DECADE COMPANIES INCOME PROPERTIES
SC 13E3, 1996-10-24
REAL ESTATE
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                 Rule 13-3 Transaction Statement
                (Pursuant to Section 13(e) of the
                Securities Exchange Act of 1934)
   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 Statement.)
           This Statement is filed in connection with
                  (check the appropriate box):
a.  [  ]  The filing of solicitation materials or an information
          statement subject to Regulation 14A, Regulation 14C or
          Rule 13e-3(c) under the Securities Exchange Act of
          1934.
b.  [  ]  The filing of a registration statement under the
          Securities Act of 1933.
c.  [X]   A tender offer.
d.  [  ]  None of the above.
Check the following box if the soliciting materials or
information statement referred to are preliminary copies:   [  ]
____________________Calculation of Filing Fee____________________
     Transaction valuation*             Amount of Filing Fee
_________________________________________________________________
          $7,021,457                         $1,404.00
_________________________________________________________________

*  For purposes of calculating the filing fee only.  This amount
assumes the purchase of 17,466.31 Limited Partnership Interests
at a per Interest price of $402.00.  The amount of the filing
fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of
the value of the securities subject to the tender offer.

<PAGE>

[  ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid.  Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.

<PAGE>

     This Rule 13e-3 Transaction Statement (the "Statement")
relates to an issuer tender offer by Decade Companies Income
Properties -- A Limited Partnership (the "Partnership") to
purchase outstanding limited partnership interests (the
"Interests") upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 24, 1996 (including
the annexes thereto, the "Offer to Purchase"), and in the related
Letter of Acceptance (which together constitute the "Offer"),
copies of which are filed as Exhibits (d)(1) and (d)(2) hereto,
respectively.  This Statement is being filed by the Partnership. 
Capitalized terms used in this Statement and not defined herein
shall have the meanings set forth in the Offer to Purchase.

     Concurrently with the filing of this Statement, the
Partnership is filing with the Securities and Exchange
Commission, a Schedule 13E-4 Issuer Tender Offer Statement.  A
copy of the Offer to Purchase is attached as Exhibit (d)(1)
thereto.  The information contained in the Offer to Purchase is
incorporated by reference in answer to the items of this
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 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 Instruction to Schedule 13E-3)



Item of                       Location in Offer to Repurchase
Schedule 13E-3                (for incorporation by reference)

Item 1.        Issuer and Class of Security Subject to the
               Transaction.

(a)       "The Partnership--Background of the Partnership."

(b)       "The Partnership--Background of the Partnership."

(c)       "Lack of Market and Distributions."

(d)       "Lack of Market and Distributions."

(e)       Not Applicable.

(f)       Not Applicable.

Item 2.        Identity and Background.

This Schedule 13E-3 is being filed only by the Partnership, the
issuer of the class of securities which is the subject of this
Rule 13e-3 transaction.

(a)-(d)   "The Partnership--Background of the Partnership."

(e)-(f)   During the past five years, neither the Partnership nor
          any of the persons enumerated in General Instruction C
          to Schedule 13E-3 has been (i) convicted in a criminal
          proceeding (excluding traffic violations or similar
          misdemeanors) or (ii) a party to a civil proceeding of
          a judicial or administrative body of competent
          jurisdiction, and, as a result of such proceeding, was
          or is subject to a judgment, decree or final order
          enjoining further violation of, or prohibiting
          activities subject to, federal or state securities laws
          or finding any violation of such laws.

(g)       All relevant persons are citizens of the United States
          of America.

Item 3.   Past Contacts, Transactions or Negotiations.

(a)       Not Applicable as the Schedule is being filed by the
          issuer alone.

(b)       "The Partnership--Interests of Certain Persons in the
          Offer."

Item 4.   Terms of the Transaction.

(a)       "The Offer."

(b)       "The Offer--Proration Rights."

Item 5.   Plans or Proposals of the Issuer or Affiliate.

(a)-(g)   "The Partnership--Certain Effects of the Offer;" "The
          Partnership--Conduct of the Partnership After the
          Offer."


Item 6.   Source and Amount of Funds or Other Consideration.

(a)-(d)   "Financing the Offer."


Item 7.   Purposes, Alternatives, Reasons and Effects.

(a)-(c)   "The Partnership--Background for the Offer."

(d)       "The Partnership--Certain Effects of the Offer."

Item 8.   Fairness of the Transaction.

(a)-(f)   "The Partnership--Determination of the Offer Price."

Item 9.   Reports, Opinions, Appraisals and Certain Negotiations.

(a)-(c)   "The Partnership--August 1996 Appraisal of Pelican
          Sound; September 1996 Appraisal of Meadows II; April
          1996 Appraisal of Town Place;" "The Partnership--
          Opinion of The Valuations Group."

Item 10.  Interest in Securities of the Issuer.

(a)-(b)   "Security Ownership."

Item 11.  Contracts, Arrangements or Understandings with Respect
          to the Issuer's Securities.

          "The Partnership--Interests of Certain Persons in the
          Offer."

Item 12.  Present Intention and Recommendation of Certain Persons
          with Regard to the Transaction.

(a)       "The Partnership--Interests of Certain Persons in the
          Offer."

(b)       "Security Ownership;" "The Offer."

Item 13.  Other Provisions of the Transaction.

(a)       "The Offer."

(b)-(c)   Not Applicable.

Item 14.  Financial Information.

(a)       "Financial Statements."

(b)       "Pro Forma Financial Data."

Item 15.  Persons and Assets Employed, Retained or Utilized.

(a)-(b)   "The Offer;" "Financing the Offer--Estimated Costs and
          Fees."

Item 16.  Additional Information.

          The Offer, the Annex and Exhibits attached hereto.

Item 17.  Material to be filed as Exhibits

(a)       Not Applicable

(b)  (1)  Fairness opinion of The Valuations Group (attached as
          Annex D to the Offer to Purchase).

     (2)  Appraisal of Pelican Sound, Report Letter dated August
          28, 1996, of Riggins, Atkinson, Combs, and Associates,
          Inc. (attached as Annex A to the Offer to Purchase).

     (3)  Appraisal of The Meadows II, Report Letter dated
          September 25, 1996, of T.M. Warner MAI, SRA (attached
          as Annex B to the Offer to Purchase).

     (4)  Appraisal of Town Place, Report Letter dated April 15,
          1996, of Riggins, Atkinson, Combs, and Associates, Inc.
          (attached as Annex C to the Offer to Purchase).

(c)       Not Applicable.

(d)  (1)  Offer To Purchase, dated October 24, 1996.

     (2)  Letter of Acceptance.

     (3)  Cover letter to Limited Partners, dated October 24,
          1996.

(e)       Not Applicable.

(f)       Not Applicable.

<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:  October 24, 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>








 












                      Offer to Purchase Interests of
         Decade Companies Income Properties--A Limited Partnership
                For Cash Consideration of $402 Per Interest
                        ___________________________
          This offer, the proration period and withdrawal rights
              will expire at 12:00 midnight, Milwaukee time,
                  on November 22, 1996, unless extended.
                    __________________________________

     Decade Companies Income Properties--A Limited Partnership (the
"Partnership") invites its Limited Partners to tender limited partnership
interests (the "Interests") in the Partnership for the cash purchase price
of $402 per Interest upon the terms and subject to the conditions set forth
in this Offer to Purchase and in the related Letter of Acceptance (which
together constitute the "Offer").  All Interests properly tendered and not
withdrawn will be purchased for $402 per Interest, net to the seller in
cash, upon the terms and subject to the conditions of the Offer.  While
this is an Offer for all Interests, in the event that more than 8,944
Interests are tendered and the Partnership determines not to, or is unable
to, borrow additional funds upon acceptable terms, the tendered Interests
will be prorated for payment.  See "The Offer."  If the Partnership obtains
financing to purchase additional Interests, the Partnership will prepare
and disseminate supplemental material on the financing terms and the
increased number of Interests it agrees to purchase and, if required, will
extend the November 22, 1996 expiration date.  This Offer is not
conditioned on any minimum number of Interests being tendered.

     In deciding whether to tender Interests, a Limited Partner should
evaluate and consider the risks associated with tendering all or part of
the Interests and the risks associated with continuing to hold all or part
of the Interests.

- -    The $402 offer price is below the June 30, 1996, approximate $576 net
     asset value per Interest as determined by The Valuation Group.  Such
     net asset value does not include the costs of the Partnership
     completing its required filings, or the costs of conducting the Offer. 
     See "The Partnership -- Determination of the Offer Price."

- -    Selecting the $402 offer price involved a conflict of interest as the
     Partnership and non-tendering Limited Partners would prefer a lower
     price and the tendering Limited Partners would prefer a higher price. 
     See "The Partnership -- Determination of the Offer Price."

- -    When the Partnership was originally formed, the General Partner
     originally intended to sell the Partnership's property within seven to
     nine years after the Partnership's acquisition of its investment
     properties.  The General Partner now believes the Partnership may have
     to retain the property for an additional period of time in order to
     maximize the potential profits.  See "The Partnership -- Background of
     the Offer," "The Partnership -- Certain Effects of the Offer" and "The
     Partnership -- Conduct of the Partnership After the Offer."

- -    If there are fewer than 300 remaining Limited Partners after
     completion of the this Offer, the Partnership intends to terminate the
     registration of Interests under the Securities Exchange Act of 1934,
     which will result in Limited Partners receiving less information than
     if the registration continued.  See "The Partnership -- Conduct of the
     Partnership After the Offer."

     Neither the Partnership nor Decade Companies, its General Partner,
makes any recommendation to any Limited Partner as to whether to tender or
refrain from tendering Interests and no person has been authorized to make
any recommendation on behalf of the Partnership as to whether Limited
Partners should tender or refrain from tendering Interests pursuant to the
Offer.  No person has been authorized to give any information or to make
any representations in connection with the Offer other than those contained
in this Offer.  If given or made, such recommendation, information or
representation must not be relied upon as having been authorized by the
Partnership.

     Limited Partners desiring to tender all or, subject to the terms
discussed herein, any portion of their Interests should complete and sign
the Letter of Acceptance, or a facsimile copy thereof, in accordance with
the instructions in the Letter of Acceptance, and mail or deliver it along
with any other required documents to the Partnership.  A Limited Partner
having Interests registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact that broker, dealer,
commercial bank, trust company or other nominee and have such holder
complete the Letter of Acceptance if such Limited Partner desires to tender
such Interests.

     THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES ADMINISTRATOR OF ANY
STATE, NOR HAS THE COMMISSION OR SUCH ADMINISTRATOR PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

          The date of this Offer to Purchase is October 21, 1996.
<PAGE>

                    SUMMARY OF CERTAIN INFORMATION

     The following is a summary of certain information contained
elsewhere in this Offer.  This summary does not purport to be complete
and is qualified in its entirety by reference to the more detailed
information contained elsewhere in this Offer and the Annexes and
Exhibits hereto.  Capitalized terms used but not defined in this
Summary are defined elsewhere in this Offer.  Limited Partners are
urged to read this Offer to Purchase and the Annex and Exhibits in
their entirety.

                               The Offer

Offeror. . . . . . . . .   The Partnership, a Wisconsin limited
                           partnership, invites all of its Limited
                           Partners to tender their Interests upon
                           the terms and subject to the conditions of
                           this Offer.  See "The Partnership--
                           Background of the Partnership."

Offer Price. . . . . . .   $402 per Limited Partnership Interest. 
                           See "The Partnership--Determination of the
                           Offer Price."

Offer Expiration Date. .   November 22, 1996, unless extended by the
                           Partnership.  See "The Offer."

Offer Conditions . . . .   This Offer is for all Interests and,
                           subject to the terms and conditions of
                           this Offer, the Partnership will purchase
                           all of the Interests tendered and not
                           withdrawn, provided, however, that if more
                           than 8,944 Interests are tendered and the
                           Partnership, in its sole discretion,
                           determines not to, or is unable to, borrow
                           additional funds upon acceptable terms,
                           the Partnership will prorate the tendered
                           Interests as set forth herein.  See "The
                           Offer--Certain Conditions" and "Financing
                           The Offer."  If the Partnership obtains
                           financing to purchase additional
                           Interests, the Partnership will prepare
                           and disseminate Supplemental Materials
                           and, if required, will extend the November
                           22, 1996 expiration date.  If a Limited
                           Partner tenders any Interests and owns
                           Fractional Interests, an amount of
                           Interests must be tendered such that a
                           Limited Partner no longer owns any
                           Fractional Interests.  If a Limited
                           Partner tenders less than all of their
                           Interests, a minimum of three (3)
                           Interests must be retained.  See "The
                           Offer."

Procedures to
 Tender Interests. . . .   A Limited Partner who desires to tender,
                           subject to the terms and conditions
                           herein, all or any portion of their
                           Interests should complete and sign the
                           Letter of Acceptance and mail or deliver
                           it to the Partnership by the Expiration
                           Date.  See "The Offer--Procedures for
                           Tendering Interests."

Financing the Offer. . .   As of the date of this Offer, the
                           Partnership has sufficient cash reserves
                           to purchase 8,944 Interests and may borrow
                           additional funds to purchase additional
                           Interests.  In case more than 8,944
                           Interests are tendered and the Partnership
                           does not or is not able to arrange
                           financing, tendered Interests will be
                           prorated.  If the Partnership obtains
                           financing to purchase additional
                           Interests, the Partnership will prepare
                           and disseminate supplemental material on
                           the financing terms and may extend the
                           November 22, 1996, expiration date.  See
                           "Financing the Offer."

Proration Terms. . . . .   Upon the terms and subject to the
                           conditions of the Offer, the Partnership
                           will accept for purchase all Interests
                           tendered by the Expiration Date, provided
                           that if more than 8,944 Interests are
                           tendered and the Partnership does not, or
                           cannot, obtain additional financing, upon
                           acceptable terms, to purchase such
                           additional Interests, the Partnership will
                           prorate purchases.  See "The Offer--
                           Proration."  In the event of proration,
                           the Partnership will first accept all of
                           the tenders from Limited Partners who own
                           less than 100 Interests and who tender all
                           of their Interests by the Expiration Date. 
                           If this amount is still in excess of 8,944
                           and the Partnership does not, or cannot,
                           borrow additional funds to purchase
                           Interests, the Partnership will prorate
                           purchases based upon the ratio of the
                           number of Interests tendered by each
                           Limited Partner who tendered all of their
                           Interests and who own less than 100
                           Interests by the Expiration Date to the
                           total number tendered by all Limited
                           Partners who tender all of their Interests
                           and who own less than 100 Interests by the
                           Expiration Date.  In prorating purchases,
                           the General Partner intends to purchase an
                           amount so that a Limited Partner after
                           proration holds three or more Interests
                           and no Fractional Interests.  After this
                           category of tendering Limited Partners has
                           been satisfied and if there are any funds
                           to purchase any other Interests tendered
                           and proration is necessary, the
                           Partnership will prorate purchases from
                           Limited Partners who tendered some, but
                           not all, of their Interests or who own 100
                           Interests or more based upon the ratio of
                           the number of Interests tendered by each
                           Limited Partner to the total remaining
                           number of Interests tendered, provided
                           that the Partnership may round the
                           prorated amount such that a Limited
                           Partner after the Offer will hold at least
                           three Interests and will not hold any
                           Fractional Interests.  See "The Offer--
                           Proration."  
Certain Effects of the 
  Repurchase Offer . . .   As a result of the Offer, affiliates of
                           the General Partner, and Limited Partners
                           who do not tender their Interests, will
                           acquire a greater share of the equity,
                           profit, and losses of the Partnership, and
                           Limited Partners who tender their
                           Interests will no longer share in future
                           earnings, distributions, or growth of the
                           Partnership, if any.  Further, the Limited
                           Partners who tender will no longer share
                           in the risks associated with achieving
                           such earnings or the potential to realize
                           greater value for their Interests.  The
                           General Partner and its affiliates may
                           also benefit by receiving certain fees and
                           distributions pursuant to the Partnership
                           Agreement.  See "The Partnership--
                           Interests of Certain Persons in the
                           Offer," "The Partnership--Certain Effects
                           of the Offer" and "The Partnership--
                           Conduct of the Partnership After the
                           Offer."

Opinion of
 Financial Advisor . . .   The Valuations Group has rendered a
                           written opinion that, subject to the
                           assumptions set forth therein, the Offer
                           of $402 per Interest is fair to such
                           holders.  The full text of the written
                           opinion, dated as of October 7, 1996,
                           which sets forth the assumptions made,
                           procedures followed, matters considered
                           and limits of its review, is attached as
                           Annex D.  Holders of interests are urged
                           to and should read such opinion in its
                           entirety.  See "The Partnership--Opinion
                           of The Valuations Group."

Federal Income
 Tax Consequences. . . .   The receipt of cash for Interests,
                           pursuant to the Offer will be a taxable
                           transaction for federal income tax
                           purposes under the Internal Revenue Code
                           of 1986, as amended, and also may be a
                           taxable transaction under applicable
                           state, local, foreign and other tax laws. 
                           See "The Partnership--Certain Federal
                           Income Tax Consequences of the Offer."

Cash Distributions . . .   After the Offer has been consummated, the
                           Partnership intends to make cash
                           distributions, to the extent that cash is
                           available, in accordance with the
                           Partnership Agreement.  See "The
                           Partnership--Certain Effects of the Offer"
                           and "The Partnership--Conduct of the
                           Partnership After the Offer."

Questions. . . . . . . .   Questions and requests for assistance, or
                           for additional copies of this Offer to
                           Purchase, and the Letter of Acceptance,
                           may be directed to the Partnership at its
                           offices at 250 Patrick Boulevard, Suite
                           140, Brookfield, Wisconsin 53045-5864,
                           telephone (414) 792-9200, facsimile (414)
                           792-0808, Attention:  Michael G. Sweet.

<PAGE>

                            THE PARTNERSHIP

     Decade Companies Income Properties -- a Limited Partnership
(the"Partnership") invites its limited partners ("Limited Partners")
to tender limited partnership interests ("Interests") at the net price
of $402 per Interest (the "Offer Price"), to the tendering Limited
Partner in cash, upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of
Acceptance (which together constitute the "Offer").  The $402 amount
will be prorated in respect of fractional limited partnership
interests ("Fractional Interests").  All references to Interests shall
include Fractional Interests, unless the context otherwise requires.

     Neither the Partnership nor its General Partner makes any
recommendation to any Limited Partner as to whether to tender or
refrain from tendering Interests.  Each Limited Partner, after
evaluating and considering the risks associated with tendering or
continuing to hold Interests, must make his or her own decision
whether to tender Interests and, if so, how many Interests to tender.

Background of the Partnership

     The Partnership is a limited partnership formed under the
Wisconsin Uniform Limited Partnership Act to invest in existing
residential real properties and to make equity-participating and other
loans on income-producing real properties that are secured by a first
or junior mortgage lien.  The general partner of the Partnership is
Decade Companies, a Wisconsin general partnership, (hereafter "General
Partner") of which Jeffrey Keierleber and Decade 80, Inc. are
currently the general partners.  Decade 80, Inc. is entirely owned by
Jeffrey Keierleber.  Prior to December, 1992, Harold Barian was also a
general partner in Decade Companies.  The principal office of the
Partnership and Decade Companies is located at 250 Patrick Boulevard,
Suite 140, Brookfield, Wisconsin 53045-5864, Telephone (414) 792-9200.

     From 1986 to 1988, the Partnership raised $18 million of capital
through sale of its Interests.  From 1986 to 1993, the Partnership
acquired six apartment complexes, three of which it continues to own. 
See "Business of the Partnership."

     At the close of business on October 1, 1996, the Partnership's
17,466.31 Interests were held by 1,936 Limited Partners.  See
"Description of the Limited Partnership Interests."


Background of the Offer

     In April 1996, the Partnership received net loan proceeds of
$4,057,000 from the refinancing of its mortgage loan on Town Place
Apartments.  The refinancing created an opportunity for the
Partnership, through its General Partner, to reassess its business
options and to re-evaluate its future course action in order to better
meet its investment objectives.

     There have been 27 secondary market transactions for Limited
Partner-Interests since October 1994.  See "Determination of The Offer
Price."  Based upon this activity and based upon conversations with
Limited Partners and their representatives, the General Partner
believes that there are certain Limited Partners who desire to sell
their Interests immediately for cash in order to obtain liquidity and
other Limited Partners who do not need or desire the liquidity and
would prefer the opportunity to retain their Interests in order to
benefit from any potential future capital appreciation that may be
realized from continued operation and eventual sale of the
Partnership's property or other properties to be acquired.  The
General Partner believes that the Limited Partners should be entitled
to make a choice between immediate liquidity and continued ownership
and, thus, believes that the Offer being made hereby accommodates the
differing goals of both groups of Limited Partners.

     The General Partner considered the possibility of expanding
existing real estate operations by seeking the acquisition of
additional investment properties through leveraging the Partnership. 
Although the General Partner strongly favors the alternative of
expanding real estate operations, it has determined to use existing
cash reserves in this Offer to provide Limited Partners a choice.  The
General Partner may in the future reconsider the merits of expanding
the Partnership's real estate operation.  See "The Partnership--
Conduct of the Partnership After the Offer."

     The General Partner also considered the advisability of a pro
rata distribution of cash reserves, inclusive of the refinancing
proceeds.  The General Partner does not believe that such an approach
would be the best alternative.  The General Partner believes it is a
more efficient use of the Partnership's capital either to (i) continue
to operate the Partnership's properties and possibly acquire other
real estate properties and leverage the Partnership (and in compliance
with the securities laws terminate its public reporting requirements,
if possible) or (ii) sell the property at the prevailing market price,
wind up the affairs of the Partnership, liquidate and distribute the
net sale proceeds and other assets.  Based upon (i) its experience in
real estate (ii) the long term historical increase in real estate
values in the Madison, Wisconsin area and Clearwater, Florida and St.
Petersburg, Florida area and (iii) the General Partner's perception
that financial institutions are increasingly willing to lend to
developers and real estate investors, which should result in an
increase in selling prices for real estate properties, the General
Partner believes the current value of the Partnership properties is
more likely than not to increase in the future, provided the
Partnership holds the property for a period of time and, therefore,
does not believe it is the optimal time to sell the property and
liquidate the Partnership.  There can be no assurances, however, of
any profit or a distribution if a Limited Partner decides to hold
their Interests.

     The General Partner believes that continued ownership by the
Partnership of its property is in the long-term best interests of
those Limited Partners willing and able to maintain their investment
in the Partnership.  There can, of course, be no assurance that such
appreciation will occur, or, if it does occur, that it will result in
any specific level of return to the remaining Limited Partners.

     In determining to make the Offer, the General Partner also
considered that the Partnership originally intended to sell the
properties within seven to nine years after the Partnership's
acquisition of its investment properties.  The three properties owned
by the Partnership were acquired between January  1989 and November
1993.  The General Partner now believes the Partnership may be
required to retain the properties for a longer period in order to
maximize the potential profit on sale.

     Consequently, the General Partner decided that the Partnership
should undertake this Offer in order to permit the Limited Partners
either to sell their Interests at a price determined to be fair by an
independent third party (and generally above prevailing secondary
market sales prices), while offering other Limited Partners the option
of holding their Interests subject to the potential of future gain or
loss.  Limited Partners who tender their shares pursuant to the Offer
are, in effect, exchanging the certainty and liquidity of a current
sale for the potentially higher return of continued ownership of their
Interests, but the continued ownership of Interests also entails the
risk of loss of all or a portion of the investment.

     Once the Offer is completed, and if the number of Limited
Partners is reduced to less than 300, the Partnership will proceed
with deregistration of the Interests under the Exchange Act in order
to reduce the administrative overhead associated with compliance under
the federal securities laws.  See "The Partnership--Certain Effects of
the Offer" and "The Partnership--Conduct of the Partnership After the
Offer."

