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. 2
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. 2 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.
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.
(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 18, 1996.
DECADE COMPANIES INCOME PROPERTIES --
A LIMITED PARTNERSHIP
BY: /s/ Jeffrey Keierleber
Jeffrey Keierleber, General Partner of
Decade Companies, General Partner
of the Partnership
<PAGE>
Exhibit (a)(4)
Cover Letter to Limited Partners
November 19, 1996
Re: Decade Companies Income Properties Tender Offer
Dear Limited Partners:
This letter is written in response to correspondence dated
November 12, 1996 which you may have received recently from
Arnold Leas. Since Mr. Leas mailed his letter we have had
several calls from investors and feel it is important to clear up
the confusion his letter may have caused. This letter is
designed to answer some of the questions that limited partners
have commonly asked of the Partnership Manager.
Mr. Leas is not an employee of Decade Companies, DCIP or any
of its affiliates and, in fact, is an ex-employee. Mr. Leas
recommends in his letter that limited partners not tender their
Interests to DCIP. He also states that he will ask that the
limited partners replace the General Partner with Mr. Leas'
management company.
Mr. Leas' recommendations reflect his personal interests.
We believe that each of the partners should evaluate his or her
own interests. In fact, Mr. Leas' solicitation contains a number
of significant misstatements of material facts and also omits to
include a number of material facts as to which we are pursuing
appropriate action.
We ask that you review the offer to purchase you have
received as well as our past supplemental letters and make your
own decision. Neither DCIP nor its general partner makes any
recommendation to any limited partner as to whether to tender or
refrain from tendering Interests.
Please be reminded that the tender offer is voluntary and
limited partners are not required to tender their Interests to
the partnership. As set forth in the offer to purchase, the
tender offer was designed to provide liquidity for those limited
partners who wished to liquidate their investment at this time.
If you have any questions regarding any aspect of your
investment with the partnership, please contact me at your
earliest convenience at 414-792-9200. Thank you.
Very truly yours,
/s/ Michael G. Sweet
Michael G. Sweet
Partnership Manager
