keierleber
Jeffrey Keierleber, General Partner of
Decade Companies, General Partner
of the Partnership
Exhibit (d)(4)
[DECADE COMPANIES LETTERHEAD]
November 12, 1996
RE: Decade Companies Income Properties
Form 10-Q
Offer to Purchase Limited Partnership Interests
Dear Investor:
We are enclosing with this letter the report on Form 10-Q for the
quarter ended September 30, 1996.
An Offer to Purchase Limited Partnership Interests dated October
24, 1996 was recently mailed to you. Please note. The Offer by
the Partnership to purchase your Limited Partnership Interests
for cash will expire at 12:00 midnight, Milwaukee, Wisconsin time
on Friday, November 22,1996 (unless otherwise extended by the
Partnership). If you have not already accepted the Offer, and
wish to do so, you must sign and timely return the Letter of
Acceptance.
Please note that our office will be open until 5:00 p.m.,
Milwaukee, Wisconsin time, on Friday November 22, 1996. Our fax
machine(414-792-0808) will be available to receive your Letter of
Acceptance after office hours through 12:00 midnight, Milwaukee,
Wisconsin time.
Should you have any questions, please feel free to call me.
Very truly yours,
/s/ Michael Sweet
Michael Sweet
Partnership Manager
MS/mt
Enclosure
BROOKFIELD LAKES CORPORATE CENTER
250 PATRICK BLVD. SUITE 140
BROOKFIELD, WISCONSIN 53045-5864
TELEPHONE (414) 792-9200
FAX (414) 792-0808