     Under the Amended and Restated Agreement of Limited Partnership,
dated September 30, 1996 (the "Partnership Agreement"), the Limited
Partners have the right upon a majority vote of the Interests to
remove the General Partner and then designate a new General Partner,
who would select an alternative other than this Offer.  As of the date
of this Offer, the General Partner is not aware of any efforts to
remove the General Partner or seek a substitute.

Determination of the Offer Price

     The Offer Price represents the price at which the Partnership is
willing to purchase Interests and was established after considering
the factors described below.  No Limited Partner approval is required
or sought.  No special committee of the Partnership or the Limited
Partners has approved this Offer and no such special committee or
independent person has been retained to act on behalf of the
Partnership or the Limited Partners in connection with this Offer. 
The General Partner is aware of 27 sales of Interest in the last three
years at prices ranging from $127 to $700 per Interest.  There is no
public organized market for Interests and the General Partner is
concerned that those limited partners who wish to dispose of their
investment before liquidation of the Partnership should receive a fair
price.  The weighted average selling price of these 27 trades was $360
per Interest.  A total of 402.56 Interests exchanged hands with an
average transaction of 14.91 Interests.  For the reasons set forth in
this Offer, the General Partner believes $402 per Interest is fair to
the Limited Partners.  Limited Partners are urged to consider
carefully all of the information contained in this Offer and to
consult with their own advisors, including tax and financial advisors,
in evaluating the terms of this Offer before deciding whether to
tender their Interests.

     In making its determination as to fairness, the General Partner
has considered the voluntary nature of the transaction, the competing
interests of different groups of Limited Partners, and the current
state of the real estate market in St. Petersburg, Florida, Madison,
Wisconsin, Clearwater, Florida and nationally.  The General Partner
also considered that the Interests are not traded on any registered
securities exchange or on the NASDAQ over-the-counter market, and, to
the knowledge of the General Partner, there is no market for such
Interests, and none is expected to develop.  Thus, in the absence of
the Offer, Limited Partners desiring liquidity must seek a buyer for
their Interests in negotiated transactions, which to the General
Partner's knowledge has generally involved prices below $400.

     The General Partner also determined that the liquidation value of
the Partnership's property is uncertain at this time.  During the past
24 months, the General Partner has not received any offers to purchase
or exchange for either The Meadows Apartments or Pelican Sound
Apartments (or expression of interests to such effect).  Town Place
has previously received such offers, as described below.  Because
there has been no offer for either of these properties, it is not
possible precisely to determine what price a potential purchaser would
be willing to pay for either of these properties.

     During 1994 the General Partner received 23 offers to purchase
Town Place (or expressions of interests to such effect).  Some of such
offers have been for the purchase of Town Place in combination with
other properties owned by Affiliates of the General  Partner.  The
General Partner has considered each such offer and has generally made
counter offers in response.  The proposed prices have ranged from a
low of $7,450,000 to a high of $9,500,000, with an average price of
$8,970,000.  The Partnership accepted an offer to sell Town Place for
$9,500,000 but the proposed sale was cancelled by the buyer who
forfeited a $100,000 escrow deposit to the Partnership.  Twelve of the
offers would have been below the appraised value of Town Place and the
highest offer would have exceeded such amount by less than $300,000
after estimated commissions.

     During 1994 the General Partner received 17 offers to purchase
Pelican Sound (or expressions of interests to such effect).  Some of
such offers have been for the purchase of Pelican Sound in combination
with other properties owned by Affiliates of the General Partner.  The
General Partner has considered each such offer and has generally made
counter offers in response.  The proposed prices have ranged from a
low of $13,000,000 to a high of $16,750,000, with an average price of
$14,618,000.

     There have been no offers in 1994 to the present for The Meadows.

     In selecting an Offer Price, the value of the Partnership's real
property as determined by appraisals was considered.  The appraisal of
Pelican Sound Apartments set the fair market value at $14,250,000 as
of August 28, 1996.  The appraisal of the Meadows II Apartments set
the fair market value at $11,100,000 as of September 25, 1996.  The
appraisal of Town Place Apartments set the fair market value at
$9,200,000 as of April 15, 1996.   A copy of each appraisal report is
included as Annex A, Annex B and Annex C and Limited Partners are
urged to review the appraisals in their entirety.  There can be no
assurance that the properties could be sold at this point, or in the
future, for their 1996 appraised values.  It is possible that a sale
at this time might yield a price which is either greater or lesser
than the appraised amount.  However, based upon (i) its experience in
real estate, (ii) the long term historical increase in real estate
value in the properties and (iii) the General Partner's perception
that financial institutions are increasingly willing to lend to
developers and real estate investors, which should result in the
increased sales prices for real estate properties, the General Partner
believes that the value of the Partnership's property is more likely
than not to increase in the future, provided the Partnership holds the
property for a period of time sufficient to permit a further
strengthening in the real estate market in general and the Madison,
Wisconsin and Clearwater, Florida and St. Petersburg metropolitan real
estate markets in particular.

     In October, 1996, The Valuations Group orally informed the
General Partner that the Interests, utilizing various methods, could
be valued from a range of $253 (under a review of trading activity in
similar limited partnerships) to approximately $576 (under a net asset
value method) per Interest.  Based upon all these factors, including,
but not limited to, The Valuations Group analysis, the General Partner
selected $402 per Interest as the Offer Price, which The Valuations
Group opined would be fair, from a financial point of view, to such
holders.  At this price, and after considering the cash distributions
(of between $554 and $704 per Interest that a holder, depending upon
the date of purchasing the Interest) received and the tax losses
previously allocated with respect to the Interests, most Limited
Partners who tender will receive more than their original price at
which the Interests were sold by the Partnership.

     In determining the Offer Price, the General Partner noted that
the weighted average purchase price during the last three years was
for $360 an Interest.  The General Partner has not derived a
definitive calculation of the liquidation value per Interest.  In
selecting the Offer Price, the General Partner did consider that The
Valuations Group derived a net asset value of $576 per Interest, $389
per Interest under the fractional Interest discount approach, and $253
per Interest under the review of trading activity in similar limited
partnerships.  After considering these factors, the General Partner
then selected a $402 Offer Price in order to not only provide all
limited partners with an opportunity to sell at a price in excess of
the current trading range, but also to provide those limited partners
who do not wish to sell with an incentive to hold their investment.

August 1996 Appraisal of Pelican Sound

     The appraisal of Pelican Sound was performed by an independent
appraiser, Riggins, Atkinson, Combs & Associates, Inc. ("Riggins,
Atkinson").  The appraiser was selected on the basis of its general
qualifications and cost.  Riggins, Atkinson previously performed
similar services for the Partnership.  However, there is no material
relationship between (i) the appraiser, his affiliates and
representatives, and (ii) the Partnership or its General Partner or
affiliates.  No limitations were imposed on the scope of the
investigation of the appraiser.  The Appraisal report is set forth in
Annex A.  Riggins, Atkinson appraised the property at $14,250,000 as
of August 28, 1996.

     In preparing the appraisal, Riggins, Atkinson utilized three
basic techniques for estimating market value: cost, income, and market
data (or direct sales comparison), each of which derived a different
value.  The results of these three approaches are

          Cost                            $14,500,000
          Market or Sales Comparison      $14,300,000
          Income                          $14,200,000

     These approaches were then reconciled to a final estimate of
value.  The cost technique is based on the proposition that an
informed purchaser would pay no more than the cost of producing a
substitute property with the same utility as the subject property. 
This technique calls for comparison, weighing and relating sales data
to the land and property (including improvements) being appraised. 
Greatest weight is placed on actual sales of similar properties made
at times concurrent with the date of the appraisal and under
comparable conditions.  Whenever pertinent, consideration was given to
prices asked by owners and offers made by prospective purchasers
willing to buy.  The income technique converts anticipated benefits to
be derived from the ownership of property into a value estimate. 
Anticipated future income and/or reversions are discounted to a
present worth figure through the capitalization process.  This
approach is based upon the underlying premise that income producing
real estate is typically purchased as an investment, and from the
investor's point of view earning power is the critical element
affecting property value.  An investor who purchases income producing
real estate is essentially trading present dollars for the right to
receive future dollars.  This approach focuses on how change affects
the value of income producing properties.  The income capitalization
approach provides a value indication by converting these anticipated
future benefits and the various accompanying changes into a current
value.  This conversion process can be accomplished by either direct
or yield capitalization methods.  The market data or direct sales
comparison technique estimates value based on comparison to prices
paid in actual market transactions for similar properties.  The
Appraisal report contains additional information on properties which
were determined to be comparable.  Utilizing these techniques, the
appraiser concluded $14,250,000 was the fair value.  There can be no
assurances that Pelican Sound will sell for an amount equal to, or
greater than, the appraised amount.

     The appraiser's underlying analysis, supporting documents and
additional information on each of the three valuation approaches is
set forth in the Appraisal report, which is attached in its entirety
as Annex A to the Offer to Purchase.  For further information on the
cost approach, Limited Partners should review the section of the
appraisal captioned "Cost Approach."  For further information on the
market or sales comparison, Limited Partners should review the section
captioned "Sales Comparison Approach."  For information on the income
approach, including the estimates and assumptions thereunder,
including the discount rate, Limited Partners should review the
section of the appraisal captioned "Income Capitalization Approach."

September 1996 Appraisal of The Meadows II

     The appraisal of The Meadows II was performed by an independent
appraiser, T.M. Warner, MAI, SRA.  The appraiser was selected on the
basis of his general qualifications and cost.  Mr. Warner has
previously performed similar services for other partnerships sponsored
by the General Partner and affiliates.  However, there is no material
relationship between (i) the appraiser, his affiliates and
representatives, and (ii) the Partnership or its General Partner or
affiliates.  No limitations were imposed on the scope of the
investigation of the appraiser.  The Appraisal report is set forth in
Annex B.  Mr. Warner, MAI, SRA appraised the property at $11,100,000
as of September 25, 1996.  

     In preparing the appraisal, T.M. Warner utilized three basic
techniques for estimating market value: cost, income, and market data
(or direct sales comparison), each of which derived a different value. 
The results of these three approaches are

          Cost                            $11,400,000
          Market or Sales Comparison      $11,100,000
          Income                          $11,100,000

     These approaches were then reconciled to a final estimate of
value.  The cost technique is based on the proposition that an
informed purchaser would pay no more than the cost of producing a
substitute property with the same utility as the subject property. 
This technique calls for comparison, weighing and relating sales data
to the land and property (including improvements) being appraised. 
Greatest weight is placed on actual sales of similar properties made
at times concurrent with the date of the appraisal and under
comparable conditions.  Whenever pertinent, consideration was given to
prices asked by owners and offers made by prospective purchasers
willing to buy.  The income technique converts anticipated benefits to
be derived from the ownership of property into a value estimate. 
Anticipated future income and/or reversions are discounted to a
present worth figure through the capitalization process.  This
approach is based upon the underlying premise that income producing
real estate is typically purchased as an investment, and from the
investor's point of view earning power is the critical element
affecting property value.  An investor who purchases income producing
real estate is essentially trading present dollars for the right to
receive future dollars.  This approach focuses on how change affects
the value of income producing properties.  The income capitalization
approach provides a value indication by converting these anticipated
future benefits and the various accompanying changes into a current
value.  This conversion process can be accomplished by either direct
or yield capitalization methods.  The market data or direct sales
comparison technique estimates value based on comparison to prices
paid in actual market transactions for similar properties.  The
Appraisal report contains additional information on properties which
were determined to be comparable.  Utilizing these techniques, the
appraiser concluded $11,100,000 was the fair value.  There can be no
assurances that The Meadows II will sell for an amount equal to, or
greater than, the appraised amount.

     The appraiser's underlying analysis, supporting documents and
additional information on each of the three valuation approaches is
set forth in the Appraisal report, which is attached in its entirety
as Annex B to the Offer to Purchase.  For further information on the
cost approach, Limited Partners should review the section of the
appraisal captioned "Cost Approach."  For further information on the
market or sales comparison, Limited Partners should review the section
captioned "Direct Sales Comparison Approach."  For information on the
income approach, including the estimates and assumptions thereunder,
including the discount rate, Limited Partners should review the
section of the appraisal captioned "Income Capitalization Approach."

April 1996 Appraisal of Town Place

     The appraisal of Town Place was performed by an independent
appraiser Riggins, Atkinson.  The appraiser was selected on the basis
of its general qualifications and cost.  Riggins, Atkinson previously
performed similar services for other partnerships sponsored by the
General Partner and affiliates.  There is no material relationship
between (i) the appraiser, his affiliates and representatives, and
(ii) the Partnership or its General Partner or affiliates.  No
limitations were imposed on the scope of the investigation of the
appraiser.  The Appraisal report is set forth in Annex C.  Riggins,
Atkinson appraised the property at $9,200,000 as of April 15, 1996.  

     In preparing the appraisal, Riggins, Atkinson utilized three
basic techniques for estimating market value: cost, income, and market
data (or direct sales comparison), each of which derived a different
value.  The results of these three approaches are

          Cost                            $9,000,000
          Market or Sales Comparison      $8,900,000
          Income                          $9,300,000

     These approaches were then reconciled to a final estimate of
value.  The cost technique is based on the proposition that an
informed purchaser would pay no more than the cost of producing a
substitute property with the same utility as the subject property. 
This technique calls for comparison, weighing and relating sales data
to the land and property (including improvements) being appraised. 
Greatest weight is placed on actual sales of similar properties made
at times concurrent with the date of the appraisal and under
comparable conditions.  Whenever pertinent, consideration was given to
prices asked by owners and offers made by prospective purchasers
willing to buy.  The income technique converts anticipated benefits to
be derived from the ownership of property into a value estimate. 
Anticipated future income and/or reversions are discounted to a
present worth figure through the capitalization process.  This
approach is based upon the underlying premise that income producing
real estate is typically purchased as an investment, and from the
investor's point of view earning power is the critical element
affecting property value.  An investor who purchases income producing
real estate is essentially trading present dollars for the right to
receive future dollars.  This approach focuses on how change affects
the value of income producing properties.  The income capitalization
approach provides a value indication by converting these anticipated
future benefits and the various accompanying changes into a current
value.  This conversion process can be accomplished by either direct
or yield capitalization methods.  The market data or direct sales
comparison technique estimates value based on comparison to prices
paid in actual market transactions for similar properties.  The
Appraisal report contains additional information on properties which
were determined to be comparable.  Utilizing these techniques, the
appraiser concluded $9,200,000 was the fair value.  There can be no
assurances that Town Place will sell for an amount equal to, or
greater than, the appraised amount.

     The appraiser's underlying analysis, supporting documents and
additional information on each of the three valuation approaches is
set forth in the Appraisal report, which is attached in its entirety
as Annex C to the Offer to Purchase.  For further information on the
cost approach, Limited Partners should review the section of the
appraisal captioned "Cost Approach."  For further information on the
market or sales comparison, Limited Partners should review the section
captioned "Market or Direct Sales Comparison Approach."  For
information on the income approach, including the estimates and
assumptions thereunder, including the discount rate, Limited Partners
should review the section of the appraisal captioned "Income
Capitalization Approach."

Opinion of The Valuations Group

     In September, 1996, the Partnership retained The Valuations Group
to deliver an opinion in connection with the fairness of the offer
price.  The Partnership selected The Valuations Group for its
familiarity and experience with valuing limited partnership interests,
its independence from the Partnership and the price and scheduling
terms on which it agreed to perform its services.  The Partnership
placed no limits on the scope of analysis and investigation and no
deadline was set by which it had to complete its analysis.  In
October, 1996, the Partnership was orally informed, and on October 7,
1996, it confirmed in writing, that on such date of opinion $402 per
Interest was fair to holders from a financial point of view.  The
Valuation Group's opinion is not required to be updated after the date
of this Offer so as to take account of material developments, if any,
which may thereafter occur or may come to its attention.  A copy of
the written opinion dated as of October 7, 1996 is attached hereto as
Annex D.  Limited Partners are urged to read this opinion in its
entirety.

     In rendering its opinion, The Valuations Group relied, in part,
without independent verification, on the accuracy and completeness of
information provided to it by the Partnership.  The Valuations Group
did not make or obtain appraisals of the Partnership's assets, but
relied upon the appraisals dated August 25, 1996, September 25, 1996
and April 15, 1996, respectively, of the Partnership's properties and
did not solicit third parties who might be interested in acquiring all
or a part of the Partnership or the property.  See "The Partnership --
August 1996 Appraisal of Pelican Sound," "The Partnership -- September
1996 Appraisal of The Meadows II," and "The Partnership -- April 1996
Appraisal of Town Place."  The Valuations Group reviewed the key
assumptions of the respective appraisers and believes the assumptions
and resulting conclusions in each appraisal to be both reasonable and
adequately documented.

     In reaching its conclusions about the fairness of the Offer, The
Valuations Group utilized a variety of valuation techniques and
performed a number of analyses of relevant information.  In forming
its opinion, The Valuations Group has reviewed the Partnership's
recent Securities and Exchange Commission filings and data published
in real estate industry publications.  Prior to being engaged to
provide this opinion in connection with the fairness of the offer
price, in 1995 The Valuations Group prepared an independent opinion of
value for a client unrelated to the Partnership.  In that opinion, The
Valuations Group concluded that $440 per Interest was the fair market
value for an Interest; however, The Valuations Group's current
valuation based on the same methodology applied using information
available as of August 15, 1996 is $389 per Interest.  The difference
arises from The Valuation Group (1) consideration of the expenses
associated with the Town Place financing; (2) consideration of
$200,000 of estimated liquidation costs; (3) consideration of limited
partners distributions in excess of operational cash and (4) inclusion
of a $225,000 fee due a third party upon sale of a Partnership
property.  The principal methods, techniques and their outcome
supporting the opinion are summarized in the following paragraphs.

     As part of the review, The Valuations Group sought information
about recent sales of the Interests.  The Valuations Group, based upon
information from the General Partner and its own research, found that
402.56 limited partnership units in the Partnership changed hands in
27 transactions.  These transactions occurred at prices ranging from a
low of $127.39 per Interest to a high of $700 per Interest.  The
weighted average transaction price for the 27 recorded transactions
was $359.60 per Interest.  The offer price is in excess of such price.

     As part of its analysis in support of its opinion, The Valuations
Group derived an estimate of the Partnership's net asset value per
Interest.  This estimate, which The Valuations Group believes to be
reasonable based on its analysis of Partnership information,
represents the dollar amount in cash which could be available for
distribution to the Partnership's Limited Partners, stated on a per
Interest basis, if the Partnership's properties were sold at their
appraised value and its outstanding liabilities were satisfied as of
June 30, 1996.  Net asset value per Interest is equal to appraised
value less selling costs and repayment of debt plus net other assets
(e.g., cash, receivables, less payables, etc.).  This amount does not
consider all of the costs of liquidating the Partnership, completing
all of the filings required by the Securities and Exchange Commission
or other agencies, or the costs of conducting this Offer.  Based upon
its analysis, The Valuations Group derived a net asset value of $576
per Interest.  The offer price, which does consider the costs of
liquidating the Partnership (and other related costs) and the costs of
this Offer, is approximately a 30.21% discount to this derived net
asset value.

     As an additional part of its review to support its opinion, The
Valuations Group also analyzed recent trading prices for limited
partnership interests trading on the limited partnership secondary
market.  These transactions typically occur at prices which are
substantially discounted to the partnership's net asset value. 
Applying a 37.5% discount to The Valuations Group's derived net asset
value for the Partnership, The Valuations Group estimated a trading
market value of $360 per Interest.

     The Valuations Group also considered that fractional, non-
controlling interests in limited partnerships typically trade at
discounts to the partnership's net asset value.  These discounts are
often substantial and reflect investor preferences for a partnership's
unique investment characteristics.  The Valuations Group has applied
discounts and premiums to net asset value based upon internally
derived, weightings which represent The Valuations Group's subjective
judgment as to the relative influence of a number of key factors on
the value of a non-controlling, minority interest in the Partnership. 
These relative influences are reflected as additions to or
subtractions from net asset value and are expressed as premiums or
discounts applied thereto.  In deriving the applicable discount for a
non-controlling, minority interest in the Partnership, The Valuations
Group looked at the following factors:  secondary market, liquidity
and investment control, cash flow and distributions, asset type and
quality, management capabilities and fee structure, market
capitalization, portfolio diversification, liquidation time horizon,
recent historical performance, analytical complexity, and financial
leverage.  Factors which figured most prominently in deriving the
discount appropriate to estimate the price for a non-controlling
interest in the Partnership were:  (i) the secondary market trading
activity; (ii) lack of current distributions; (iii) weak liquidation
incentives; and (iv) the analytical complexity of the Partnership. 
The Valuations Group, applying the fractional interest discount
approach derived a value of $389 per Interest which represents a
32.47% discount from net asset value (a 25% discount for lack of
marketability and control, a 2.5% discount for lack of cash flow, a
2.5% discount for liquidation time horizon, and 2.5% discount for
difficulties with valuing the Interests).

     These analyses, taken as a whole, led The Valuations Group to
conclude that the offer price of $402 per Interest is fair to Limited
Partners from a financial point of view.  The preparation of the
fairness opinion is a complex process and is not necessarily
susceptible to partial analysis or summary description.  Selecting
portions of the analyses in the summary set forth above, without
considering the analyses as a whole, could create an incomplete view
of the processes underlying The Valuation Group's opinion.  No
partnership or transaction used in the above analysis as a comparison
is identical to the Partnership or the contemplated Offer.  In
arriving at its fairness determination, The Valuations Group
considered the results of all such analyses and did not assign any
particular weight to the results of any particular analysis.  The
analyses were prepared for the purpose of enabling The Valuations
Group to provide its opinion as to fairness and do not purport to be
appraisals or necessarily reflect the prices at which businesses or
securities actually may be sold.

     As compensation for financial advisory services rendered in
connection with the Offer, the Partnership has agreed to pay The
Valuations Group a fee of $9,000.00, whether or not the Offer is
consummated. 

Interests of Certain Persons in the Offer

     The General Partner's interest in the Partnership will not
increase as a result of the Offer.  However, the General Partner could
benefit if, upon the eventual sale of the Partnership's property,
there were sufficient net cash proceeds to permit the General Partner
to share in distributions set forth in the Amended and Restated
Agreement of Limited Partnership, dated September 30, 1996 (the
"Partnership Agreement").  The Partnership Agreement permits the
General Partner to receive 12% of the net sale proceeds as well as
other payments set forth in the Partnership Agreement, provided the
Limited Partners have received a certain return.  There can be no
assurance, however, that there will be any such amount available for
distribution to the General Partner or that the remaining Limited
Partners will receive either their capital contributions or any other
payment.

     Jeffrey Keierleber, an affiliate of the General Partner, owns
193.04 Interests and has advised the General Partner that he does not
intend to tender his Interests.  As a consequence of this Offer, Mr.
Keierleber will acquire a greater percentage ownership of the
Partnership, as will other Limited Partners who retain their
Interests, and be subject to the risks and benefits associated with
ownership of the Interests and the business of the Partnership.

     An affiliate of the General Partner will continue to manage the
Partnership's property and receive property management fees from the
Partnership until the property is sold.  The General Partner will
continue to manage the Partnership and receive partnership management
fees, subject to the limitations set forth in the Partnership
Agreement.

Certain Effects of the Offer

     In addition to the effects of the Offer on tendering and
nontendering Limited Partners and upon the General Partner, the Offer
will affect the Partnership in several other respects.

