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. 5
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. 5 to Schedule 13E-4 Issuer Tender Offer
Statement is being filed by Decade Companies Income Properties -- A
Limited Partnership (the "Partnership"). 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.
The Partnership reports that pursuant to the Offer, it purchased
4,048.716 Interests.
<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.
*(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: December 2, 1996.
DECADE COMPANIES INCOME PROPERTIES --
A LIMITED PARTNERSHIP
BY: /s/ Jeffrey Keierleber
Jeffrey Keierleber, General Partner
of Decade Companies, General
Partner of the Partnership
