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. 4
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. 4 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.
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.
<PAGE>
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.
*(4) Cover letter to Limited Partners, dated November
18, 1996.
*(5) Cover letter to Limited Partners, dated November
20, 1996.
(6) Letter to Limited Partners, dated November 27,
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 27, 1996.
DECADE COMPANIES INCOME PROPERTIES --
A LIMITED PARTNERSHIP
BY: /s/ Jeffrey Keierleber
Jeffrey Keierleber, General Partner
of Decade Companies, General
Partner of the Partnership
November 28, 1996
RE: Decade Companies Income Properties Tender Offer
Dear Investor:
We are pleased to report that on Wednesday, November 27, the
Partnership's Tender Offer was completed. We feel the Tender
Offer was successful in accommodating the differing goals of the
limited partners. For those who tendered their Interests, there
is immediate liquidity of their investment. For those who did
not tender their Interests, there is an immediate increase in
their percentage ownership of the Partnership, including
acquiring a greater share of the equity, profit, and losses.
Because Interests were tendered at a discount to estimated net
asset value, limited partners who did not tender will also
proportionately benefit to the extent of the discount.
The Partnership does not intend to borrow any additional
funds to purchase any Interests. Further, all Interests which
have been tendered have been accepted in full, without proration.
We will tabulate the results of the Tender Offer after the
Thanksgiving holiday and report such results to you in a separate
letter.
We believe the Tender Offer was beneficial for all limited
partners by enabling them to make a choice between immediate
liquidity and continued ownership. We found a way to provide
liquidity to those who wanted it at a price generally above the
prevailing secondary market prices, while offering the benefits
of increased ownership to those partners who remained in the
Partnership.
If you have any questions whatsoever regarding this or any
aspect of your investment in this program, please do not hesitate
to contact me at your earliest convenience.
Very truly yours,
Michael G. Sweet,
Partnership Manager