     The Partnership will use some or all of its existing cash
reserves for the purchase of Interests and will not have such cash
reserves available for future needs and contingencies.  The use of
cash reserves will reduce or eliminate the Partnership's present
interest income earned on such cash reserves.  Moreover, if the
Partnership borrows additional funds to finance the purchase of in
excess of 8,944 Interests, such additional borrowing will increase the
required debt service of the Partnership and reduce, eliminate, or
result in a negative cash flow.  The Partnership has not sought or
obtained a commitment for financing and there can be no assurances as
to the availability, terms or applicable conditions of any financing. 
The receipt of cash pursuant to the Offer will be a taxable
transaction to any Limited Partners who tender Interests.  See "The
Partnership--Certain Federal Income Tax Consequences of the Offer." 
For tax qualified investors, increasing the leverage could also result
in unrelated business taxable income.  See "Certain Federal Income Tax
Consequences of the Offer."

     If there are fewer than 300 remaining Limited Partners after
completion of this Offer, the Partnership intends to apply to
terminate the registration of the Interests under the Exchange Act. 
The termination of registration of the Interests under the Exchange
Act is expected to reduce certain of the Partnership's administrative
costs, such as legal, accounting, printing, mailing and investor
communications expenses, and will reduce the information required to
be furnished by the Partnership to the Securities and Exchange
Commission and will make certain provisions of the Exchange Act, such
as the short-swing profit recovery provisions of Section 16(b) no
longer applicable and suspend the requirement to file reports pursuant
to Section 15(d).

     Continued holding of the Interests will subject the Limited
Partners to the risks generally incident to the ownership of real
property, including:  (a) the uncertainty of sufficient revenue to
meet fixed obligations, if any; (b) adverse changes in national
economic conditions; (c) changes in the popularity of real estate as
an investment; (d) adverse local market conditions due to changes in
general or local economic conditions or neighborhood values; (e)
changes in interest rates and the availability and terms of mortgage
funds in general; (f) the financial condition of tenants and sellers
of property; (g) changes in real estate tax rates or other operating
expenses; (h) energy shortages or price changes; or (i) governmental
actions such as rent or other economic controls, acts of God, and
other factors that are beyond the control of the General Partner. 
Although the Partnership intends to maintain insurance with the types
and amounts of coverage that are customarily maintained by prudent
owners of similar properties, uninsured losses could nevertheless
occur.  In addition, certain expenditures associated with real estate
equity investments (principally, real estate taxes and maintenance
costs) are not necessarily decreased by events adversely affecting the
Partnership's income from such investments.  Thus, the cash required
to operate a property may exceed the rental income earned thereon, and
the Partnership may have to borrow funds in order to protect its
investment or may be required to dispose of the property at a loss. 
The Partnership's ability to meet its obligations and thereafter to
make distributions to the Limited Partners will depend on these
factors and, for these and other reasons, no assurance of profitable
operations can be made.  In addition, there can be no assurance that
the value of the Partnership's real estate holdings will appreciate in
the future.

Conduct of the Partnership After the Offer

     The Partnership intends to operate Pelican Sound, The Meadows II
and Town Place for a number of years.  There can, of course, be no
assurance that the market will be better or worse than presently
exists at any point in the future or that a profit will be realized by
the Partnership upon an eventual sale of its property.  The General
Partner has no plans to seek a sale of the Partnership's property
until, in its opinion, such sale is necessary or appropriate.  The
timing of such events cannot be predicted, but the General Partner
does not anticipate such a sale for at least two years, and perhaps
much longer.  Other than as described in this Offer, the Partnership
does not have any present plans or proposals that would result in any
extraordinary transactions, or any material changes in the structure
of the Partnership.

     If the Partnership obtains financing to fund this Offer, the
amount and frequency of future cash distributions will be affected by
any debt service obligations and possibly by the terms of the
financing arrangement.  Future distributions may also be affected by
other factors, including cash flow of the Partnership's properties,
cash reserves of the Partnership, and number of Interests tendered and
purchased pursuant to this Offer.  See "Lack of Market and
Distributions."  The Partnership may consider acquiring additional
investment properties and leverage the Partnership.  No specific
properties have been identified for investment, and the General
Partner will have substantial discretion in investing any funds from
refinancing of the Partnership property.  No assurances can be given
that the Partnership will be successful in obtaining suitable
investments on financially attractive terms or that, if investments
are made, the objectives of the Partnership will be achieved.

     Upon completion of the Offer, the Partnership may consider
purchasing any Interests not purchased in the Offer.  Any such
purchases may be on the same terms or on terms which are more or less
favorable to Limited Partners than the terms of the Offer.  Rule 13e-4
under the Exchange Act prohibits the Partnership and its affiliates
from purchasing any Interests, other than pursuant to the Offer, until
at least ten business days after the Expiration Date.  Any possible
future purchases by the Partnership will depend on many factors,
including the market price of the Interests, the results of the Offer,
the Partnership's business and financial position and general economic
and market conditions.

     Interests the Partnership acquires pursuant to the Offer will not
be available for the Partnership to issue without further Limited
Partner action.

Certain Federal Income Tax Consequences of the Offer

     The following is a general summary under currently applicable law
of certain federal income tax considerations generally applicable to
the sale of Interests pursuant to the Offer and the retention of
Interests after the Expiration Date.  The following summary is for
general information only, and the tax treatment described herein may
vary depending upon each Limited Partner's particular situation. 
Certain Limited Partners (including, but not limited to, insurance
companies, tax-exempt organizations, financial institutions or
broker/dealers, foreign corporations, and persons who are not citizens
or residents of the United States) may be subject to special rules not
discussed below.  In addition, the summary does not address the
federal income tax  consequences to all categories of Interest
holders, nor does it address the federal income tax consequences to
persons who do not hold the Interests as "capital assets," as defined
by the Internal Revenue Code of 1986, as amended (the "Code").  No
ruling from the Internal Revenue Service ("IRS") will be sought with
respect to the federal income tax consequences discussed herein; thus,
there can be no assurance that the IRS will agree with the conclusions
stated.  For tax years prior to 1996, the Partnetship utilized an
incorrect procedure for calculating and allocating certain
depreciations/deductions.  See "Corrections of Depreciation Methods
and Allocations" below.  Limited Partners are urged to consult
their own tax advisors as to the particular tax consequences
of a tender of their Interests to the Partnership for repurchase
pursuant to the Offer, including the applicability and effect of
any state, local, foreign or other tax laws, any recent changes
in applicable tax laws and any proposed legislation.  The
following information is intended as a general statement of
certain tax considerations, and Limited Partners should
not construe this as legal or tax advice.

     Sale of Interests Pursuant to the Offer.  The receipt of cash for
Interests pursuant to the Offer will be a taxable transaction for
federal income tax purposes and may also be a taxable transaction
under applicable state, local and other tax laws.  The repurchase of
Interests by the Partnership pursuant to the Offer will be deemed a
sale of the Interests by the tendering Limited Partner.  The
Partnership's payment for a Limited Partner's Interests is in complete
liquidation of that portion of the Limited Partner's interest in the
Partnership represented by the repurchased Interests.  The recipient
of such payments is taxable to the extent of any gain recognized in
connection with the liquidation.  In general, and subject to the
recapture rules of the Code Section 751 discussed below, a holder will
recognize capital gain or loss at the time his Interests are purchased
by the Partnership to the extent that the money distributed to him
exceeds his adjusted basis the repurchased Interests.  Upon a sale of
an Interest pursuant to the Offer, a Limited Partner will be deemed to
have received money in the form of any cash payments to him from the
Partnership and to the extent he is relieved from his proportionate
share of liabilities, if any, to which the Partnership's assets are
subject.  A Limited Partner will thus be required to recognize gain
upon the sale of his Interests to the Partnership if the amount of
cash he actually receives, plus the amount he is deemed to have
received as a result of being relieved of his proportionate share of
Partnership nonrecourse liabilities (if any), exceeds the adjusted
basis of the Limited Partner for the repurchased Interests.  The
income taxes payable upon the sale must be determined by each Limited
Partner on the basis of his own financial interests.

     The adjusted basis of a Limited Partner's Interests is calculated
by taking his initial basis and making certain additions and
subtractions thereto.  The initial basis of a Limited Partner is the
amount paid for his Interests ($1,000 per Interest for those who
purchased in the initial offering).  This initial basis is increased
by a Limited Partner's proportionate share of nonrecourse liabilities,
if any, to which the Partnership's assets are subject and by the share
of Partnership taxable income, capital gains and other income items
allocated to the Limited Partner.  A Limited Partner's basis is
reduced by cash distributions and by the share of Partnership losses
allocated to the Limited Partner.

     A selling Limited Partner will be allocated a pro rata share of
the Partnership's taxable income or loss for 1996 with respect to the
Interests sold in accordance with the provisions of the Partnership
Agreement concerning transfers of Interests.  Such allocation will
affect the Limited Partner's adjusted tax basis in his Interests and,
therefore, the amount of such Limited Partner's taxable gain or loss
upon a sale of Interests pursuant to this Offer.  For individuals,
trusts and estates the income allocated will be treated as ordinary
income which could be taxed at a rate as high as 39.6% for federal
income tax purposes, while the corresponding reduction in taxable gain
upon the sale of the Interests will result in tax savings of no more
than 28% of the reduction in taxable gain.

     There was nonrecourse debt attributed to the Interests in the
approximate amount of $23,086,000 as of June 30, 1996.  Therefore,
in determining the tax consequences of accepting the Offer, the
Partnership's payments for Interests will be deemed to be equal
to the $402 cash payment per Interest plus a pro rata share
of the Partnership's nonrecourse debt (approximately $1,322 per
Interest) (together, the "Selling Price").  The taxable gain
(or loss) to be incurred as a consequence of accepting the Offer
is determined by subtracting the adjusted basis of the purchased
Interests from the Selling Price.

     Each Limited Partner must determine his own adjusted tax basis,
as the adjusted tax basis will vary depending upon when the Limited
Partner purchased the Interests and the amount of distributions
received for each Interest, which varies by the day admitted to the
Partnership.  As of June 30, 1996, the General Partner estimates that
the adjusted tax basis of each Interest held by an original Limited
Partner, based on tax returns filed by the Partnership, ranges from
$1,379 to $1,479, on average (for taxable limited partners), and
from $2,040 to $2,068, on average (for tax-exempt limited partners),
depending upon the year of investment, computed as follows:



<PAGE>

<TABLE>
<CAPTION>
                                             1986 Purchase                 1987 Purchase                 1988 Purchase

                                      Taxable     Tax Exempt       Taxable      Tax Exempt       Taxable      Tax Exempt
<S>                                   <C>         <C>              <C>          <C>              <C>          <C>
Original Capital Contribution          $1,000         $1,000        $1,000          $1,000        $1,000          $1,000
Ordinary Income (1986 to 1990)             50             50            50              50            34              34
Rental Income                                            318                           294                           314
Interest Income Reported
 (through December 31, 1995)              110            110           110             110            71              71
Estimated 1996 Rental Income                               3                             3                             3
Estimated 1996 Interest Income              7              7             7               7             7               7
Proportionate Share
 of Non-Recourse Debt                   1,322          1,322         1,322           1,322         1,322           1,322
                                        2,489          2,810         2,489           2,786         2,434           2,751

Less:  Net Rental Losses
(through December 31, 1995)             (324)                        (325)                         (256)
Less:  Investment Interest Expense
(through December 31, 1995)              (43)           (43)          (43)            (43)          (43)            (43)
Less:  Section 1231 Loss (1994)          (55)           (55)          (55)            (55)          (55)            (55)
Less:  Cash Distributions
(through September 30, 1996)            (661)          (661)         (634)           (634)         (574)           (574)
Estimated 1996 Rental Loss               (16)                         (16)                          (16)
Estimated 1996 Investment
Interest Expense                         (11)           (11)          (11)            (11)          (11)            (11)
Estimated Current Basis
Per Interest                            1,379          2,040         1,405           2,043         1,479           2,068
</TABLE>

<PAGE>

     THE FOREGOING ESTIMATE INCLUDES ESTIMATES OF THE ALLOCATED
PORTIONS OF ITEMS ATTRIBUTABLE TO 1996 (INCLUDING INTEREST
INCOME, AND PASSIVE ACTIVITY LOSSES).  EACH LIMITED PARTNER MUST
DETERMINE HIS OWN ADJUSTED BASIS.

     Under the foregoing and utilizing the estimated adjusted tax
basis, an original Limited Partner whose Interests are purchased
in the Offer would incur a gain of approximately $245 to $345 per
Interest (on average) for taxable limited partners or a loss of
approximately $316 to $344 per Interest (on average) for tax-
exempt limited partners as follows:

<PAGE>

<TABLE>
<CAPTION>
                                         1986           1986          1987            1987          1988           1988
                                      Taxable     Tax Exempt       Taxable      Tax Exempt       Taxable     Tax Exempt
<S>                                   <C>          <C>             <C>          <C>             <C>          <C>
Cash for Interests                        402            402           402             402           402            402
Relief from Non-Recourse Liabilities    1,322          1,322         1,322           1,322         1,322          1,322
Selling Price                           1,724          1,724         1,724           1,724         1,724          1,724
Subtracted Basis (computed  above)    (1,379)        (2,040)       (1,405)         (2,043)       (1,479)        (2,068)
Taxable gain (loss)                    $  345       $  (316)        $  319        $  (319)        $  245       $  (344)
</TABLE>
<PAGE>


     Such a loss will be a capital loss if the Interests are a
capital asset in the hands of the current Limited Partner. 
Capital losses are deductible only to the extent of capital gains
plus, in the case of a noncorporate taxpayer, ordinary income up
to $3,000.  Noncorporate taxpayers can carry a net capital loss
forward until it is exhausted.  Corporations can carry net
capital losses back three years and forward five years.

     The actual taxable gain (loss) for any particular Limited
Partner may vary depending on that Limited Partner's particular
circumstances.  For example, if a current Limited Partner
acquired an Interest from another Limited Partner rather than in
the initial offering of Interests, the current Limited Partner's
basis for his Interests is probably not between $1,379 to $1,479
for taxable limited partners (the amounts shown above). 
Furthermore, if the Limited Partner has suspended passive
activity losses from this Partnership or from any other activity,
the Limited Partner may be able to offset the income allocated to
him by the Partnership for 1996 by the amount of his suspended
passive activity losses.  The General Partner estimates that the
amount of suspended passive activity losses from this Partnership
would range from $325 to $344 per Interest, on average, for
taxable limited partners, unless such losses have previously been
utilized by the Limited Partner. Under this assumption, the
resulting net gain (loss) of the sale of Interests pursuant to
this Offer would range from a net loss of $80 per Interest to a
net gain of $1 per Interest for taxable limited partners.

     Under Code Section 469, a noncorporate taxpayer or personal
service corporation can deduct passive activity losses in any
year only to the extent of such individual's passive activity
income for such year, and closely held corporations may not
offset such losses against so-called "portfolio" income.  A loss
recognized by a Limited Partner upon a sale of less than 100% of
his Interests pursuant to this Offer can be currently deducted
(subject to other applicable limitations) to the extent of such
Limited Partner's passive income from the Partnership for the
year of sale or to the extent of any other passive activity
income from that year, and a gain, if any, recognized by a
Limited Partner upon such sale can be offset by such Limited
Partner's current or carryover passive activity losses, if any,
from the Partnership or from other sources.  If a Limited Partner
disposes of 100% of his Interests pursuant to the Offer, such
Limited Partner generally will be able to deduct his remaining
passive activity losses, if any, from the Partnership that could
not previously be deducted by such Limited Partner due to the
foregoing limitations.

     A taxable gain, if any, on the disposition of Interests must
be allocated between ordinary income and long term capital gain. 
Long term capital gain or loss will be realized on such sale by a
Limited Partner if (1) he or she is not a "dealer" in securities;
(2) he or she has held the Interests for longer than 12 months;
and (3) the Partnership has no Section 751 assets.  To the extent
that a portion of the gain realized on the sale of an Interest is
attributable to Section 751 assets (i.e., "unrealized
receivables" and "inventory items of the Partnership which have
appreciated substantially in value") a Limited Partner will
recognize ordinary income, and not a capital gain, upon the sale
of the Interest.  For purposes of Code Section 751, recapturable
cost recovery allowance is treated as if it were an "unrealized
receivable."  Thus, gain, if any, recognized by a Limited Partner
who sells an Interest will be ordinary income in an amount not in
excess of his share of the Partnership's recapturable cost
recovery allowance.  Furthermore, if the Partnership were deemed
to be a "dealer" in real estate for federal income tax purposes,
the property held by the Partnership might be treated as
"inventory items of the Partnership which have appreciated
substantially in value" for purposes of Code Section 751 and a
Limited Partner tendering his Interests would recognize ordinary
income, in an amount equal to his share of the appreciation in
value of the Partnership's real estate inventory.  The General
Partner does not believe it has operated the Partnership's
business in a manner as to make the Partnership a "dealer" for
tax purposes.

     For taxable Limited Partners the amount of recapturable
cost recovery allowance per Interest purchased by a Limited
Partner in the original offering is estimated to be $105 as
of December 31, 1996.  Therefore, approximately $105 of the
taxable gain, if any, per Interest will be considered to be
ordinary income, with the balance of the taxable gain (loss)
considered to be capital gain (loss) for federal income tax
purposes for the Limited Partners who hold their Interests
as capital assets.  Ordinary income recognized in 1996 is
taxed at a stated maximum rate of 39.6% for federal income
tax purposes.  Net capital gains are taxed for federal
income tax purposes at a stated maximum rate of 28%.  The tax
rates may actually be somewhat higher, depending on the
taxpayer's personal exemptions and amount of adjusted gross
income.  For tax exempt Limited Partners subject to UBTI (see
"Retirement Plan Investors," below), the amount of
recapturable cost recovery allowance per Interest purchased by
a tax exempt Limited Partner in the original offering is
estimated to be $9 as of December 31, 1995.

     Gain realized by a foreign Limited Partner on a sale of
Interests pursuant to this Offer will be subject to federal
income tax.  Under Code Section 1445 and related regulations, the
transferee of a partnership interest held by a foreign person is
generally required to deduct and withhold a tax equal to 10% of
the amount realized on the disposition.  The Partnership will
withhold 10% of the amount realized by a tendering foreign
Limited Partner.  Amounts withheld would be creditable against a
foreign Limited Partner's federal income tax liability, and if in
excess thereof, a refund could be obtained from the Service by
filing a U.S. income tax return.

     To prevent back-up federal income tax withholding equal to
31% of the payments made pursuant to the Offer, each Limited
Partner who does not otherwise establish an exemption from such
withholding must notify the Partnership of such Limited Partner's
correct taxpayer identification number (or certify that such
taxpayer is awaiting a taxpayer identification number) and
provide certain other information by completing a Substitute Form
W-9 to the Partnership.  Certain Limited Partners, including
corporations, are not subject to the withholding and reporting
requirements.  Foreign  Limited Partners are subject to other
requirements.  See "The Offer -- Signature Guarantees and Method
of Delivery."

     Retirement Plan Investors.  Qualified pension, profit-
sharing and stock bonus plans and IRA's (collectively "Qualified
Plans") are generally exempt from taxation except to the extent
that their unrelated business taxable income ("UBTI"), determined
in accordance with Code Sections 511-514, exceeds $1,000 in any
taxable year.  Code Section 512(b)(5) provides generally that
UBTI does not include gains or losses from the disposition of
property other than inventory or property held primarily for sale
to customers in the ordinary course of business.  However, Code
Section 512(b)(4) provides that notwithstanding Code Section
512(b)(5), a portion of the gain from the sale of debt-financed
property will be treated as UBTI.  Because a portion of the
Partnership's assets are debt financed, a portion of the gain, if
any, recognized by a Qualified Plan on the sale of an interest
will be UBTI.  If a Qualified Plan is not a "dealer" in
securities, the remaining portion of any gain from the sale of
Interests will not be UBTI unless the Partnership is deemed to be
a "dealer" in real estate.  The General Partner does not believe
the Partnership's business has been operated in such a manner as
to make it a dealer, but there is no assurance that the Service
may not contend that the Partnership is a dealer.  If the
Partnership obtains financing to repurchase Interests, the
Internal Revenue Service may contend that each nonredeeming
Limited Partner has acquired an interest in debt-financed
property, in addition to the current debt-financed property of
the Partnership.  The Internal Revenue Service may also contend
that the increase in the principal amount of the Town Place
Apartments mortgage loan in April 1996 could reasonably have been
anticipated when the original mortgage loan had been obtained. 
The General Partner does not believe that the increase could have
been reasonably anticipated.  However, if the Internal Revenue
Service were successful in either contention, some additional
portion of the Partnership's income allocated to those Limited
Partners that are Qualified Plans would be UBTI.

     Retention of Interests.  There will be no immediate tax
consequences to Limited Partners with respect to Interests that
are not repurchased in the Offer.  However, Limited Partners who
retain their Interests will, henceforth, have a proportionately
greater interest in the items of Partnership income and loss and
in distributions by the Partnership because each remaining
Interest will represent a greater percentage of the total
Interests outstanding.  The extent of the change in proportionate
interest will depend upon the number of Interests tendered and
accepted by the Partnership.  Plan Limited Partners who are
Qualified Plans will have a greater amount of UBTI.  The actual
amount of UBTI will depend upon the actual number of Interests
purchased pursuant to this Offer.

     Limited Partners who own Interests that are not repurchased
will have income or loss allocated to them by the Partnership for
1996 (estimated to be approximately $16 of net rental loss per Interest
for taxable partners and $3 of net rental income for tax-exempt limited
partners as of June 30, 1996.  It is estimated that all limited
partners will report in 1996 interest income of $7 per Interest
and investment interest expense of $11 per Interest.).  However,
such Limited Partners will receive cash distributions from the
Partnership in 1996 that can be used to pay the 1996 income taxes
resulting from such allocation.  As discussed above, suspended
passive activity losses, if any, can be used to reduce the impact
of any taxable income allocated for 1996.

     Correction of Depreciation Methods and Allocations.  In
October 1996, the General Partner discovered that in years prior
to 1996 the Partnership had depreciated all of its depreciable
real estate on a straight-line basis over 27-1/2 years, its
land improvements on a straight-line basis over 15 years,
and its tangible personal property on an accelerated basis
over seven years and had allocated all of such depreciation
to the taxable Limited Partners.  However, because some of
the Limited Partners are Qualified Plans, a portion of such
property should have been treated as tax-exempt property
under the Code and should have been depreciated on a straight
line basis over 40 years for real estate and land improvements
and over 10 years for tangible personal property.  The
Partnership Agreement provides that the depreciation attributable
to tax-exempt real estate is to be allocated to Qualified Plans,
but is silent as to the allocation with respect to other tax-
exempt property.  Beginning with 1996, the Partnership will
compute depreciation attributable to its tax-exempt property
on a straight-line basis over 40 years or 10 years, as the
case may be, and will allocate such depreciation to Qualified
Plans.

     The Partnership does not intend (and is not required) to
file amended tax returns for years prior to 1996 to correct
these errors.  However, if the I.R.S. audits the Partnership,
the I.R.S. may adjust depreciation for the three years prior to
1996 that are open to audit, thereby resulting in a timing
difference with respect to such deductions.

     For a taxable Limited Partner, such adjustments would have
the effects of decreasing the amount of depreciation allocated to
the Limited Partner for the three years prior to 1996, increasing
the taxable income of the Limited Partner for such years (if the
losses allocated by the Partnership were not suspended passive
activity losses), reducing any suspended passive activity losses
for such years, increasing the Limited Partner's basis in his
or her Interest and reducing the gain (or increasing the loss)
on the sale of his or her Interest.  The General Partner estimates
that a taxable Limited Partner who used losses from the
Partnership to reduce the Limited Partner's taxable income for
such years would have additional taxable income of approximately
$30 per Interest for each of the three years that are open to
federal audit adjustment.  For a Qualified Plan, such adjustments
would have the effects of increasing the amount of depreciation
allocated to the Qualified Plan for the three years prior to 1996,
but reducing the UBTI of the Qualified Plan for such years (the
General Partner estimates this amount to be approximately $32
per Interest for each of the three years that are open to federal
audit adjustment), possibly creating suspended passive activity
losses from some of such years, reducing the Qualified Plan's
basis in its Interest and increasing the gain (or reducing the
loss) on the sale of the Interest.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY.  EACH LIMITED PARTNER IS URGED TO
CONSULT THEIR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES TO SUCH LIMITED PARTNER (INCLUDING THE APPLICABILITY
AND EFFECT OF THE CONSTRUCTIVE OWNERSHIP RULES AND FOREIGN, STATE
AND LOCAL TAX LAWS) OF THE DISPOSITION OF INTERESTS PURSUANT TO
THE OFFER.

Accounting Treatment

     For accounting and financial purposes, the Offer will be
accounted for as a redemption of limited partnership interests in
accordance with Accounting Principles Board Opinion No. 16.

Regulatory Matters

     Except as set forth in this Section of the Offer, the
Partnership is not aware of any filings, approvals or other
actions by any domestic or foreign governmental or administrative
agency that would be required prior to the repurchase of
Interests by the Partnership pursuant to this Offer.  The
Interests are not "margin securities" under the regulations of
the Board of Governors of the Federal Reserve System and,
accordingly, such regulations are not applicable to this Offer.

     Because a possible consequence of the Offer may be that the
Partnership would no longer be required to file reports under the
Exchange Act, the Offer is subject to the requirements of
Wisconsin Administrative Code Section SEC 6.05.  Section SEC 6.05
permits such a transaction to occur if the following conditions
are met: (1) the terms of the transaction, including compensation
for the equity securities to be purchased, are fair to all
holders of the securities; (2) the issuer has delivered to each
holder of the securities and has filed with the Wisconsin
Commissioner of Securities a complete and accurate description of
the transaction at least 20 days prior to any purchase or
shareholder vote authorizing the purchase; (3) non-affiliated
security holders are treated no less favorably in connection with
the transaction than any affiliates; and (4) the Commissioner
does not find, within 15 days of the filing of the description of
the transaction, that the transaction constitutes a device,
scheme or artifice to defraud or tends to operate as a fraud or
deceit on the holders of the securities.  The Partnership has
made the required filing under Section SEC 6.05 on October 11,
1996.  This Offer is conditioned upon the Staff of the Wisconsin
Commissioner of Securities informing the Partnership that it will
not recommend that an order disallowing the tender offer be
issued.  The Wisconsin Commissioner of Securities will not and
has not passed upon the merits of the Offer or made any finding
concerning its fairness.

     THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
WISCONSIN COMMISSIONER OF SECURITIES NOR HAS THE COMMISSIONER
PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS
DOCUMENT.


                            THE OFFER

     Under the terms of the Offer, the Partnership will pay for
Interests validly tendered on or prior to the Expiration Date and
not withdrawn in accordance with the Offer to Purchase.  The term
"Expiration Date" shall mean 12:00 p.m., midnight, Milwaukee
time, on November 22, 1996 unless the Partnership extends this
Offer and, in such event, the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended,
shall expire.

     If, prior to the Expiration Date, the Partnership were to
increase the Offer Price, such increased Offer Price would be
delivered in respect of all Interests accepted pursuant to this
Offer, whether or not they were tendered prior to such increase.

     This Offer is not conditioned on any minimum number of
Interests being tendered.  This Offer is, however, subject to
satisfaction of certain conditions.  See "The Offer--Conditions
of Offer," which sets forth in full the conditions of this Offer. 
The General Partner reserves the right, in its sole discretion,
to waive any or all of such conditions, but shall not be
obligated to do so.

     This Offer to Purchase and the related Letter of Acceptance
are being mailed by the Partnership to Limited Partners of record
(in the case of Individual Retirement Accounts and qualified
plans a copy will be sent to the beneficial owners).

     There are no appraisal rights or other rights accorded to
nontendering Limited Partners under either the Partnership
Agreement or applicable state law.

Proration

     This Offer is for all Interests and upon the terms and
subject to the conditions of the Offer, the Partnership will
accept for payment (and thereby purchase) up to all Interests. 
The proration period also expires on the Expiration Date.

     In the event that more than 8,944 Interests are tendered by
the Expiration Date, the Partnership will attempt to borrow
additional funds on terms deemed acceptable by the General
Partner, in its sole discretion, to enable the Partnership to
purchase up to 17,466.31 Interests.  If the Partnership obtains
financing to purchase additional Interests, the Partnership will
prepare and disseminate supplemental materials and, if required,
will extend the Expiration Date.  The maximum mortgage
indebtedness permitted by Section 7.2B (iii) of the Partnership
Agreement is 75% of the aggregate independently appraised fair
market value of the properties.   There can be no assurance that
the Partnership will obtain such financing.

     In the event that more than 8,944 Interests are tendered by
the Expiration Date (or such greater amount as allowed) and the
Partnership does not have sufficient funds to purchase all of the
Interests tendered by that date, the Partnership will prorate
purchases from the Limited Partners as follows:

     1.   The Partnership will first accept all of the tenders
from Limited Partners who own less than 100 Interests and who
tender all of their Interests by the Expiration Date.  If this
amount is in excess of 8,944 and the Partnership does not, or
cannot borrow additional funds, the Partnership will prorate
purchases based upon the ratio of (a) the number of Interests
tendered by each Limited Partner who own less than 100 Interests
and tendered all of their Interests to (b) the total number of
Interests tendered by all Limited Partners who own less than 100
Interests and tender all of their Interests.  The General Partner
will prorate such that every Limited Partner who has prorated
Interests will not hold Fractional Interests and will not hold
less than three Interests.  

     2.   If the above category of tendering Limited Partners has
been satisfied and if there are funds to purchase other Interests
tendered, the Partnership will do so.  This second category will
consist of those (i) Limited Partners who own 100 Interests or
more and (ii) Limited Partners who own less than 100 Interests
and who tendered some, but not all of their Interests.  If
necessary, the Partnership will prorate tenders based upon the
ratio of the number of Interests tendered by each Limited Partner
in this second category to the total number of Interests tendered
in this second category, provided that the Partnership may round
the prorated amount such that a Limited Partner who tenders
Interests does not hold any Fractional Interest and must hold at
least three Interests.  If a Limited Partner decides to tender
some, but not all, Interests, such Limited Partner must tender an
amount such that the Limited Partner does not hold Fractional
Interests and holds at least three Interests.  See "The Offer--
Procedures for Tendering Interests."

     If the Partnership increases or decreases the price to be
paid for Interests, or the Partnership increases the number of
Interests being bought and any such increase in the number of
Interests being bought exceeds 2% of the outstanding Interests,
or the Partnership decreases the number of Interests being
bought, and the Offer is scheduled to expire less than ten
business days from and including the date that notice of such
increase or decrease is first published, sent or given to Limited
Partners, then the Offer will be extended for ten business days
from and including the date of such notice.  For purposes of the
Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from
12:01 A.M. through Midnight, Milwaukee, Wisconsin time.  If the
Partnership obtains financing, it will prepare and disseminate
supplemental material and, if necessary, may extend the
Expiration Date.

Procedures for Tendering Interests

     In order for a tendering Limited Partner to participate in
this Offer, Interests must be validly tendered on or prior to the
Expiration Date, and not withdrawn. A valid tender requires that
a properly completed and duly executed Letter of Acceptance and
duly executed signature pages for any other documents required by
the Letter of Acceptance be actually received by the Partnership
on or prior to the Expiration Date.  A Limited Partner may tender
all or any portion of its Interests, including Fractional
Interests, provided the Limited Partner must tender any
Fractional Interests and may not hold fewer than three (3)
Interests, after the tender.  All Interests of the Partnership
have been issued in book entry form, which means that there are
no certificates for the Interests.  The Partnership expects to
forward cash to the Limited Partners who tender Interests within
30 days of the Expiration Date.  It is a violation of Section
10(b) of the Exchange Act and Rule 10b-4 promulgated thereunder,
for a person to tender Interests for such person's own account
unless the person so tendering owns such Interests.  Section
10(b) and Rule 10b-4 provide a similar restriction applicable to
the tender or guarantee of a tender on behalf of another person. 
The acceptance of Interests by the Partnership for payment will
constitute a binding agreement between the tendering Limited
Partner and the Partnership upon the terms and subject to the
conditions of the Offer, including the tendering Limited
Partner's representation that (1) such Limited Partner owns the
Interests being tendered within the meaning of Rule 10b-4
promulgated under the Exchange Act and (2) the tender of such
Interests complies with Rule 10b-4.

     The Letter of Acceptance must be signed by the registered
holder of the Interests, exactly as the name appears on the
register of the Partnership, and payment will be made directly to
that holder at the address indicated on the register.

     THE METHOD OF DELIVERY OF THE LETTER OF ACCEPTANCE AND ALL
OTHER REQUIRED DOCUMENTS IS SOLELY AT THE OPTION AND RISK OF THE
TENDERING LIMITED PARTNER, AND DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE PARTNERSHIP.  OVERNIGHT COURIER
SERVICE OR REGISTERED MAIL IS RECOMMENDED.

Signature Guarantees and Method of Delivery  

     No signature guarantee is required on the Letter of
Acceptance if the Letter of Acceptance is signed by the
registered holder of the Interests tendered therewith and payment
is to be made directly to such registered holder, or if Interests
are tendered for the account of a member firm of a registered
national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office, branch or agency in the United
States (each such entity being hereinafter referred to as an
"Eligible Institution").  In all other cases, all signatures on
the Letter of Acceptance must be guaranteed by an appropriate
institution.  See Instruction 1 of the Letter of Acceptance.

     If payment is requested to be made to a person or persons
other than those in whose name or address the Interests stand on
the Partnership's books, the signature of the Interest owner or
owners on the Letter of Acceptance must be guaranteed by a
federal or state chartered bank or savings and loan institution
or by a broker-dealer that is a member of the New York Stock
Exchange.

     To prevent back-up federal income tax withholding equal to
31% of the gross payments made pursuant to the Offer, each
Limited Partner who does not otherwise establish an exemption
from such withholding must notify the Partnership of such Limited
Partner's correct taxpayer identification number (or certify that
such taxpayer is awaiting a taxpayer identification number) and
provide certain other information by completing the Substitute
Form W-9 included in the Letter of Acceptance.  Certain Limited
Partners, including corporations, are not subject to the
withholding and reporting requirements.  Foreign Limited Partners
who are subject to the different requests.

     All questions as to the number of Interests to be accepted
and the validity, form, eligibility (including the time of
receipt) and acceptance for payment of any tender of Interests
will be determined by the General Partner, in its sole
discretion, which determination shall be final and binding on all
parties.  The Partnership reserves the absolute right to reject
any and all tenders it determines not to be in proper form or the
acceptance of payment for which may, in the opinion of the
Partnership's counsel, be unlawful.  The Partnership also
reserves the absolute right to waive any of the conditions of the
Offer and any defect or irregularity in the tender of any
particular Interest.  No tender of Interests will be deemed to be
properly made until all defects and irregularities have been
cured or waived.  The Partnership is not and will not be
obligated to give notice of any defects or irregularities in
tenders, and will not incur any liability for failure to give
such notice.

Withdrawal Rights  

     Except as provided in this section, the tender of Interests
pursuant to the Offer is irrevocable.  Interests tendered
pursuant to the Offer may be withdrawn at any time before the
Expiration Date and, unless theretofore accepted for payment by
the Partnership, may also be withdrawn after 12:00 midnight,
Milwaukee time, on December 23, 1996.

     For a withdrawal to be effective, the Partnership must
timely receive at its offices a written, telegraphic or facsimile
transmission notice of withdrawal.  Such notice of withdrawal
must specify the name of the person having tendered the Interests
to be withdrawn and the number of Interests to be withdrawn and
the name of the registered holder, if different from that of the
person who tendered the Interests.  All questions as to the form,
validity and eligibility (including time of receipt) of notices
of withdrawal will be determined by the Partnership, in its sole
discretion, which determination shall be final and binding on all
parties.  The Partnership is not and will not be obligated to
give any notice of any defects or irregularities in any notice of
withdrawal, and will not incur any liability for failure to give
any such notice.  Any Interests properly withdrawn will
thereafter be deemed not tendered for purposes of the Offer. 
Withdrawn Interests may, however, be retendered before the
Expiration Date by again following the procedures set forth in
this Offer.

Certain Conditions

     The Offer is subject to certain conditions specified in The
Offer to Purchase, including the proration terms. 
Notwithstanding any other provision of the Offer, the Partnership
shall not be required to accept for payment, purchase or pay for
any Interests tendered, and may terminate or amend the Offer, or
may postpone the acceptance for payment of, or the payment for,
Interests tendered, if at any time on or after the date of the
Offer, and at or before the time of purchase of, or payment for,
any such Interests, any of the following events shall have
occurred (or shall have been determined by the Partnership to
have occurred) which, in the Partnership's reasonable judgment in
any such case and regardless of the circumstances (including any
action or omission to act by the Partnership), makes it
inadvisable to proceed with the Offer or with such acceptance for
purchase or payment:

     (a)  There shall have been threatened, instituted or pending
          any action or proceeding by any government or
          governmental, regulatory or administrative agency or
          authority or tribunal or any other person, domestic or
          foreign, or before any court or governmental,
          regulatory or administrative authority or agency or
          tribunal, domestic or foreign, which:

          (1)  challenges the making of the Offer, or the
               acquisition of Interests pursuant to the Offer or
               otherwise relates in any manner to the Offer; or

          (2)  in the Partnership's reasonable judgment, could
               materially affect the business, condition
               (financial or other), income, operations or
               prospects of the Partnership or otherwise
               materially impair in any way the contemplated
               future conduct of the business of the Partnership
               or materially impair the Offer's contemplated
               benefits to the Partnership; or

     (b)  There shall have been any action threatened, pending or
          taken, or approval withheld, or any statute, rule,
          regulation, judgment, order or injunction threatened,
          proposed, sought, promulgated, enacted, entered,
          amended, enforced or deemed to be applicable to the
          Offer or the Partnership, by any court or any
          government or governmental, regulatory or
          administrative authority or agency or tribunal,
          domestic or foreign, which, in the Partnership's
          reasonable judgment, could directly or indirectly:

          (1)  make the acceptance for payment of, or payment
               for, some or all of the Interests illegal or
               otherwise restrict or prohibit consummation of the
               Offer;

          (2)  delay or restrict the ability of the Partnership,
               or render the Partnership unable, to accept for
               payment or pay for some or all of the Interests;

          (3)  materially impair the contemplated benefits of the
               Offer to the Partnership; or

          (4)  materially affect the business, condition
               (financial or other), income, operations, or
               prospects of the Partnership, or otherwise
               materially impair in any way the contemplated
               future conduct of the business of the Partnership;
               or

     (c)  There shall have occurred:

          (1)  the declaration of any banking moratorium or
               suspension of payments in respect of banks in the
               United States;

          (2)  any general suspension of trading in, or
               limitation on prices for, securities on any United
               States national securities exchange or in the
               over-the-counter market;

          (3)  the commencement of a war, armed hostilities or
               any other national or international crisis
               directly or indirectly involving the United
               States;

          (4)  any limitation (whether or not mandatory) by any
               governmental, regulatory or administrative agency
               or authority on, or any event which, in the
               Partnership's reasonable judgment, might affect,
               the extension of credit by banks or other lending
               institutions in the United States;

          (5)  any change in the general political, market,
               economic or financial conditions in the United
               States or abroad that could have a material
               adverse effect on the Partnership's business,
               operations or prospects; or

          (6)  in the case of any of the foregoing existing at
               the time of the commencement of the Offer, in the
               Partnership's reasonable judgment, a material
               acceleration or worsening thereof; or

     (d)  Any change shall occur or be threatened in the
          business, condition (financial or other), income,
          operations, Interests ownership or prospects of the
          Partnership which, in the Partnership's reasonable
          judgment, is or may be material to the Partnership or
          its Limited Partners; or

     (e)  A tender or exchange offer for any or all of the
          Interests (other than the Offer), or any merger,
          business combination or other similar transaction with
          or involving the Partnership, shall have been proposed,
          announced or made by any person; or

     (f)  If (i) any entity, "group" (as that term is used in
          Section 13(d)(3) of the Exchange Act) or person shall
          have acquired or proposed to acquire beneficial
          ownership of more than 5% of the outstanding Interests,
          or (ii) such entity, group or person that has publicly
          disclosed any such beneficial ownership of more than 5%
          of the Interests prior to such date shall have
          acquired, or proposed to acquire, beneficial ownership
          of additional Interests constituting more than 2% of
          the outstanding Interests or shall have been granted
          any option or right to acquire beneficial ownership of
          more than 2% of the outstanding Interests.

     The foregoing conditions are for the Partnership's benefit
and may be asserted by the General Partner regardless of the
circumstances giving rise to any such condition (including any
action or inaction by the Partnership or General Partner) or may
be waived by the Partnership, in whole or in part.  The
Partnership's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right,
and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.  Any determination by
the Partnership concerning the events described in this Section
shall be final and binding upon all parties.  In all of the
foregoing, the General Partner has conclusive authority to act
for the Partnership.

Estimated Costs and Fees

     Estimated costs and fees in connection with the Offer and
the related transactions, which have been or will be paid by the
Partnership, are as follows:

     Advisory fees . . . . . . . . . . . . . . . . . $   9,000
     Property appraisals . . . . . . . . . . . . . .     7,800
     Legal fees. . . . . . . . . . . . . . . . . . .    45,000
     Blue Sky fees and expenses. . . . . . . . . . .     8,000
     Accounting fees . . . . . . . . . . . . . . . .    10,000
     Printing, mailing fees, and EDGAR filing fees .    30,000
     Commission filing fees. . . . . . . . . . . . .     3,500
     Miscellaneous . . . . . . . . . . . . . . . . .     6,700
          Total. . . . . . . . . . . . . . . . . . .  $120,000

     In connection with the Offer, the Partnership may utilize
the services of the Partnership manager, and certain other
employees of Decade Companies, or its affiliates.  None of such
persons will receive any compensation from the Partnership in
connection with their services with respect to the Offer, other
than the General Partner and/or its affiliates may be reimbursed
at customary rates for time devoted by such person.

     The Partnership will not pay fees or commissions to any
broker, dealer, commercial bank, trust company or other person
for soliciting any Interests pursuant to the Offer.  The
Partnership will, however, reimburse such persons for customary
handling and mailing expenses incurred in forwarding materials in
respect of the Offer to the beneficial owners for which they act
as nominees.  No such broker, dealer, commercial bank or trust
company has been authorized to act as the Partnership's agent for
purposes of this Offer.

                       FINANCING THE OFFER

General

     If the Partnership purchases 8,944 or fewer Interests
pursuant to the Offer at a Purchase Price of $402 per Interest,
the Partnership anticipates that all required funds will be
obtained from the Partnership's available cash.  Repurchase of
additional Interests, if any, would need to be funded by
Partnership borrowing.  At the date of this Offer, the
Partnership has not sought or received any commitment for
financing and there can be no assurance that such financing could
be arranged on terms deemed satisfactory to the Partnership.  See
"Pro Forma Financial Information" for further information
concerning the assumed cost of funds for the Offer.  The actual
amount of any funds borrowed would depend upon the results of
this Offer, the interest rate of the borrowings, the term of the
loan, loan amortization, and costs incurred to obtain such loan. 
There can be no assurances that the Partnership could obtain such
financing on acceptable terms.

Bank Financing

     If the Partnership were to obtain financing, it would likely
be pursuant to a mortgage loan on Pelican Sound or The Meadows
II.  The General Partner has not sought or received a commitment
for any financing, but based upon its past experience believes
that it may be possible for the Partnership to obtain mortgage
financing.  If more than 8,944 Interests are tendered, the
Partnership intends to determine whether it can obtain financing
on acceptable terms. There can be no assurance that financing
will be available on acceptable terms and the Partnership may
enter into interim financing to fund this Offer.  To the extent
the Partnership acquires indebtedness, a Limited Partner's
retained Interests will be subject to increased risks.  In the
event of the financing constituting acquisition indebtedness
under Code Section 514(c), there may be unfavorable UBTI tax
consequences for certain retirement plan investors who retain
their Interests.  See "The Partnership--Certain Federal Income
Tax Consequences of the Offer."  The Partnership intends to repay
any amounts borrowed from cash flow from the Partnership's
operations.

        DESCRIPTION OF THE LIMITED PARTNERSHIP INTERESTS

     As of October 1, 1996, the Partnership had 17,466.31
Interests outstanding held by 1,936 Limited Partners.  The
Partnership Agreement, as amended, authorized the issuance of a
maximum of 18,000 interests through a public offering for a total
potential Limited Partner investment of $18,000,000.

                   BUSINESS OF THE PARTNERSHIP

     Since December 1986, the Partnership has been engaged in the
business of investing in, operating, and making loans on
residential apartment projects.  The Apartment complexes owned by
the Partnership are collectively referred to as "the Apartments"
throughout this report.  In December 1986, the Partnership
acquired Laguna Vista Apartments, a 235-unit apartment complex
located in Largo, Florida.  In January 1989, the Partnership
acquired the Meadows II Apartments, a 316- unit apartment complex
located in Madison, Wisconsin.  In January 1990, the Partnership
acquired Ashley Pointe Apartments, a 200-unit apartment complex
located in Orlando, Florida.  In February 1990, the Partnership
traded Laguna Vista Apartments for Town Place Apartments, a 240-
unit apartment complex located in Clearwater, Florida.  In June
1992, the Partnership purchased Woodbridge Apartments, a 168-unit
apartment complex located in Winter Park (Orlando), Florida.  In
August 1993, the Partnership traded Woodbridge Apartments, and
completed the trade in November 1993, for Pelican Sound
Apartments, a 379-unit apartment complex located in St.
Petersburg, Florida.  In April 1994, Ashley Pointe Apartments was
disposed with the intent to trade for a replacement property not
yet identified.  The Partnership previously made mortgage loans
on real estate from 1986 to 1989 totaling $5,476,689, none of
which are outstanding.

     The business of the Partnership is not seasonal, although
the Partnership's property may experience cyclical fluctuations
in occupancy levels in the rental markets where the Apartments
are located. 

     The Partnership does not have any employees.  The Apartments
are managed by Decade Properties, Inc., an affiliate of the
General Partner.  Employees of Decade Properties, Inc. perform
the on-site management services required to operate and maintain
the Apartments.  Employees of the General Partner render
partnership management services to the Partnership such as
maintaining investor communications, compliance with tax laws and
other governmental regulations, and cash management.

     The Partnership is not dependent upon any single tenant or
small groups of tenants for its operating success.  The loss of
any one of or small group of tenants would not have a material
adverse effect.  The Partnership does not foresee any events or
market trends which would have a materially adverse effect upon
the Partnership's revenues, except for increased competition for
residents.

     The real estate operation of the Partnership, including the
value of its real estate holding, may be affected by many factors
over which the Partnership has limited or no control, among them
changes in general and local economic conditions, interest rate
levels, availability and terms of financing, changes in tax laws
and fluctuations in operating costs.  The principal factors
affecting rental rates and occupancy levels include location,
ease of access, amenities, and the quality of property
management.  The real estate investment business is highly
competitive.  Additional residential rental projects may be built
which may compete directly with the properties owned by the
Partnership.  At the present time, the Partnership conducts its
real estate operations solely in the St. Petersburg, Florida,
Madison, Wisconsin, and Clearwater, Florida rental markets.  The
Partnership competes with numerous other entities involved in
real estate investment, including limited partnerships formed or
to be formed by the General Partner.  Many of these competitors
may have greater assets than those of the Partnership or may be
associated with individuals with broader experience than that of
the General Partner.  In addition, demand for investment
properties of the type owned by the Partnership may increase or
decrease.  This competition is primarily based on property
location, condition, and asking rent.  These factors may increase
or decrease the price of potential property acquisitions/sales.

The residential apartment complexes which are owned and operated
by the Partnership as of the date of this Offer are:

                                                         Rental
                Name              Location               Units 

         Pelican Sound       St. Petersburg, Florida     379
         The Meadows II      Madison, Wisconsin          316
         Town Place          Clearwater, Florida         240

The Meadows II was acquired by the Partnership in January 1989,
Town Place was acquired in February 1990, and Pelican Sound was
acquired as of November 1993.

The Meadows II is pledged as collateral against mortgage
encumbrances of approximately $6.7 million.  Town Place is
pledged as collateral against a mortgage encumbrance of $6.7
million.  Pelican Sound is pledged as collateral against a
mortgage encumbrance of $10 million.

The average monthly gross potential rent ("GPR") per unit at the
Apartments for the month of December and the related occupancy
rate ("OR") for December of each year is set forth below:


<PAGE>

                       Number    December    December    December
                      of Units     1995        1994        1993   

                                 GPR   OR    GPR   OR    GPR    OR

    Pelican Sound       379      $564  92%   $549  97%   $531   92%
    The Meadows II      316      $560  92%   $566  85%   $557   89%
    Town Place          240      $569  92%   $551  90%   $542   93%

The average monthly gross potential rent per unit at the
apartment complexes for the three year period was:

                       Number
                      of Units     1995        1994        1993  

    Pelican Sound       379       $557        $537        $531
    The Meadows II      316       $567        $559        $550
    Town Place          240       $561        $548        $535

"Gross potential rent" represents the asking rent established by
the Partnership for a vacant apartment plus the rent in effect
for occupied apartments.  As a general rule the asking rents are
the same as the actual rents eventually established by the rental
agreements.

The average occupancy level at the apartment complexes for the
three year period was:

                                 1995        1994        1993

    All Apartments               89%         92%         92%
    Pelican Sound                93%         94%         92%
    The Meadows II               80%         90%         93%
    Town Place                   93%         93%         95%
    Ashley Pointe                N/A         86%         83%
    Woodbridge                   N/A         N/A         94%

The range of occupancy levels at the apartment complexes for the
years was:

                            1995          1994            1993

    Pelican Sound        91.3-96.9%    91.1-96.6%        92.0%
    The Meadows II       69.8-91.9%    85.1-94.4%   88.5-95.6%
    Town Place           90.5-97.0%    88.8-97.9%   90.8-98.0%
    Ashley Pointe           N/A        80.7-87.8%   80.1-86.5%
    Woodbridge              N/A           N/A       90.1-96.7%

The differences in occupancy levels were primarily related to the
Partnership's asking rents compared to other competitors in the
marketplace.

     The General Partner is not aware of any hidden or unapparent
conditions of the property, subsoil or structural conditions
which would render the apartment complexes more or less valuable. 
The General Partner is not aware of the existence of potentially
hazardous materials used in the construction or maintenance of
the buildings, such as the presence of urea-formaldehyde foam
insulation, and/or the existence of toxic waste, which may or may
not be present at the apartment complexes.  The General Partner
is not aware of any groundwater contamination, underground
methane gas or radon gas.  The General Partner believes that the
apartment complexes do not produce air emissions or waste water
of environmental concern.  The General Partner is not aware of
any underground storage tanks.  The General Partner is not aware
of any incidents of spills, dumping or discharges at the
property/or the presence of hazardous substances.  A Phase I
Environmental Site Assessment has been performed at Pelican Sound
and Town Place but has not been performed at The Meadows II.  The
fairness opinion of the Valuations Group and the value estimates
provided by the appraisers assume that no environmental problems
exist.

     A brief description of each property follows:

     Pelican Sound Apartments, a residential apartment complex
owned and operated by the Partnership, is located at 10200 Gandy
Boulevard, St. Petersburg, Florida 33702.  Pelican Sound
Apartments was built in 1988 and consists of 379 one- and two-
bedroom air conditioned living units with individual washers and
dryers.  The units range in size from 505 square feet to 910
square feet.  The Complex consists of 13 two and three-story
wooden frame with brick veneer garden apartment buildings plus a
1,961 square foot clubhouse/leasing office on approximately 21.59
acres.  The complex includes a swimming pool with jacuzzi, two
tennis courts, 569 parking spaces, and an exercise room available
for all residents.

     The complex is located in the "Gateway" region of St.
Petersburg, on Gandy Boulevard approximately one mile west of the
Gandy Bridge.  The location provides easy access to both Pinellas
and Hillsborough business districts and is considered by the
General Partner to be a positive growth area for both commercial
and residential developments.

     The Partnership's tax basis in Pelican Sound as of December
31, 1995 is as follows:

                                            Land          Furniture
                            Building    Improvements    and Equipment

Cost                      $7,695,400     $   673,928      $ 966,214 

Accumulated Depreciation    (594,467)       ( 93,601)      (453,163)

Adjusted Tax Basis        $7,100,933     $   580,327     $  513,051 

The Partnership's property is being depreciated using MACRS
straightline over 27.5 years, and the furniture and equipment is
being depreciated using MACRS 200% declining balance over 7
years.  Pelican Sound is taxed at a $26.1279 mill rate levy for
1995 (after consideration of major state aids) and paid annual
realty tax of $290,358.

The apartment mix and monthly asking rents at Pelican Sound
Apartments are as follows

<PAGE>

<TABLE>
<CAPTION>
                                 Number
                                   of        Square               Asking Rent            
Style                             Units      Feet         12/95       12/94      12/93
<S>                             <C>         <C>        <C>         <C>         <C>
One bedroom/one bath             128          505       $480-495    $475-490    $455-465
One bedroom/one bath             156          700       $565-590    $535-565    $515-545
One bedroom/one bath/den          27          830       $625-650    $615-645    $605-680
Two bedroom/two bath              68          910       $695-715    $680-710    $670-700
                                 379
</TABLE>

<PAGE>

     As of the date of this Offer, there are approximately 346
leases in effect, which generally are 12 months in duration.  No
tenant occupies 10% or more of the property.

     The average annual rental rate per apartment unit is
computed as follows:

                              1995        1994       1993 (one month)

Rental Income              $2,373,779  $2,322,191 $185,608

Number of Apartment Units     379         379        379

Average Effective Annual                          (Annualized)
Rent Per Apartment Unit    $ 6,263     $ 6,127     $ 5,877

     The Meadows II Apartments (Phases II, III and IV), a
residential apartment complex owned and operated by the
Partnership, is located at 201-417 N. Thompson Drive, Madison,
Wisconsin 53714.

     The Meadows Apartment Complex consists of 404 apartment
units in 32 two-story buildings covering approximately 24 acres
of land.  The property was developed in four phases; between 1976
and 1980.  On January 17, 1989, the Partnership acquired three of
the four phases comprising 316 of the 404 rental units, which is
The Meadows II.  The other 88 rental units were acquired by, and
are operated by, an affiliated limited partnership (Decade's
Monthly Income & Appreciation Fund).  The apartments in Phases
II, III, and IV were completed between 1977 and 1980 and consist
of one-, two- and three-bedroom units in 24 buildings.  The
entire complex has a total of 720 parking spaces for a 1.78 to 1
ratio of stalls per unit.  In addition to the apartment units,
the apartments owned by the Partnership feature one swimming
pool, one lighted tennis court, and a play area.  Laundry room
areas and storage lockers are located in the basement of each
building.

     The Meadows II, situated on approximately 19 acres, is
located at the southeast corner of the intersection of I-90/94
and Highway 30.  The property is in a growing residential
neighborhood five miles northeast of Madison's Capitol Square. 
The primary access route is Highway 30 and East Washington
Avenue.  North-south linkages are provided by I-90/94 and Highway
51.  Schenk Elementary School is about one-half mile southwest of
the property.  Public bus transportation is convenient with two
bus stops servicing the property's residents.  The expansion of
commercial development on major arterials west of the
neighborhood increases the desirability of the project's
location. 

     The Partnership's tax basis in the Meadows II as of December
31, 1995 is as follows:

                          Building   Furniture and Equipment

Cost                     $8,590,349         $673,599

Accumulated Depreciation (2,173,585)        (538,933)

Adjusted Tax Basis       $6,416,764         $134,666


The Partnership's property is being depreciated using MACRS
straightline over 27.5 years, and the furniture and equipment is
being depreciated using MACRS 200% declining balance over 7
years.  Meadows II is taxed at a $32.0676 mill rate levy for 1995
(after consideration of major state aids) and paid annual realty
tax of $269,368.

     The apartment mix and monthly asking rents at The Meadows II
are as follows: 


<PAGE>

<TABLE>
<CAPTION>
                                                                   Asking Rent           
    Style                     Number of    Square
                               Units        Feet      12/95         12/94        12/93
<S>                           <C>          <C>     <C>           <C>          <C>
One-bedroom                     88           625    $480-495      $505-515     $495    
One-bedroom/deluxe              12           744    $490-505      $520-535     $515-525
Two-bedroom/one bath           192           875    $550-580      $585-605     $575-590
Two-bedroom/1.5 bath/den        12         1,466    $750-850      $795-825     $760-790
Three-bedroom                   12         1,466    $750-850      $805-835     $760-790
                               316
</TABLE>
     As of the date of this Offer, there are approximately 285 
leases in effect, which generally are 12 months in duration.  No 
tenant occupies 10% or more of the property.

**   The average annual rental rate per apartment unit is 
computed as follows:
<TABLE>
<CAPTION>
                                 1995        1994        1993        1992        1991
<S>                          <C>         <C>         <C>         <C>         <C>
Rental Income                $1,669,548  $1,867,077  $1,897,844  $1,889,822  $1,845,651

Number of Apartment Units         316         316         316         316         316

Average Effective Annual
 Rent Per Apartment Unit       $ 5,283     $ 5,908     $ 6,006     $ 5,980     $ 5,841
</TABLE>

<PAGE>

     Town Place Apartments, a residential apartment complex owned
and operated by the Partnership, is located at 2545 N.E. Coachman
Road, Clearwater, Florida 33575.

     Town Place Apartments was built in 1985 and consists of 240
one- and two-bedroom units.  The units range in size from 540
square feet to 1,036 square feet.  The complex consists of 24
buildings plus an office on approximately 25.7 acres.  The
complex includes a swimming pool with jacuzzi, two tennis courts,
volleyball court, a 6.7 acre lake, clubhouse, 365 parking space,
and a laundromat for all residents.

     The property is on the south side of N.E. Coachman Road
approximately one mile from the intersection of U.S. Highway 19
and Route 60.  A Wal-Mart retail store is located directly across
the street.  The area is mostly residential with no industry or
factories in the immediate area.  Clearwater Beach is seven miles
from the property.

     The Partnership's tax basis in Town Place as of December 31,
1995 is as follows:

                          Building   Furniture and Equipment

Cost                     $4,133,018         $545,547

Accumulated Depreciation   (882,963)        (405,401)

Adjusted Tax Basis       $3,250,055         $140,146

The Partnership's property is being depreciated using MACRS
straightline over 27.5 years, and the furniture and equipment is
being depreciated using MACRS 200% declining balance over 7
years.  Town Place is taxed at a $23.0366 mill rate levy for 1995
(after consideration of major state aids) and paid annual realty
tax of $170,096.

The apartment mix and monthly asking rents at Town Place
Apartments are as follows:


<PAGE>

<TABLE>
<CAPTION>
                                                                   Asking Rent           
    Style                     Number of    Square
                               Units        Feet      12/95         12/94        12/93
<S>                            <C>         <C>      <C>           <C>          <C>
One bedroom/Suite               36           540    $470          $455         $430    
One bedroom/Garden              72           720    $515-540      $485-535     $475-525
Two bedroom/one bath            36           836    $620-635      $580-600     $555-565
Two bedroom/two bath            96         1,036    $655-725      $630-685     $605-650
                               240
</TABLE>

     As of the date of this Offer, there are approximately 223 
leases in effect, which generally are 12 months in duration.  No 
tenant occupies 10% or more of the property.  The occupancy rate 
expressed as a percentage for the past years is as follows:

     The average annual rental rate per apartment unit is 
computed as follows:
<TABLE>
<CAPTION>
                                 1995        1994        1993        1992        1991
<S>                          <C>         <C>         <C>         <C>         <C>
Rental Income                $1,482,684  $1,448,885  $1,475,912  $1,433,126  $1,347,739

Number of Apartment Units         240         240         240         240         240

Average Effective Annual
 Rent Per Apartment Unit        $6,178      $6,038      $6,150      $5,971      $5,616
</TABLE>


<PAGE>

                LACK OF MARKET AND DISTRIBUTIONS

     To the knowledge of the General Partner, there is no market
for Interests and the Interests are not traded on any registered
securities exchange or the NASDAQ over the counter market and
none is expected to develop.  The following table sets forth the
cash distributions declared per Interest for the fiscal periods
indicated:

     Cash Distributions                Declared Per Interest

      1994
         1st Quarter . . . . . . . .       $12.50
         2nd Quarter . . . . . . . .       $12.50
         3rd Quarter . . . . . . . .       $12.50
         4th Quarter . . . . . . . .       $12.50

      1995
         1st Quarter . . . . . . . .       $12.50
         2nd Quarter . . . . . . . .       $12.50
         3rd Quarter . . . . . . . .       $12.50
         4th Quarter . . . . . . . .       $12.50

      1996
         1st Quarter . . . . . . . .       $12.50
         2nd Quarter . . . . . . . .       $12.50
         3rd Quarter . . . . . . . .       $    0

     The Partnership has paid consecutive quarterly cash
distributions to Limited Partners since it commenced operations
on June 9, 1986.  Cash distributions were suspended for the third
quarter of 1996 to set aside cash reserves to be used for the
repurchase of Interests.  The amount and frequency of cash
distributions in the future will depend on circumstances existing
at the time.  However, such cash distributions would be
negatively affected by any decrease in cash reserves used to
repurchase limited partnership Interests to the extent that such
cash reserves previously supplemented cash distributions, by the
amount of any required debt service, and by the administrative
costs associated with the reporting requirements under the
federal securities laws, if applicable.

            SECURITY OWNERSHIP OF THE GENERAL PARTNER

     As of October 1, 1996, Jeffrey Keierleber, an affiliate of
the General Partner, owns 193.04 Interests of the Partnership
(1.105% of the outstanding Interests).  Mr. Keierleber does not
intend to tender his Interests pursuant to the Offer.  If the
Partnership repurchases 8,944 Interests (or approximately 51.2%
of the Interests outstanding at the date of the Offer) pursuant
to the Offer, and Mr. Keierleber does not tender his Interests
pursuant to the Offer, he would continue to own less than 2.3% of
the outstanding Interests.

     Based upon the Partnership's records and upon information
provided to the Partnership by its General Partner, Partnership
Manager, and affiliates, neither the Partnership nor, to the best
of the Partnership's knowledge, any of the general partners of
the General Partner or Partnership Manager of the Partnership,
nor any associates of any of the foregoing, has effected any
transactions in the Interests during the 60 business day period
prior to the date hereof.

     Except as set forth in this Offer neither the Partnership
nor, to the best of the Partnership's knowledge, any of its
affiliates, General Partner or the Partnership Manager is a party
to any contract, arrangement, understanding or relationship with
any other person relating, directly or indirectly, to the Offer
with respect to any securities of the Partnership (including, but
not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or
calls, guaranties of loans, guaranties against loss or the giving
or withholding of proxies, consents or authorizations).

            SUMMARY HISTORICAL FINANCIAL INFORMATION

     Certain information as to the financial operation of the
Partnership is contained herein.  Limited Partners are urged to
make their own assessment of the value of their Interests.


<PAGE>

<TABLE>
Selected Statement of Operations Data:
<CAPTION>
                                                   Six Months Ended
                                                        June 30    Year Ended December 31
                                                   1996       1995      1995       1994
                                                      (unaudited)
                                                           (in thousands of dollars,
                                                           except per Interest data)
<S>                                           <C>         <C>       <C>         <C>
Revenues associated with
  rental properties                            $    2,973     2,784      5,681      6,100

Income from rental property
  operation                                    $    1,206     1,094      (288)      (297)

Net Income (Loss)                              $    (175)     (291)      (470)    (1,314)

Per Limited Partner Interest Data:

Net Income (Loss)                              $     (10)      (17)       (27)       (75)

Cash distributions declared                    $       25        25         50         50

Average Limited Partnership
 Interests Outstanding                          17,466.31 17,466.31  17,466.31  17,466.31

Ratio of earnings to combined
fixed charges                                        0.77      0.61       0.68       0.23

Selected Balance Sheet Data:

<CAPTION>
                                                        June 30          December 31
                                                   1996       1995      1995       1994
                                                      (unaudited)
                                                           (in thousands of dollars,
                                                           except per Interest data)
<S>                                            <C>          <C>         <C>        <C>
Working Capital                                $    3,646   (2,338)      2,604      2,092

Total Assets                                   $   30,300    27,341     26,458     27,914

Total Liabilities                              $   27,872    23,684     23,417     23,526

Total Capital                                  $    2,428     3,657      3,041      4,388

Book value per Interest                        $      139       209        174        251
</TABLE>

<PAGE>

     Certain matters that materially affect the comparability of
the information reflected in the selected financial data include
the disposition of Ashley Pointe Apartments in April 1994, and
the $6.7 million refinancing of the $2.5 million mortgage note on
Town Place Apartments in April 1996.  The fluctuation in total
assets also reflects the depreciation on the rental properties.


                    PRO FORMA FINANCIAL DATA

     The following unaudited pro forma condensed statements of
earnings and condensed balance sheets (collectively, the "Pro
Forma Statements") were prepared to illustrate the estimated
effects of the Offer as if the Offer had occurred for
consolidated statement of earnings presentation purposes on
January 1, 1995, or January 1, 1996, as the case may be and for
balance sheet presentation purposes on December 31, 1995, and
June 30, 1996, respectively.

     The estimated transaction fees and expenses are provided
solely for the purpose of presenting the pro forma financial data
set forth below.  The actual transaction fees and expenses may
differ from the assumption used.

     The Pro Forma Financial data does not purport to represent
what the Partnership's financial position or results of
operations would actually have been if the Offer in fact had
occurred at December 31, 1995, or June 30, 1996, or if the Offer
had occurred on January 1, 1995, or January 1, 1996, as the case
may be or to project the Partnership's financial position or
results of operations for any future date or period.

     The following financial information should be read in
conjunction with the audited consolidated financial statements
and related notes thereto included elsewhere in this Offer.
<PAGE>

<TABLE>
                                           Decade Companies Income Properties
                                           Pro Forma Balance Sheet (Unaudited)
                                              (No Borrowing To Fund Offer)
<CAPTION>

                                       December 31, 1995  June 30, 1996
                                           Historical       Historical    Adjustments  December 31, 1995  June 30, 1996
Assets                                      (Note A)        (Note A)       (Note B)        Pro Forma        Pro Forma  
<S>                                         <C>            <C>           <C>              <C>              <C>
Investment Property, At Cost                 $30,927,237    $31,007,546                      $30,927,237    $31,007,546
Less Accumulated Depreciation                (5,393,539)    (5,935,839)                      (5,393,539)    (5,935,839)

Net Book Value                                25,533,698     25,071,707                       25,533,698     25,071,707
Cash                                              56,316      4,316,763  ($3,485,385)        (3,429,069)        831,378
Exchange Escrow                                  497,390        230,103     (230,103)            267,287              0
Escrow Deposits                                  186,703        340,953                          186,703        340,953
Prepaid Expenses and Other Assets                137,820         91,557                          137,820         91,557
Debt Issue Costs                                  46,440        248,654                           46,440        248,654

TOTAL ASSETS                                 $26,458,367    $30,299,737  ($3,715,488)        $22,742,879    $26,584,249

Liabilities
Tenant Security Deposits                        $169,369       $168,448                         $169,369       $168,448
Accounts Payable                                  81,354        108,102                           81,354        108,102
Other Accrued Expenses                           307,339        544,387                          307,339        544,387
Distributions Payable                            221,154        223,154                          221,154        223,154
Payable to Affiliates                          3,409,338      3,508,511                        3,409,338      3,508,511
Mortgage Notes Payable                        19,228,533     23,319,498                       19,228,533     23,319,498

TOTAL LIABILITIES                             23,417,087     27,872,100                       23,417,087     27,872,100

Partners' Capital                                                                                                      
General Partner (Deficit)                       (69,185)       (72,935)                         (69,185)       (72,935)
Limited Partners                               3,110,465      2,500,572  ($3,715,488)          (605,023)    (1,214,916)
                                                                                                                       
TOTAL CAPITAL AND LIABILITIES                $26,458,367    $30,299,737  ($3,715,488)        $22,742,879    $26,584,249
</TABLE>

The foregoing unaudited Pro Forma Balance Sheet gives effect to
certain assumptions, including purchase by the Partnership of 8,944
Interests at $402 per Interest pursuant to the Offer.  The Pro Forma
Balance Sheet gives effect to the transaction as if it had occurred on
December 31, 1995, and June 30, 1996, respectively.  The pro forma
information should be read in conjunction with the historical
financial information for the Partnership, but does not purport to be
indicative of the results which may be obtained in the future or which
would actually have been obtained had the Offer occurred as of
December 31, 1995, or June 30, 1996.  The December 31, 1995 pro forma
amounts do not reflect the Partnership's 1996 receipt of net loan
proceeds of $4,057,000 as a result of refinancing Town Place.
See notes to Pro Forma Financial Statements.
<PAGE>

<TABLE>
                                           Decade Companies Income Properties
                                           Pro Forma Balance Sheet (Unaudited)
                                      (Borrowing $2,590,000 Million To Fund Offer)
<CAPTION>
                                       December 31, 1995  June 30, 1996
                                           Historical       Historical    Adjustments  December 31, 1995  June 30, 1996
Assets                                      (Note A)        (Note A)       (Note B)        Pro Forma        Pro Forma  
<S>                                         <C>           <C>            <C>                <C>            <C>
Investment Property, At Cost                 $30,927,237    $31,007,546                      $30,927,237    $31,007,546
Less Accumulated Depreciation                (5,393,539)    (5,935,839)                      (5,393,539)    (5,935,839)

Net Book Value                                25,533,698     25,071,707                       25,533,698     25,071,707
Cash                                              56,316      4,316,763  ($3,485,413)        (3,429,097)        831,350
Exchange Escrow                                  497,390        230,103     (230,103)            267,287              0
Escrow Deposits                                  186,703        340,953                          186,703        340,953
Prepaid Expenses And Other Assets                137,820         91,557                          137,820         91,557
Debt Issue Costs                                  46,440        248,654        51,800             98,240        300,454

TOTAL ASSETS                                 $26,458,367    $30,299,737  ($3,663,716)        $22,794,651    $26,636,021

Liabilities                                                                                                            
Tenant Security Deposits                        $169,369       $168,448                         $169,369       $168,448
Accounts Payable                                  81,354        108,102                           81,354        108,102
Other Accrued Expenses                           307,339        544,387                          307,339        544,387
Distributions Payable                            221,154        223,154                          221,154        223,154
Payable To Affiliates                          3,409,338      3,508,511                        3,409,338      3,508,511
Mortgage Notes Payable                        19,228,533     23,319,498    $2,590,000         21,818,533     25,909,498

TOTAL LIABILITIES                             23,417,087     27,872,100     2,590,000         26,007,087     30,462,100

Partners' Capital
General Partner (Deficit)                       (69,185)       (72,935)                         (69,185)       (72,935)
Limited Partners                               3,110,465      2,500,572   (6,253,716)        (3,143,251)    (3,753,144)

TOTAL CAPITAL AND LIABILITIES                $26,458,367    $30,299,737  ($3,663,716)        $22,794,651    $26,636,021
</TABLE>

The foregoing unaudited Pro Forma Balance Sheet gives effect to
certain assumptions, including purchase by the Partnership of 15,258
Interests at $402 per Interest pursuant to the Offer.  The Pro Forma
Balance Sheet gives effect to the transaction as if it had occurred on
December 31, 1995, and June 30, 1996, respectively.  The pro forma
information should be read in conjunction with the historical
financial information for the Partnership, but does not purport to be
indicative of the results which may be obtained in the future or which
would actually have been obtained had the Offer occurred as of
December 31, 1995, or June 30, 1996.  The December 31, 1995, pro forma
amounts do not reflect the Partnership's 1996 receipt of net loan
proceeds of $4,057,000 as a result of refinancing Town Place
Apartments.
See notes to Pro Forma Financial Statements.
<PAGE>

                  Decade Companies Income Properties
                Condensed Pro Forma Statement of Income
                     (No Borrowing to Fund Offer)

The following unaudited condensed Pro Forma Statement of Income and
other financial information for the year ended December 31, 1995, and
six months ended June 30, 1996, gives effect to certain assumptions,
including the purchase by the Partnership of 8,944 Interests at $402
per Interest pursuant to the Offer.  The unaudited Pro Forma Statement
of Operations gives effect to this transaction as if it had occurred
on January 1, 1995, or January 1, 1996, as the case may be.

The pro forma information should be read in conjunction with the
historical financial information for the Partnership, but does not
purport to be indicative of the results which may be obtained in the
future or which would actually have been obtained had the Offer
occurred as of January 1, 1995, or January 1, 1996, as the case may
be.
<TABLE>
<CAPTION>
                                                       Six Months Ended
                                       December 31, 1995  June 30, 1996                    Year Ended  Six Months Ended
                                           Historical       Historical    Adjustments  December 31, 1995  June 30, 1996
Assets                                      (Note A)        (Note A)       (Note C)        Pro Forma        Pro Forma  
<S>                                        <C>             <C>            <C>              <C>             <C>
Operating Revenue                             $5,680,539     $2,973,288   $         0         $5,680,539     $2,973,288
Operating Expenses                           (3,378,014)    (1,767,582)                      (3,378,014)    (1,767,582)
   Net Operating Income                        2,302,525      1,205,706                        2,302,525      1,205,706
Depreciation                                 (1,110,967)      (542,300)                      (1,110,967)      (542,300)
Net Income from Investment Property            1,191,558        663,406                        1,191,558        663,406
Interest Income                                   43,069         46,395                           43,069         46,395
Interest on Payables to Affiliates              (33,550)       (14,300)                         (33,550)       (14,300)
Administrative Expenses                        (190,901)      (103,898)                        (190,901)      (103,898)
Net Income (Loss) Before Interest
  expense                                      1,010,176        591,603                        1,010,176        591,603
Interest expense                             (1,479,874)      (766,586)                      (1,479,874)      (766,586)
   Net Income (Loss)                         $ (469,698)     $(174,983)  $          0        $ (469,698)     $(174,983)
<CAPTION>
                                                  Earnings Per Interest
<S>                                        <C>             <C>            <C>              <C>             <C>
Net Income (Loss) attributable
 to Limited Partners (99%)                    $(465,001)     $(173,233)    $        0         $(465,001)     $(173,233)
Net Income (Loss) per
 Limited Partner Interest                        (26.62)         (9.92)                          (54.56)        (20.33)
Interests Outstanding                          17,466.31      17,466.31    (8,944.00)          8,522.31       8,522.31 
<CAPTION>
                                           Ratio of Earnings to Fixed Charges
<S>                                        <C>             <C>            <C>              <C>             <C>
Earnings (Loss) Before
 Interest Expense                             $1,010,176       $591,603                       $1,010,176       $591,603
Fixed Charges                                  1,479,874        766,586                    1,479,874       766,586     
Ratio                                               0.68           0.77                         0.68          0.77     
</TABLE>

The above ratio (fixed charge ratio) compares earnings before interest
expense to interest expense.  It indicates how many times interest
charges have been earned by the Partnership.
See Notes to Pro Forma Financial Statements.
<PAGE>

                  Decade Companies Income Properties
                Condensed Pro Forma Statement of Income
                 (Borrowing $2,590,000) to fund Offer

The following unaudited condensed Pro Forma Statement of Income and
other financial information for the year ended December 31, 1995, and
six months ended June 30, 1996, gives effect to certain assumptions,
including the purchase by the Partnership of 15,258 Interests at $402
per Interest pursuant to the Offer.  The unaudited Pro Forma Statement
of Operations gives effect to this transaction as if it has occurred
on January 1, 1995, or January 1, 1996, as the case may be.

The pro forma information should be read in conjunction with the
historical financial information for the Partnership, but does not
purport to be indicative of the results which may be obtained in the
future or which would actually have been obtained had the Offer
occurred as of January 1, 1995, or January 1, 1996, as the case may
be.
<TABLE>
<CAPTION>
                                          Six Months Ended
                       December 31, 1995     June 30, 1996  December 31, 1995  June 30, 1996     Year Ended  Six Months Ended
                           Historical          Historical         Adjustments    Adjustments December 31, 1995  June 30, 1996
Assets                      (Note A)           (Note A)            (Note C)       (Note C)       Pro Forma        Pro Forma  
<S>                         <C>               <C>               <C>            <C>               <C>              <C>
Operating Revenue             $5,680,539        $2,973,288        $         0  $         0          $5,680,539     $2,973,288
Operating expenses           (3,378,014)       (1,767,582)                                         (3,378,014)    (1,767,582)
   Net Operating Income        2,302,525         1,205,706                                           2,302,525      1,205,706
Depreciation                 (1,110,967)         (542,300)                                         (1,110,967)      (542,300)
Net Income From
 Investment Property           1,191,558           663,406                                           1,191,558        663,406
Interest Income                   43,069            46,395                                              43,069         46,395
Interest on Payables
 to Affiliates                  (33,550)          (14,300)                                            (33,550)       (14,300)
Administrative Expenses        (190,901)         (103,898)                                           (190,901)      (103,898)
                                                                                                                             
Net income (loss) before 
 interest expense              1,010,176           591,603                                           1,010,176        591,603
Interest expense             (1,479,874)         (766,586)          (220,150)      (110,075)       (1,700,024)      (876,661)
   Net Income (Loss)        $  (469,698)      $  (174,983)       $  (220,150)  $   (110,075)      $  (689,848)    $ (285,058)
<CAPTION>
                                                    Earnings Per Interest
<S>                         <C>               <C>               <C>            <C>               <C>             <C>
Net Income (Loss)
 attributable to
 limited partners (99%)     $  (465,001)       $ (173,233)       $  (209,143)  $   (104,571)      $  (674,144)   $  (277,804)
Net Income (Loss) per
 Limited Partner Interest        (26.62)            (9.92)                                            (305.28)       (125.80)
Interests Outstanding          17,466.31         17,466.31   (15,258.00)         (15,258.00)          2,208.31       2,208.31
<CAPTION>
                                             Ratio of Earnings to Fixed Charges
<S>                         <C>               <C>               <C>            <C>               <C>              <C>
Earnings (loss)
 before interest
 expense                      $1,010,176        $  591,603                                          $1,010,176     $  591,603
Fixed Charges                  1,479,874           766,586                                           1,700,024        876,661
Ratio                               0.68              0.77                                                0.59           0.67
</TABLE>

The above ratio (fixed charge ratio) compares earnings before interest
expense to interest expense.  It indicates how many times interest
charges have been earned by the Partnership.

See Notes to Pro Forma Financial Statements.
<PAGE>

<TABLE>
     Pro Forma Book Value of Limited Partner Interests (Unaudited)
                (No Borrowing To Fund Repurchase Offer)
                 December 31, 1995, and June 30, 1996
<CAPTION>
                             December 31, 1995   June 30, 1996
                                Historical        Historical       Adjustments    December 31, 1995    June 30, 1996
                                 (Note A)          (Note A)         (Note D)          Pro Forma          Pro Forma  
<S>                            <C>                <C>             <C>                <C>                <C>
Book value                      $3,110,465         $2,500,572     $(3,715,488)        $(605,023)        $(1,214,916)

Number of limited partner
  Interests                      17,466.31          17,466.31       (8,944.00)          8,522.31            8,522.31

Book value per limited
  partner Interest               $  178.08         $   143.17     $     415.42       $   (70.99)         $ ( 142.56)
</TABLE>

The foregoing unaudited pro forma financial information gives effect
to certain assumptions, including purchase by the Partnership of 8,944
Interests at $402 per Interest pursuant to the Offer.  The unaudited
Pro Forma Book Value of Limited Partner Interests is derived from the
unaudited Pro Forma Balance Sheet which gives effect to the
transaction as if it had occurred on December 31, 1995, and June 30,
1996, respectively.  The Pro Forma Information should be read in
conjunction with the historical financial information of the
Partnership, but does not purport to be indicative of the results
which may be obtained in the future or which would actually have been
obtained had the Offer occurred as of December 31, 1995, and June 30,
1996, respectively.  The December 31, 1995, pro forma amounts do not
reflect the Partnership's 1996 receipt of net loan proceeds of
$4,056,000 as a result of refinancing Town Place.

See Notes to Pro Forma Financial Statements.

<PAGE>

                  Decade Companies Income Properties
<TABLE>
     Pro Forma Book Value of Limited Partner Interests (Unaudited)
            (Borrowing $2,590,000 To Fund Repurchase Offer)
                  December 31, 1995 and June 30, 1996
<CAPTION>
                             December 31, 1995   June 30, 1996
                                Historical        Historical       Adjustments    December 31, 1995    June 30, 1996
                                 (Note A)          (Note A)         (Note D)          Pro Forma          Pro Forma  
<S>                            <C>                <C>             <C>              <C>                <C>
Book value                      $3,110,465         $2,500,572     $(6,253,716)      $(3,143,251)      $  (3,753,144)

Number of limited partner
  Interests                      17,466.31          17,466.31      (15,258.00)          2,208.31            2,208.31

Book value per limited
  partner Interest               $  178.08         $   143.17     $     409.86      $ (1,423.37)       $  (1,699.55)
</TABLE>

The foregoing unaudited pro forma financial information gives effect
to certain assumptions, including purchase by the Partnership of
15,258 Interests at $402 per Interest pursuant to the Offer.  The
unaudited Pro Forma Book Value of Limited Partner Interests is derived
from the unaudited Pro Forma Balance Sheet which gives effect to the
transaction as if it had occurred on December 31, 1995 and June 30,
1996, respectively.  The pro forma information should be read in
conjunction with the historical financial information of the
Partnership, but does not purport to be indicative of the results
which may be obtained in the future or which would actually have been
obtained had the Offer occurred as of December 31, 1995 and June 30,
1996, respectively.  The December 31, 1995 pro forma amounts do not
reflect the Partnership's 1996 receipt of net loan proceeds of
$4,056,000 as a result of refinancing Town Place.

See Notes to Pro Forma Financial Statements.

<PAGE>


             NOTES TO PRO FORMA FINANCIAL STATEMENTS
               DECEMBER 31, 1995 AND JUNE 30, 1996

     The following  notes describe the assumptions underlying the
Pro Forma Financial Statements.  The Pro Forma Financial
Statements have been prepared to provide Limited Partners with
information about the continuing impact of the Partnership's
Offer by showing how it might have affected historical financial
statements if the transaction had been consummated at an earlier
time.  The actual results which would have been achieved during
the pro forma periods had the transactions occurred on the
assumed date may have varied from the Pro Forma Financial
Statements, and the variations may have been material.

     Two alternative assumptions are presented for each Pro Forma
Financial Statement as of each balance sheet date and the period
ended as of such date.  One alternative assumes that 8,944
Interests are purchased by the Partnership using cash reserves
existing as of June 30, 1996, and no funds are borrowed to
finance the Offer.  The other alternative assumes that the
Partnership borrows $2,590,000 at 8.75% per annum, incurs
financing costs of 2% of the borrowings ($51,800), and
repurchases a total of 15,258 Interests.  The actual amount of
future borrowing will depend upon how many Interests are tendered
by Limited Partners to the Partnership, and the loan interest
rate, term, amortization period, and costs incurred to obtain
financing.  The actual amount of future borrowing will also
impact how may Interests the Partnership will actually purchase. 
Payment of an estimated $120,000 of expenses in connection with
the Offer are reflected for each alternative.

     A.   The historical Balance Sheet, Income Statement, and
book value figures are based on the audited financial statements
as of and for the year ended at December 31, 1995, and the
unaudited financial statements as of and for the six months ended
June 30, 1996.

     B.   Adjustments to the Pro Forma Balance Sheet give effect
to certain assumptions, including purchase by  the Partnership of
8,944 Interests at $402 per Interest pursuant to the Offer if no
funds are borrowed, or the purchase by the Partnership of 15,258
Interests at $402 per Interest if $2,590,000 is borrowed.  Under
these assumptions the aggregate redemption would amount to
$3,595,488 and $6,133,716, respectively.  The Pro Forma Balance
Sheet gives effect to the transaction as if it had occurred on
the balance sheet date.  However, the transaction as of December
31, 1995, results in a cash deficit reported on the pro forma
balance sheet because the proceeds from the Town Place
refinancing were not received until April 1996.

     C.   Adjustments to the condensed Pro Forma Statements of
Income give effect to certain assumptions, including purchase by
the Partnership of 8,944 Interests at $402 per Interest pursuant
to the Offer if no funds are borrowed, or the purchase by the
Partnership of 15,258 Interests at $402 per Interest if
$2,590,000 is borrowed.  The unaudited Pro Forma Statements of
Income give effect to this transaction as if it had occurred at
the beginning of the periods presented.  Interest expense has
been increased to reflect the estimated cost of borrowing
additional funds needed to consummate the transaction.  An
assumed interest rate of 8.75% per annum was used on the new
mortgage loan of $2,590,000.

     D.   Adjustments to the Pro Forma Book Value of Limited
Partner Interests reflect the effect on the book value of the
Limited Partnership Interests of the redemption of 8,944
Interests at $402 per Interest pursuant to the Offer if no funds
are borrowed, or the redemption of 15,258 Interests at $402 per
Interest if $2,590,000 is borrowed.

                      INDEPENDENT AUDITORS

     The financial statements of the Partnership as of December
31, 1995, and 1994 and for each of the fiscal years in the three-
year period ended December 31, 1995, 1994, and 1993 included
herein have been audited by Ernst & Young LLP, independent
auditors, as stated in their report appearing herein.

                      AVAILABLE INFORMATION

     The Partnership has filed a Rule 13e-3 Transaction Statement
on Schedule 13E-3 (the "Schedule 13E-3") and Schedule 13E-4
Issuer Tender Offer Statement (the "Schedule 13E-4") with the
Securities and Exchange Commission (the "Commission") with
respect to the Offer.  As permitted by the rules and regulations
of the Commission, this Offer omits certain information contained
in the Schedule 13E-3 and Schedule 13E-4.  Such additional
information can be inspected at and obtained from the Commission
and the National Association of Securities Dealers, Inc. in the
manner set forth below.  For further information pertaining to
the Partnership reference is made to the Schedule 13E-3, Schedule
13E-4, and the exhibits thereto.  Statements contained herein
concerning any such documents are not necessarily complete and,
in each instance, reference is made to the copy of such document
filed as an exhibit to the Schedule 13E-3 and Schedule 13E-4. 
Each such statement is qualified in its entirety by such
reference.

     The Partnership is subject to the informational requirements
of the Exchange Act, and in accordance therewith, files reports,
proxy statements and other information with the Commission.  The
Limited Partnership Interests of the Partnership are not traded
or listed.  Schedule 13E-3 and Schedule 13E-4 and the respective
exhibits thereto, as well as reports, proxy statements and other
information filed by the Partnership can be inspected and copied
at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional
Office, Northwestern Atrium Center, Suite 1400, S.W. West Madison
Street, Chicago, Illinois 60611; and New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York  10048. 
Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates.  Such reports, proxy statements
and other information may also be inspected at the office of the
National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.




<PAGE>

                  INDEX TO FINANCIAL STATEMENTS


                  INDEX TO FINANCIAL STATEMENTS

                                                             Page

Unaudited Condensed Balance Sheet as of June 30, 1996. . . . .F-1
Unaudited Condensed Statements of Operations for the 
  Three Months Ended June 30, 1996 and 1995 and for 
  the Six Months Ended as of June 30, 1996 and 1995  . . . . .F-2
Unaudited Condensed Statements of Cash Flows for the 
  Six Months Ended as of June 30, 1996 and 1995. . . . . . . .F-3
Notes to Unaudited Quarterly Financial Statements. . . . . . .F-4
Report of Independent Auditors . . . . . . . . . . . . . . . .F-5
Balance Sheets as of December 31, 1995 and 1994. . . . . . . .F-6
Statements of Operations for the Years Ended
   December 31, 1995, 1994, and 1993 . . . . . . . . . . . . .F-7

Statements of Changes in Partners' Capital
   for the Years Ended December 31, 1995,
   1994, and 1993. . . . . . . . . . . . . . . . . . . . . . .F-8

Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994, and 1993 . . . . . . . . . . . . .F-9
Notes to Financial Statements. . . . . . . . . . . . . . . . F-10

<PAGE>

   Decade Companies Income Properties - A Limited Partnership

               UNAUDITED CONDENSED BALANCE SHEETS

                                    June 30      December 31
                                      1996           1995   
                                (unaudited)

ASSETS 

CURRENT ASSETS:
Cash and cash equivalents       $ 4,316,763      $    56,316
Restricted cash                     230,103          497,390
Escrow deposits                     340,953          186,703
Prepaid expenses and other
 assets                              48,142           94,405

       Total Current Assets     $ 4,935,961      $   834,814
 
INVESTMENT PROPERTIES, AT COST: $31,007,546      $30,927,237
Less: accumulated depreciation  (5,935,839)      (5,393,539)

Net Investment Property         $25,071,707      $25,533,698

OTHER ASSETS: 
Utility deposits                     43,415           43,415
Debt issue costs, net of
 accumulated amortization           248,654           46,440
Total Other Assets                  292,069           89,855

       Total Assets             $30,299,737      $26,458,367

LIABILITIES AND PARTNERS'
 CAPITAL

LIABILITIES:
Accounts payable and 
 accrued taxes                     $607,366         $350,722
Tenant security deposits            168,448          169,369
Distributions payable               223,154          221,154
Accrued interest payable             45,123           37,971
Payables to affiliates            3,508,511        3,409,338
Mortgage notes payable           23,319,498       19,228,533

     Total Liabilities          $27,872,100      $23,417,087

PARTNERS' CAPITAL:
General Partner Capital            (72,935)         (69,185)
Limited Partners
 (authorized--18,000 Interests; 
 outstanding--17,466.31
 Interests)                       2,500,572        3,110,465



Total Partners' Capital          $2,427,637       $3,041,280

Total Liabilities and
 Partners' Capital              $30,299,737      $26,458,367

Note: The balance sheet at December 31, 1995 has been derived
from the audited financial statements at that date.

See Notes to Financial Statements.

<PAGE>

      Decade Companies Income Properties - A Limited Partnership

            CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 

                         Three Months Ended         Six Months Ended

                         6/30/96     6/30/95      6/30/96      6/30/95

Operating revenue:

Rental income         $1,495,409  $1,369,522   $2,973,288   $2,784,043

Operating expenses     (738,612)   (652,143)  (1,403,002)  (1,321,364)
Real estate taxes      (181,040)   (181,127)    (364,580)    (368,679)
Total operating
  expenses             (919,652)   (833,270)  (1,767,582)  (1,690,043)

Net operating income     575,757     536,252    1,205,706    1,094,000
Interest expense       (373,829)   (374,250)    (776,989)    (743,220)
Depreciation           (272,500)   (275,300)    (542,300)    (550,300)
Amortization             (2,948)     (4,091)      (3,897)      (8,182)
Net income (loss)
 from investment
 property               (73,520)   (117,389)    (117,480)    (207,702)
Other income
 (expenses):

Interest income           40,368      14,251       46,395       35,285
Partnership
 management             (53,540)    (46,507)    (103,898)    (118,740)
                        (13,172)    (32,256)     (57,503)     (83,455)

NET (LOSS)           $  (86,692) $ (149,645)  $ (174,983)   $(291,157)

Net Income (loss)
 attributable to 
 General Partner
 (1%)                     $(867)    $(1,496)     $(1,750)     $(2,912)

Net Income (loss)
 attributable to 
 Limited Partners 
 (99%)                  (85,825)   (148,149)  $ (173,233)   $(288,245)

                     $  (86,692) $ (149,645)   $  174,983   $(291,157)
 
Net (loss) per
 Limited Partner
 Interest            $    (4.91) $    (8.48)  $    (9.92)   $  (16.50)

See Notes to Financial Statements
<PAGE>

      Decade Companies Income Properties - A Limited Partnership

                STATEMENTS OF CASH FLOWS - (UNAUDITED)

                   For The Six Months Ended June 30,

                                              1996         1995

CASH PROVIDED FROM OPERATIONS             $  560,173    $  410,720 

INVESTING ACTIVITIES: 

Proceeds from exchange escrow account        267,287       485,135 

Additions to investment property             (80,309)      (60,088)

Net cash provided by investing
 activities                                  186,978       425,047 

FINANCING ACTIVITIES: 
Proceeds from new mortgage loan            6,700,000            ---
Principal payments on mortgage notes      (2,609,035)      (39,939)
Proceeds from line of credit note                  0       120,000 
Payment on line of credit note                     0      (220,000)
Payment of debt issue costs                 (141,009)            0 
Distributions paid to limited partners      (436,660)     (437,703)

NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                     3,513,296      (577,642)

INCREASE IN CASH & CASH
 EQUIVALENTS                               4,260,447       258,125 

CASH & CASH EQUIVALENTS AT THE
 BEGINNING OF PERIOD                          56,316        16,415 

CASH & CASH EQUIVALENTS 
 AT THE END OF PERIOD                     $4,316,763    $  274,540 

Supplementary disclosure of cash
 flow information:

     Interest paid                        $  755,404    $  729,209 
     Income taxes paid                             0             0 

See Notes to Financial Statements  




<PAGE>

   Decade Companies Income Properties - A Limited Partnership

            Notes to Financial Statements (Unaudited)

Note A--Basis of Presentation

The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three month and six month period ended
June 30, 1996 are not necessarily indicative of the results that
may be  expected for the year ended December 31, 1996.  For
further information, refer to the financial statements and
footnotes thereto included in the Partnership's annual report on
Form 10-K for the year ended December 31, 1995.

<PAGE>







                 Report of Independent Auditors

The Partners
Decade Companies Income Properties--A Limited Partnership

We have audited the accompanying balance sheets of Decade
Companies Income Properties--A Limited Partnership (the
Partnership) as of December 31, 1995 and 1994, and the related
statements of operations, changes in Partners' capital and cash
flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of
the Partnerships management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Decade Companies Income Properties--A Limited Partnership as of
December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted
accounting principles. 

                                                ERNST & YOUNG LLP
Milwaukee, Wisconsin
January 26, 1996

<PAGE>

   Decade Companies Income Properties - A Limited Partnership

                         Balance Sheets

                                           December 31
                                     1995               1994

Assets

Cash and cash equivalents         $    56,316    $    16,415
Exchange escrow (Note 4)              497,390      1,117,531
Prepaid expenses and other assets     137,820         81,220
Escrow deposits                       186,703        178,881
Investment properties, at cost:
     Land                           5,305,536      5,305,536
     Buildings and improvements    23,308,727     23,304,606
     Equipment                      2,312,974      2,139,760
                                   30,927,237     30,749,902
Less accumulated depreciation       5,393,539      4,282,571
                                  $25,533,698    $26,467,331

Debt issue costs, net of
accumulated amortization
($88,193-1995; $71,836-1994)           46,440         52,797
                                  $26,458,367    $27,914,175

Liabiities and Partners' capital

Liabilities:
Tenant security deposits          $   16,9369    $   166,677
Accounts payable                       81,354         53,874
Accrued real estate taxes             269,368        260,514
Accrued interest payable               37,971         37,872
Distributions payable                 221,154        220,264
Payables to affiliates              3,409,338      3,386,016
Note payable to bank                       --        100,000
Mortgage notes payable             19,228,533     19,300,793
                                  $23,417,087    $23,526,010

Partners' capital:
General Partner (deficit)            (69,185)       (60,621)

Limited Partners (interests
authorized-18,000; interests
outstanding-17,466.31
in 1995 and 1994)                   3,110,465      4,448,786
                                    3,041,280      4,388,165
                                  $26,458,367    $27,914,175

See accompanying notes.
<PAGE>

   Decade Companies Income Properties - A Limited Partnership

                       Statements of Operations

                                         Year ended December 31
                                     1995        1994        1993

Operating revenue associated
 with investment properties:
Rentals                        $5,526,011    $5,941,610   $5,019,399 
Other                             154,528       158,286      171,053 
                                5,680,539     6,099,896    5,190,452 

Operating expenses associated
 with investment properties:
Operating                       2,336,602     2,394,388    2,264,054 
Administrative                    300,830       289,678      272,762 
Depreciation                    1,110,967     1,242,885    1,109,669 
Interest, including
 amortization of debt-issue
 costs                          1,479,874     1,707,904    1,184,747 
Real estate taxes                 740,582       761,975      588,386 
                                5,968,855     6,396,830    5,419,618 
Loss from operations of
investment properties            (288,316)     (296,934)    (229,166)

Other Partnership income
 (expenses):
Interest income                    43,069       177,404       94,736 
Interest on payables to
 affiliates                       (33,550)      (28,764)     (18,259)
Administrative Expenses          (190,901)     (194,405)    (174,514)
Loss on disposition of
investment property                     --   (1,071,710)           --
Forfeiture fee earned                   --      100,000            --
                                 (181,382)   (1,017,475)     (98,037)
Net loss                        $(469,698)  $(1,314,409)   $(327,203)

Net loss attributable to
General Partner - (1%)          $  (4,697)  $   (13,144)   $  (3,272)

Net loss attributable to 
Limited Partners - (99%)         (465,001)   (1,301,265)    (323,931)
                                $(469,698)  $(1,314,409)   $(327,203)

Net loss per Limited
Partnership interest            $  (26.62)  $    (74.50)   $  (18.55)


See accompanying notes
<PAGE>

      Decade Companies Income Properties - A Limited Partnership

              Statements of Changes in Partners' Capital



                                      General
                         Limited    Partner's     Limited
                     Partnership      Capital   Partners'
                       Interests    (Deficit)     Capital     Total  


Balances at
 January 1, 1993          17,466.31 $(32,010)  $7,820,623  $7,788,613
Distributions to Partners     --      (6,061)   (873,320)   (879,381)
Net loss for the year         --      (3,272)   (323,931)   (327,203)
Balances at
 December 31, 1993        17,466.31  (41,343)  6,623,372)   6,582,029
Distributions to Partners     --      (6,134)   (873,321)   (879,455)
Net loss for the year         --     (13,144) (1,301,265) (1,314,409)
Balances at
 December 31,1994         17,466.31  (60,621)   4,448,786   4,388,165
Distributions to Partners     --      (3,867)   (873,320)   (877,187)
Net loss for the year         --      (4,697)   (465,001)   (469,698)
Balances at
 December 31, 1995        17,466.31 $(69,185)  $3,110,465  $3,041,280



() Denotes deduction or deficit
<PAGE>

      Decade Companies Income Properties - A Limited Partnership

                       Statements of Cash Flows

                                          Year ended December 31
                                      1995        1994          1993  


Operating activities
Net loss for the year          $(469,698)   $(1,314,409)   $(327,203)
Adjustments to reconcile net
 loss to net cash provided by
 operating activities:
Depreciation                    1,110,967      1,242,885    1,109,669
Loss on disposition of
 investment property                   --        979,610           --
Amortization of debt issue
 costs                             16,347         16,302       66,910

Changes in operating assets
and liabilities:
Prepaid and other assets         (56,600)         42,464     (65,579)
Escrow deposits                   (7,822)          2,686      (6,648)
Security deposits payable           2,692       (29,945)       33,274
Accounts payable                   27,480       (67,453)       50,729
Accrued real estate taxes           8,854        (9,407)      (5,332)
Accrued interest payable               99       (43,453)       18,369
Payables to affiliates             23,322        101,350       37,609
Net cash provided by operating
affiliates                        655,651        920,630      911,798

Investing activities
Proceeds from disposition of
investment property--                          2,990,181    5,326,313
Withdrawal from (deposit to)
 Like-Kind Exchange Escrow
 Trust                            620,141    (1,117,531)           --
Net additions to investment
 properties                     (177,334)      (159,791)  (2,935,771)
Redemption (purchase) of
 short-term investments                        4,000,000  (4,000,000)
Net cash provided by (used in)
investing activities              442,807      5,712,859  (1,609,458)

Financing activities
Net proceeds from issuance of
mortgage note payable                  --             --    4,000,000
Proceeds from note payable
 to bank                          120,000        100,000           --
Payments on note payable
 to bank                        (220,000)             --           --
Additions to debt issue costs    (10,000)       (13,606)     (12,500)
Payments on mortgage notes
 payable                         (72,260)    (6,029,737)  (2,685,753)
Distributions paid to Limited
 Partners                       (873,320)      (873,320)    (873,320)
Distributions paid to General
 Partner                          (2,977)       (12,668)           --
Net cash provided by (used
 in) financing activities     (1,058,557)    (6,829,331)      428,427
Increase (decrease) in cash
 and cash equivalents              39,901      (195,842)    (269,233)
Cash and cash equivalents at
 beginning of year                 16,415        212,257      481,490
Cash and cash equivalents
 at end of year               $    56,316    $    16,415   $  212,257


See accompanying notes
<PAGE>

              Decade Companies Income Properties -
                      A Limited Partnership

                  Notes To Financial Statements

                        December 31, 1995



1. Organization and Basis of Accounting

Organization

Decade Companies Income Properties--A Limited Partnership (the
Partnership) was organized as a limited partnership under the
laws of the State of Wisconsin pursuant to a Certificate and an
Agreement (the Agreement) of Limited Partnership dated June 6,
1985, for the purpose of investing primarily in residential and
commercial real property.  The Agreement terminates on or before
December 31, 2005.  The Partnership began operations June 9,
1986.  The Partnership operates three residential apartment
complexes located in Madison, Wisconsin, Clearwater, Florida, and
St. Petersburg, Florida.

The Partnership consists of a General Partner, Decade Companies--A
General Partnership, of which Jeffrey Keierleber and Decade 80,
Inc. are the general partners, and 1,936 Limited Partners at
December 31, 1995.

Basis of Accounting

The Partnership's accounting records are maintained on the basis
of accounting utilized for federal income tax reporting purposes. 
The accompanying financial statements have been prepared from
such records adjusted for differences in depreciation methods and
related-party transactions.  Certain accrual and tax basis
amounts are summarized as follows:

                            1995            1994             1993
               ______________________________________________________
                      Accrual     Tax Accrual     Tax Accrual     Tax
                        Basis   Basis   Basis   Basis   Basis   Basis
               ______________________________________________________
                                     (In Thousands)

Total assets          $26,474 $26,132 $27,914 $27,574 $36,094 $35,722
Partners' capital
(deficit):
General Partner          (69)    (60)    (61)    (52)    (41)    (28)
Limited Partners        3,110   6,360   4,449   7,617   6,623   9,659

Net loss:
General Partner           (5)     (4)    (13)    (12)     (3)     (1)
Limited Partners        (465)   (443) (1,301) (1,169)   (324)   (136)

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenue
and expenses during the reporting period. Although estimates are
considered to be fairly stated at the time that the estimates are
made, actual results could differ from those estimates.

Cash Equivalents

The Partnership considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Such investments are carried at cost which
approximates market value.

Depreciation

Depreciation is computed by the straight-line method using
estimated useful lives of 30 years for the buildings and
improvements and 5 years for related equipment.

For federal income tax purposes, the Partnership has adopted
various accelerated methods which provide for depreciation of
buildings and improvements over 27.5 years and related equipment
over 7 years.

Fees to Affiliates

Fees related to the offering, organizational and acquisition
stages of the Partnership paid to the General Partner or
affiliates, and deferred interest related thereto, are limited to
a maximum amount as defined in the Partnership prospectus. The
Partnership reached this maximum in 1993. Accordingly, interest
was not charged on certain deferred fees (see Note 6) and the
acquisition fee on Pelican Sound was limited (see Note 3).

Acquisition fees, mortgage placement and mortgage brokerage fees,
property management fees and real estate sales commissions are
payable to the General Partner or affiliates of the General
Partner. These fees are charged to expense as follows:

Acquisition Fees

Acquisition fees designated for selection, negotiation and
purchase of Partnership properties have been capitalized as
investment property and allocated to land, buildings and
improvements and equipment based on appraised values. The
portions allocated to buildings, improvements and equipment are
being depreciated over the respective lives of the buildings,
improvements and equipment.

Mortgage Placement and Mortgage Brokerage Fees

Fees for services rendered in locating potential borrowers and
investigating their creditworthiness for placement of mortgage
loans are payable by the Partnership to the extent not paid by
the mortgagor. Any fees paid by the Partnership will be charged
to expense over the terms of the mortgage loans.

Property Management Fees

Fees for property management and rental services are being
charged to expenses over the period property management services
are being performed.

Real Estate Sales Commissions

Fees may be earned for services rendered related to the sale of
Partnership property, as defined in the Partnership prospectus.
Payment of such fees to an affiliate of the General Partner shall
be subordinated to a return to the Limited Partners equal to
their original capital contribution plus a 6% per annum
cumulative return.

Expenses of Offering

Sales commissions, underwriting fees and reimbursed syndication
costs paid to the General Partner or affiliates of the General
Partner in connection with the capital offering have been
recorded as a charge to Limited Partners' capital.

Reimbursed Expenses

The Partnership reimburses the General Partner and affiliates of
the General Partner for the actual cost of goods and materials
used by or for the Partnership in the course of performing the
general functions of the Partnership. These general functions
include accounting, investor communications, investor
documentation, legal services, tax services, computer services,
risk management, and any other related operational and
administrative expenses necessary for the prudent organization
and operation of the Partnership.

Reimbursed expenses paid by the General Partner or affiliates of
the General Partner on behalf of the Partnership were as follows:
Decade Companies ($89,962-1995; $84,471-1994; $68,678-1993) and
Decade Properties, Inc. ($929,883-1995; $878,934-1994;
$772,494-1993). At December 31, 1995, the following amounts were
unpaid by the Partnership: Decade Companies ($2,949) and Decade
Properties, Inc. ($50,270).

Allocations and Distributions

Pursuant to the Agreement, net income and losses from operations
(exclusive of those from the sale or disposition of Partnership
properties) are to be allocated 99% to the Limited Partners and
1% to the General Partner. In computing net income and losses
from operations, depreciation expense is allocated differently to
taxable and nontaxable entities.

Any gains from the sale or disposition of Partnership properties
will be allocated: 1) 99% to the Limited Partners and 1% to the
General Partner until the cumulative gains are equal to any
losses from the sale or disposition of Partnership property for
all prior periods; 2) to the Limited Partners until their
cumulative gains equal the sum of all sales commissions,
underwriting fees, and reimbursed syndication costs for the
current year and all prior years, any losses from the sale or
disposition of Partnership property for the current year and all
prior years, and an amount equal to 6% per annum, cumulative and
noncompounded, on the Limited Partners' capital investment minus
prior distributions of cash available for distribution or to the
extent that prior distributions of sales proceeds exceed the
Limited Partners' original capital investment ("priority return")
from the inception of the Partnership to the end of the current
year; 3) to the General Partner an amount equal to the
distributions made to the General Partner under (iii)(b) below;
4) to the General Partner an amount equal to the distributions
made to the General Partner pursuant to (iv) below; 5) to the
Limited Partners until cumulative gains allocated to them are
equal to (v) below; 6) to the Limited Partners until cumulative
gains allocated to them are equal to (vi) below; and 7) to the
General Partner until cumulative gains allocated to the General
Partner are equal to (vii) below. Any losses from the sale or
disposition of Partnership properties will be allocated 99% to
the Limited Partners and 1% to the General Partner.

Cash available for distribution, as defined in the Agreement,
will be distributed 99% to the Limited Partners and 1% to the
General Partner. Proceeds from the sale or disposition of
Partnership properties, if any, remaining after repayment of any
General Partner's loan and payment of deferred fees, will be
distributed as follows: (i) to the Limited Partners, an amount
equal to 100% of their original capital contribution minus any
prior distributions of sales proceeds; (ii) to the Limited
Partners, an amount to provide their priority return; (iii) to
the General Partner an amount equal to the greater of the excess
of (a) its capital contribution over the sum of all prior
distributions of sales proceeds or (b) 1% of such sales proceeds;
(iv) in the case of the sale of any property in which brokerage
services are actually performed by the General Partner or an
affiliate, to the General Partner or an affiliate, an amount
equal to its subordinated real estate commission (generally up to
3% of the aggregated selling price of all properties); (v) of the
remaining proceeds, 88% to the Limited Partners; (vi) then, to
the Limited Partners, the deficiency, if any, in return of
capital plus a cumulative preference of 10% per annum on their
capital investment; and (vii) to the General Partner, the
remaining balance (not to exceed 12% of the proceeds remaining
after the distributions in accordance with (i) through (iv)
above).

Net Loss Per Limited Partnership Interest

Net loss per Limited Partnership interest is based on 99% of net
loss as allocated to the Limited Partners divided by the weighted
average number of interests outstanding during the year.

Pending Accounting Change

In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of." SFAS No. 121 addresses
situations where information indicates that a company might be
unable to recover, through future operations or sale, the
carrying amount of long-lived assets. SFAS No. 121 requires that
long-lived assets that are used in operations be reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets might not be recoverable.
SFAS No. 121 is effective for the Partnership in 1996. The impact
to the Partnership's financial statements is not expected to be
material.

3. Like-Kind Exchange of Investment Property

During 1993 the Partnership traded the Woodbridge Apartments for
the Pelican Sound Apartments pursuant to a like-kind exchange
under Section 1031 of the Internal Revenue Code. The exchange
commenced on August 2, 1993, and was completed as of November_30,
1993. The Woodbridge Apartments were sold on August 2, 1993, to
an unaffiliated buyer for a net selling price of $5,400,000. The
sale proceeds of $5,326,313 (net of prorations of $73,687) were
transferred to a Like-Kind Exchange Escrow Trust specifically
reserved for the completion of the like-kind exchange and were
not available for distribution. The proceeds in the Like-Kind
Exchange Escrow Trust were used as follows: payoff of mortgage
note payable and accrued interest on Woodbridge Apartments of
$2,516,666, closing costs of $110,075 and purchase of Pelican
Sound Apartments of $2,699,572. The Partnership acquired Pelican
Sound Apartments for $12,550,000 as of November 30, 1993, within
the time period permitted by Section 1031 of the Internal Revenue
Code. The Partnership assumed a $10,000,000 mortgage note payable
on the investment property (see Note 4). The General Partner
earned an acquisition fee from the Partnership of $168,197 for
the purchase of Pelican Sound Apartments. An affiliate of the
General Partner earned a sales commission of $162,000 on the sale
of Woodbridge Apartments. Both fees are unpaid as of December_31,
1995. Because the transaction is considered an exchange for
financial reporting purposes, the cost basis of the Pelican Sound
Apartments equals the historical cost basis of the Woodbridge
Apartments exchanged plus the additional cash paid, net
liabilities assumed and fees earned by the General Partner and
its affiliate, and no gain or loss was recognized as a result of
this transaction.

4. Investment Properties

Investment properties owned at December 31, 1995, are as follows:


<PAGE>

<TABLE>
<CAPTION>                                                            Costs Capitalized
                                   Initial Cost to Partnership   Subsequent to Acquisition
                           _______________________________________________________________

                                                    Buildings           Buildings
                                                          and                 and
                                                     Improve-  Equip-    Improve-   Equip-
   Description               Encumbrances    Land       ments    ment       ments     ment
__________________________________________________________________________________________
                                              (In Thousands)
<S>                           <C>         <C>        <C>      <C>           <C>      <C>
Meadows II Apartments
  Madison, Wisconsin           $ 6,729     $1,144     $ 9,227  $  442         $ 7     $262

Town Place Apartments
  Clearwater, Florida            2,500      1,518       5,270     252          --      348

Pelican Sound
  Apartments                    10,000      2,644       8,801     861           4      148
  St. Petersburg, Florida
                               $19,229     $5,306     $23,298  $1,555         $11     $758

<CAPTION>
                                         Gross Amount at Which Carried
                           _______________________________________________________________
                                            Buildings
                                                  and                        Accumulated
  Description                      Land  Improvements  Equipment     Total  Depreciation
__________________________________________________________________________________________
                                              (In Thousands)
<S>                              <C>          <C>        <C>      <C>            <C>
Meadows II Apartments
  Madison, Wisconsin             $1,144        $9,234     $  704   $11,082        $2,730

Town Place Apartments
  Clearwater, Florida             1,518         5,270        600     7,388         1,544

Pelican Sound Apartments
 St. Petersburg, Florida          2,644         8,805      1,009    12,458         1,119
                                 $5,306       $23,309     $2,313   $30,928        $5,393

<CAPTION>

          Description                        Date of Construction          Date Acquired
<S>                                          <C>                           <C>
Meadows II Apartments, Madison, Wisconsin    In phases through 1980        January 1989

Town Place Apartments, Clearwater, Florida   1985                          February 1990

Pelican Sound Apartments,
St. Petersburg, Florida                      1987                          November 1993
</TABLE>

<PAGE>

In April 1994, the Partnership disposed of Ashley Pointe
Apartments to an unaffiliated buyer for $3,070,000.  The net
proceeds of $2,990,181 were transferred to a Like-Kind Exchange
Escrow Trust (Trust) as it was the Partnership's intent to
complete a like-kind exchange pursuant to Section 1031 of the
Internal Revenue Code.  The proceeds in the Trust were used to
pay off the mortgage note payable on Ashley Pointe Apartments and
closing costs.  Proceeds of $1,094,531 were kept on deposit in
the Trust to acquire a replacement property and complete the
like-kind exchange.  The Partnership did not identify a
replacement property in the time permitted under Section 1031
and, as such, a loss of $970,958 was reported for federal income
tax purposes and a loss of $979,610 occurred, for financial
reporting purposes.  Due to contractual arrangement, the
$1,094,531 deposit (along with interest earned of $23,000)
remained in the Trust as of December 31, 1994, reported as
exchange escrow.  As of December 31, 1995, $497,390 remains on
deposit in the Trust to be used to acquire a replacement property
or to provide additional liquidity for the Partnership, if
necessary.  Funds were withdrawn from the Trust in 1995 to fund
the Partnership's financing needs.  An affiliate of the General
Partner earned a sales commission of $92,100 on the 1994
disposition of Ashley Pointe Apartments resulting in a total loss
of $1,071,710 for financial reporting purposes.  This fee is
unpaid as of December 31, 1995, and is subordinated as set forth
in Note 2.

In 1989, the General Partner earned an acquisition fee from the
Partnership of $753,688 related to the purchase of the Meadows II
Apartments which was capitalized as part of the initial cost of
the investment property.  The acquisition fee has not been paid
as of December 31, 1995.

In 1992, the General Partner earned an acquisition fee from the
Partnership of $264,000 related to the purchase of Woodbridge
Apartments, which was capitalized as part of the initial cost of
the investment property.  Woodbridge Apartments was disposed of
in August 1993 (see Note 3).  The acquisition fee has not been
paid as of December 31, 1995.

A reconciliation of the cost and accumulated depreciation of the
investment properties at December 31 follows:

                                        1995      1994       1993
                                             (In Thousands)

Cost
Balance at beginning of year         $30,750  $35,387    $27,612 
Acquisition of investment properties      --       --     12,306 
Additions to investment properties       178      160        205 
Disposal of investment property           --   (4,797)    (4,736)
Balance at end of year               $30,928   $30,750   $35,387 

Accumulated depreciation
Balance at beginning of year         $ 4,282  $ 3,867    $ 2,923 
Provision for the year                 1,111    1,242      1,110 
Disposal of investment property           --     (827)      (166)
Balance at end of year               $ 5,393  $ 4,282    $ 3,867 


The aggregate cost of the investment properties for federal
income tax purposes is $28,045,529 because the acquisition fees
and sales commission payable to the General Partner are
capitalizable for financial reporting purposes only.  The
accumulated depreciation for federal income tax purposes was
$5,142,113, $4,030,227 and $3,645,760 at December 31, 1995, 1994
and 1993, respectively.

5. Mortgage Notes Payable

Mortgage notes payable consist of the following:


                                                                 
December 31
                                                1995        1994
Mortgage note payable in monthly
 installments of $21,952, including
 interest at 7.5%, with final payment
 due December 1, 2021.                    $3,009,554  $3,045,772

Mortgage note payable with interest
 accruing at 2.48% over the monthly
 weighted average cost of funds of
 the bank, adjusted monthly, with
 maximum and minimum rates of 14.75%
 and 6.75%, respectively (7.591% at
 December 31, 1995). Monthly payments
 of principal and interest are computed
 annually ($27,890 commencing January 1,
 1996).  The final payment is due
 December 10, 2004.                        3,718,979   3,755,021

Mortgage note payable with monthly
 interest installments at 1.0% over
 the prime rate (9.25% at
 December 31, 1995).  The entire
 principal balance is due April 1, 1996.   2,500,000  $2,500,000

Mortgage note payable with monthly
 interest installments at 7.0% for
 two years.  Monthly installments of
 $67,184, including interest at 7.0%,
 thereafter, with final payment due
 December 1, 1998, unless the term is
 extended for an additional five years
 as described in the mortgage note
 agreement.                               10,000,000  10,000,000
                                         $19,228,533 $19,300,793


The 7.5% mortgage note is insured under the National Housing Act
and, as a result, the operation of the rental property is subject
to the terms of the Regulatory Agreement between the Partnership
and the Department of Housing and Urban Development (HUD).  The
mortgage is secured by the Meadows II property.  Under the terms
of the Regulatory Agreements, certain actions, including the
payment of any distributions to the Partners from surplus cash
generated by the Project, require the approval of The Federal
Housing Administration as an agent for HUD.

The Meadows II, Town Place and Pelican Sound Apartments
investment properties and all associated operating revenues are
pledged as collateral for the mortgage notes payable. Interest
paid with respect to the mortgage notes and other indebtedness
was $1,454,778, $1,735,055 and $1,099,588 in 1995, 1994 and 1993,
respectively. Aggregate annual maturities of the mortgage notes
payable for the five years subsequent to December 31, 1995, are
as follows: $2,703,000-1996; $218,000-1997; $9,881,000-1998;
$117,000-1999 and $126,000-2000.

The Partnership had a $250,000 line of credit from a bank with
interest charged on outstanding draws at 6%, expiring January
1995.  At December 31, 1994, there was $100,000 outstanding on
the line of credit.  In January 1995, the line of credit was
extended to January 1996 at an interest rate of 8.5%.  No amounts
are outstanding at December 31, 1995.

6. Income Taxes

The Partnership has received an opinion from legal counsel that
it will be classified as a partnership for federal income tax
purposes.  Therefore, Partnership losses or income and taxes
attributable thereto will be the responsibility of the various
Partners and no provision for income taxes has been made in the
Partnership's financial statements.

Differences between the net loss as reported herein and net loss
reported for federal income tax purposes arise from timing
differences related to depreciation, disposition of investment
property and accrual-basis adjustments.  The following is a
reconciliation of reported net loss and net loss reported for
federal income tax purposes:

                                       Year ended December 31

                                   1995          1994        1993
Net loss as reported for
 financial reporting
 purposes                    $(469,698)  $(1,314,409)  $(327,203)
Add:
 Depreciation                     (917)        22,782     153,057
 Loss on disposition of
 investment  property                --       100,752          --
 Accrual basis adjustments       23,321         9,250      36,631

Net loss reported for
 federal income tax
 purposes                    $(447,294)  $(1,181,625)  $(137,515)


7. Transactions With Related Parties

Decade Companies and its general partners are general partners
for other limited partnerships which have invested in real
estate. The Partnership also shares certain management and
accounting employees and other expenses with entities that are
controlled by Decade Companies and its general partner. The
Partnership has executed certain contracts providing for the
following fees payable to the General Partner or to affiliates of
the General Partner:

     Decade Companies

     Decade Companies earned the following amount from the
     Partnership: acquisition fees ($168,197-1993).  Interest on
     acquisition fees was not earned by Decade Companies in 1995,
     1994 or 1993 due to the fee limitation imposed by the
     Partnership prospectus (see Note 2).  Acquisition fees of
     $2,146,635 are payable to Decade Companies at December 31,
     1995.  Such fees were capitalized as part of the cost of the
     investment properties.

     In addition, the following other items are payable to Decade
     Companies at December 31, 1995:  accrued interest on
     acquisition fees ($572,467) and mortgage placement fees
     ($90,246).

     Decade Properties

     Decade Properties earned the following amounts from the
     Partnership:  property management fees ($449,205-1995;
     $489,960-1994; $399,221-1993), real estate sales commissions
     ($92,100-1994; $162,000-1993) and interest on sales commis-
     sions ($28,588-1995; $26,570-1994; $18,259-1993).  Real
     estate sales commissions of $440,700 are payable to Decade
     Properties at December 31, 1995.  Such fees were capitalized
     into the cost of the investment properties, except for the
     fee earned on the disposition of Ashley Pointe Apartments of
     $92,100 (see Note 4).

     In addition, accrued interest on sales commissions
     ($115,821) is payable to Decade Properties at December 31,
     1995.

Deferred fees payable to affiliates bear interest at the minimum
rate required under the Internal Revenue Code (the Code) to avoid
imputed interest under the Code and is payable only from sales
proceeds, Partnership operations or cash reserves.  However, as
described above and in Note 2, interest has not been earned on
certain deferred fees for 1995, 1994 and 1993.

Charges by affiliated parties in 1996 are estimated by management
to approximate $455,000 for property management fees.  Interest
charges by affiliated parties in 1996 are expected to approximate
1995 amounts.



























<PAGE>

                        OFFER TO PURCHASE

                        TABLE OF CONTENTS
                                                             Page

SUMMARY OF CERTAIN INFORMATION . . . . . . . . . . . . . . . .  2

THE PARTNERSHIP. . . . . . . . . . . . . . . . . . . . . . . .  4
     Background of the Partnership . . . . . . . . . . . . . .  4
     Background of the Offer . . . . . . . . . . . . . . . . .  4
     Determination of the Offer Price. . . . . . . . . . . . .  5
     August 1996 Appraisal of Pelican Sound. . . . . . . . . .  6
     September 1996 Appraisal of The Meadows II. . . . . . . .  7
     April 1996 Appraisal of Town Place. . . . . . . . . . . .  8
     Opinion of The Valuations Group . . . . . . . . . . . . .  9
     Interests of Certain Persons in the Offer . . . . . . . . 10
     Certain Effects of the Offer. . . . . . . . . . . . . . . 10
     Conduct of the Partnership After the Offer. . . . . . . . 11
     Certain Federal Income Tax Consequences of the Offer. . . 12
     Correction of Depreciation Methods and Allocations. . . . 13
     Accounting Treatment. . . . . . . . . . . . . . . . . . . 15
     Regulatory Matters. . . . . . . . . . . . . . . . . . . . 15

THE OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     Proration . . . . . . . . . . . . . . . . . . . . . . . . 16
     Procedures for Tendering Interests. . . . . . . . . . . . 17
     Signature Guarantees and Method of Delivery . . . . . . . 17
     Withdrawal Rights  

     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     Certain Conditions. . . . . . . . . . . . . . . . . . . . 18
     Estimated Costs and Fees. . . . . . . . . . . . . . . . . 20

FINANCING THE OFFER. . . . . . . . . . . . . . . . . . . . . . 20
     General . . . . . . . . . . . . . . . . . . . . . . . . . 20
     Bank Financing. . . . . . . . . . . . . . . . . . . . . . 20

DESCRIPTION OF THE LIMITED PARTNERSHIP INTERESTS . . . . . . . 20

BUSINESS OF THE PARTNERSHIP. . . . . . . . . . . . . . . . . . 21

LACK OF MARKET AND DISTRIBUTIONS . . . . . . . . . . . . . . . 26

SECURITY OWNERSHIP OF THE GENERAL PARTNER. . . . . . . . . . . 26

SUMMARY HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . 28

PRO FORMA FINANCIAL DATA . . . . . . . . . . . . . . . . . . . 29

NOTES TO PRO FORMA FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND JUNE 30, 1996. . . . . . . . . . . . . . 36

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . 37

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 37

INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . 38

<PAGE>



Annex A:  Appraisal of Pelican Sound









                            APPRAISAL

                          Pelican Sound
                  A 379-Unit Apartment Complex
                      10200 Gandy Boulevard
                  St. Petersburg, Florida 33702





                          PREPARED FOR

                        Mr. Michael Sweet
                             Decade
                250 Patrick Boulevard, Suite 140
                Brookfield, Wisconsin  53045-5864


                         EFFECTIVE DATE

                         August 28, 1996


                         TYPE OF REPORT

                    Complete, Self-contained


                               BY
                   Robert E. Riggins, SRA, MAI
          State-certified general real estate appraiser
                            #0000605

                    William W. Atkinson, MAI
          State-certified general real estate appraiser
                            #0001221

           RIGGINS, ATKINSON, COMBS & ASSOCIATES, INC.
             18840 U.S. HIGHWAY 19 NORTH, SUITE 401
                    CLEARWATER, FLORIDA 34624
                         (813) 530-9793
<PAGE>
                                                         08962310
                                               September 12, 1996












Mr. Michael Sweet
Decade
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin  53045-5864


Re:  Appraisal Report
     Pelican Sound
     A 379-Unit Apartment Complex
     10200 Gandy Boulevard
     St. Petersburg, Florida  33702


Dear Mr. Sweet:

As requested, we have prepared an appraisal of the above
captioned property.  The purpose of the appraisal is to estimate
the market value of the subject property, as of the effective
date of August 28, 1996.  Market value is defined on page 3 of
the text.  This appraisal reflects or addresses any significant
information known to this appraiser which may materially alter
the "as is" nature of the appraisal.

The subject property is a 379-unit apartment complex, known as
the Pelican Sound apartments.  The complex, which was constructed
in 1988, features one and two bedroom apartment units in two-
story and three-story walk-up garden style buildings.  Amenities
include a clubhouse with leasing office and fitness facility, a
swimming pool and spa, and tennis courts.  The construction
quality of the apartment complex is average to good cost and has
been maintained in above average condition.  The total rentable
area of the buildings is 260,867 square feet.

The subject site is an irregular shaped parcel located on the
south side of Gandy Boulevard, east of the intersection with 4th
Street in the city of St. Petersburg.  The site has about 1,327
feet of road frontage.  Ingress and egress is adequately
provided.  The total area of the site is 1,375,991 square feet or
31.59 acres.
08962310

<PAGE>

Mr. Michael Sweet
September 12, 1996
Page Two of Two


It is the intent of this appraisal to be in compliance with the
regulations governing federally regulated financial institutions
and the Uniform Standards of Professional Appraisal Practice as
adopted by the Appraisal Institute, as read and interpreted by
this office.

The following report contains the data, analysis, assumption and
limiting conditions on which we have based our value conclusions. 
Your attention is directed to the "general assumptions and
limiting conditions" and the "certificate of appraisal" which are
considered typical for this type of assignment and have been
included within the text of this report.

The fee simple market value of the property described herein,
subject to the assumptions and limiting conditions as set forth,
as of August 28, 1996, in "as is" condition, is estimated to be:

<PAGE>

       FOURTEEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
                          ($14,250,000)

                            INCLUDING
                 DEPRECIATED VALUE OF APPLIANCES
               FIVE HUNDRED FIFTY THOUSAND DOLLARS
                           ($550,000)

                          REAL PROPERTY
         THIRTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
                          ($13,700,000)



Respectfully submitted:




_____________________________      
________________________________
Robert E. Riggins MAI, SRA         William W. Atkinson, MAI
President                          Vice President
State-certified general real       State-certified general real
estate appraiser #0000605          estate appraiser #0001221

<PAGE>
           Summary of Important Facts and Conclusions


Property Location:            Property located on the south side
                              of Gandy Boulevard, east of the
                              intersection with 4th Street,
                              mailing address - 10200 Gandy
                              Boulevard, St. Petersburg, Florida
                              33702

Owner of Record:              Decade Companies Income Properties,
                              Ltd.

Property Rights Appraised:    Fee Simple Estate

Date of Valuation:            August 28, 1996

Improvements:                 A 379-unit, average to good quality
                              apartment complex that was
                              constructed in 1988, known as the
                              Pelican Sound Apartments -
                              Amenities include a clubhouse with
                              leasing office and fitness
                              facility, a swimming pool and spa,
                              and tennis courts 

Land Area:                    1,375,991 square feet or 31.59
Acres

Zoning and Land Use:          RO-P (Residential Office Parkway)
                              under the jurisdiction of the City
                              of St. Petersburg - Comprehensive
                              Land Use Plan, RO (Residential/
                              Office General)

Highest and Best Use:

     As Though Vacant:        A 379-unit good quality apartment
                              development

     As Though Improved:      Continue use as a 379-unit
                              apartment complex

Valuation Summary:

Estimated Land Value:                             $ 2,500,000
Value by the Cost Approach:                       $14,500,000
Value by the Sales Comparison Approach:           $14,300,000
Value by the Income Capitalization Approach:      $14,200,000
Final Estimate of Value:
     "As Is" - Fee Simple:                        $14,250,000

Marketing Time:               6 Months
<PAGE>
                       SUBJECT PHOTOGRAPHS






















                   VIEW OF APARTMENT BUILDING
              AND PARKING AREAS - FACING SOUTHWEST

























              VIEW OF CLUBHOUSE - FACING SOUTHEAST

<PAGE>
                        Table Of Contents


Cover Page
Letter Of Transmittal
Summary Of Important Facts And Conclusions
Subject Photographs

Introduction                                                 Page

PURPOSE AND DATE OF APPRAISAL. . . . . . . . . . . . . . . . .  1

FUNCTION OF THE APPRAISAL. . . . . . . . . . . . . . . . . . .  1

INTEREST APPRAISED . . . . . . . . . . . . . . . . . . . . . .  1

SCOPE OF THE APPRAISAL . . . . . . . . . . . . . . . . . . . .  1

DEFINITION OF MARKET VALUE . . . . . . . . . . . . . . . . . .  2

DEFINITION OF FEE SIMPLE OWNERSHIP . . . . . . . . . . . . . .  3

IDENTIFICATION OF THE SUBJECT PROPERTY . . . . . . . . . . . .  3

ZONING . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

FLOOD INFORMATION. . . . . . . . . . . . . . . . . . . . . . .  4

LEGAL DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . .  4

TAX INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .  4

SALES HISTORY. . . . . . . . . . . . . . . . . . . . . . . . .  4

HIDDEN CONDITIONS. . . . . . . . . . . . . . . . . . . . . . .  5

TAMPA BAY AREA ANALYSIS. . . . . . . . . . . . . . . . . . . .  6

TAMPA BAY AREA . . . . . . . . . . . . . . . . . . . . . . . .  6

NEIGHBORHOOD DESCRIPTION . . . . . . . . . . . . . . . . . . . 14

SITE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

IMPROVEMENT DESCRIPTION. . . . . . . . . . . . . . . . . . . . 23

HIGHEST AND BEST USE . . . . . . . . . . . . . . . . . . . . . 28

THE VALUATION PROCESS. . . . . . . . . . . . . . . . . . . . . 32

THE COST APPROACH. . . . . . . . . . . . . . . . . . . . . . . 33

COMPARABLE LAND SALES. . . . . . . . . . . . . . . . . . . . . 41

EXPLANATION OF ADJUSTMENTS . . . . . . . . . . . . . . . . . . 44

CORRELATION AND CONCLUSION . . . . . . . . . . . . . . . . . . 45

REPLACEMENT COST OF IMPROVEMENTS . . . . . . . . . . . . . . . 47

IMPACT FEES. . . . . . . . . . . . . . . . . . . . . . . . . . 47

DEVELOPER (ENTREPRENEURIAL) OVERHEAD AND PROFIT. . . . . . . . 47

DEPRECIATION . . . . . . . . . . . . . . . . . . . . . . . . . 48

Physical Depreciation. . . . . . . . . . . . . . . . . . . . . 48

SUMMARY OF THE COST APPROACH . . . . . . . . . . . . . . . . . 50

THE SALES COMPARISON APPROACH. . . . . . . . . . . . . . . . . 51

IMPROVED COMPARABLE NO. 1. . . . . . . . . . . . . . . . . . . 52

IMPROVED COMPARABLE NO. 2. . . . . . . . . . . . . . . . . . . 54

IMPROVED COMPARABLE NO. 3. . . . . . . . . . . . . . . . . . . 56

IMPROVED COMPARABLE COMPARISON CHART . . . . . . . . . . . . . 63

EXPLANATION OF ADJUSTMENTS . . . . . . . . . . . . . . . . . . 65

CORRELATION AND CONCLUSION . . . . . . . . . . . . . . . . . . 66

THE INCOME CAPITALIZATION APPROACH . . . . . . . . . . . . . . 69

ESTIMATE OF MARKET RENT. . . . . . . . . . . . . . . . . . . . 69

RENT COMPARABLE. . . . . . . . . . . . . . . . . . . . . . . . 70

Comparable Rent Analysis . . . . . . . . . . . . . . . . . . . 76

Comparable Rent Analysis . . . . . . . . . . . . . . . . . . . 77

Comparable Rent Analysis . . . . . . . . . . . . . . . . . . . 78

Comparable Rent Analysis . . . . . . . . . . . . . . . . . . . 79

ANALYSIS OF OPERATING HISTORY. . . . . . . . . . . . . . . . . 83

DIRECT CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . 85

BAND OF INVESTMENT . . . . . . . . . . . . . . . . . . . . . . 85

DEBT COVERAGE RATIO. . . . . . . . . . . . . . . . . . . . . . 86

SUMMARY OF THE DIRECT CAPITALIZATION APPROACH. . . . . . . . . 87

Discounted Cash Flow Analysis: . . . . . . . . . . . . . . . . 88

MULTIFAMILY INCOME PROFORMA. . . . . . . . . . . . . . . . . . 90

Summary of the Income Capitalization Approach. . . . . . . . . 93

RECAPITULATION AND FINAL RECONCILIATION. . . . . . . . . . . . 95

ESTIMATED MARKETING TIME . . . . . . . . . . . . . . . . . . . 97

CERTIFICATE OF APPRAISAL . . . . . . . . . . . . . . . . . . . 98

ASSUMPTIONS AND LIMITING CONDITIONS. . . . . . . . . . . . . . 99

     Purpose and Date of Appraisal . . . . . . . . . . . . . .  1
     Function of the Appraisal . . . . . . . . . . . . . . . .  1
     Interest Appraised. . . . . . . . . . . . . . . . . . . .  1
     Scope of The Appraisal. . . . . . . . . . . . . . . . . .  1
     Definition of Market Value. . . . . . . . . . . . . . . .  3
     Definition Of Fee Simple Ownership. . . . . . . . . . . .  4
     Identification of the Subject Property. . . . . . . . . .  4
     Zoning. . . . . . . . . . . . . . . . . . . . . . . . . .  4
     Flood Information . . . . . . . . . . . . . . . . . . . .  5
     Legal Description . . . . . . . . . . . . . . . . . . . .  5
     Tax Information . . . . . . . . . . . . . . . . . . . . .  5
     Sales History . . . . . . . . . . . . . . . . . . . . . .  6
     Hidden Conditions . . . . . . . . . . . . . . . . . . . .  6

Descriptive Analysis

     Tampa Bay Area Analysis . . . . . . . . . . . . . . . . .  7
     Neighborhood Analysis . . . . . . . . . . . . . . . . . . 17
     Site Analysis . . . . . . . . . . . . . . . . . . . . . . 22
     Improvement Description . . . . . . . . . . . . . . . . . 28
     Highest And Best Use. . . . . . . . . . . . . . . . . . . 33

Valuation Analysis

     The Valuation Process . . . . . . . . . . . . . . . . . . 39
     The Cost Approach . . . . . . . . . . . . . . . . . . . . 41
     Comparable Land Sales . . . . . . . . . . . . . . . . . . 52
     Comparable Sales Comparison Chart . . . . . . . . . . . . 53
     Explanation of Adjustments. . . . . . . . . . . . . . . . 54
     Correlation and Conclusion. . . . . . . . . . . . . . . . 56
     Replacement Cost Of Improvements. . . . . . . . . . . . . 58
     Impact Fees . . . . . . . . . . . . . . . . . . . . . . . 58
     Developer Overhead and Profit . . . . . . . . . . . . . . 59
     Depreciation. . . . . . . . . . . . . . . . . . . . . . . 59
     Physical Depreciation . . . . . . . . . . . . . . . . . . 60
     Summary of the Cost Approach. . . . . . . . . . . . . . . 63
     The Sales Comparison Approach . . . . . . . . . . . . . . 64
     Improved Comparables. . . . . . . . . . . . . . . . . . . 65
     Improved Comparable Comparison Chart. . . . . . . . . . . 81
     Explanation of Adjustments. . . . . . . . . . . . . . . . 82
     Correlation and Conclusion. . . . . . . . . . . . . . . . 84
     The Income Capitalization Approach. . . . . . . . . . . . 87
     Estimate of Market Rent . . . . . . . . . . . . . . . . . 87
     Rent Comparables. . . . . . . . . . . . . . . . . . . . . 88
     Comparable Rent Analysis. . . . . . . . . . . . . . . . . 99
     Analysis of Operating History . . . . . . . . . . . . .  100
     Direct Capitalization . . . . . . . . . . . . . . . . .  102
     Band of Investment. . . . . . . . . . . . . . . . . . .  102
     Debt Coverage Ratio . . . . . . . . . . . . . . . . . .  103
     Summary of the Direct Capitalization Approach . . . . . .105
     cADiscounted Cash Flow Analysis:. . . . . . . . . . . . .106
     Multi-family Income Proforma. . . . . . . . . . . . . . .108
     Summary of the Income Capitalization Approach . . . . . .110
     Recapitulation and Final Reconciliation . . . . . . . . .111
     Estimated Marketing Time. . . . . . . . . . . . . . . . .114
     Certificate of Appraisal. . . . . . . . . . . . . . . . .115
     Assumptions and Limiting Conditions . . . . . . . . . . .117

Addendum

     Flood Plain Map
     Supplemental Subject Photographs
     Zoning Regulations
     Legal Description
     Rent Roll
     Income Statement
     Qualifications of Appraisers
<PAGE>
                        APPRAISAL REPORT

                          Pelican Sound
                  A 379-Unit Apartment Complex
                      10200 Gandy Boulevard
                 St. Petersburg, Florida  33702



PURPOSE AND DATE OF APPRAISAL:

The purpose of this appraisal is to estimate the market value of
the fee simple interest in the property described herein, as of
August 28, 1996, in "as is" condition.


FUNCTION OF THE APPRAISAL:

This appraisal report is to assist the client in a presentation
to the stockholders.  This appraisal reflects or addresses any
significant information known to this appraiser which may
materially alter the nature of the appraisal.


INTEREST APPRAISED:

The fee simple interest in the property described herein has been
appraised. Liens and encumbrances, if not described, are unknown
and the property has been analyzed as if free and clear.


SCOPE OF THE APPRAISAL:

A physical inspection of the subject property was made on
August 28, 1996.  The inspection of the property was made with
the assistance of Pamela Olcott, Property Manager and Wayne Shaw,
Regional Manager. Documentation supplied for the subject property
included a two and a half year operating income history and a
current rent roll.  All of the improved structures were
physically inspected from the exterior. Interior inspections were
made of the leasing office, laundry/maintenance room, and a
sample of 5 apartment units. Public records were reviewed for
additional information on the subject property.

Once a physical inspection was completed, the economic conditions
of the region and neighborhood were investigated and analyzed in
relation to the relevant factors which effect the market value of
the subject.  The cost approach, sales comparison approach, and
income capitalization approach were used to evaluate the relevant
factors and estimate the market value of the subject.  The time
period for which comparable market data was investigated was from
January 1993 to the present.  Data sources used to collect
comparable market information include Redi, Ulticomp, Realtron,
MetroScan, public records, and internal appraisal files.

The cost approach is derived by estimating the value of the land
and the depreciated replacement cost of the improvements.  The
primary factors which were considered in the search for
comparable land sales were the highest and best use, the date of
sale, and the location.  All of the land comparables were
researched, physically inspected, and confirmed with a
knowledgeable source.  Both Pinellas and Hillsborough Counties
were searched for land comparables.  Land sales in Pinellas
County were limited due to the dense development in the area and
the limited supply of vacant land.  The replacement cost of the
improvements was estimated using Marshall Valuation Service. 
Depreciation applicable to the improvements was estimated based
on a comparison of other structures in the neighborhood.

The sales comparison approach values the subject property by
comparing it to similar sales in the market area.  The primary
factors which were considered in the search for improved
comparables were age and quality of the properties, the date of
sale, and the location.  All of the improved comparables were
researched using public records, physically inspected, and
confirmed with a knowledgeable source.  The search for improved
comparables was limited to Pinellas County.

The income capitalization approach estimates the value of the
subject by dividing net operating income by a capitalization rate
and estimating future cash flows and applying an appropriate
discount rate.  Net operating income is derived by estimating the
gross potential income of the subject and then deducting for
vacancy, collection loss and operating expenses.

The gross potential income for the subject was derived using rent
comparables.  The primary factors which were considered in the
search for rent comparables was the age and quality of the
properties and the location.  All of the rent comparables were
researched using public records, physically inspected, and
surveyed with a knowledgeable source.  All of the rent
comparables were located in the immediate subject neighborhood. 
Vacancy, collection loss, and expenses were supported by the rent
comparables, as well as, the improved comparables.  The
capitalization rate was derived using comparable sales, the band
of investment and the debt coverage ratio.

This narrative report describes the valuation problem and
contains data, analysis, assumptions and limiting conditions upon
which value conclusions have been based.  It is the intent of
this appraisal to be in compliance with the regulations governing
federally regulated financial institutions and the Uniform
Standards of Professional Appraisal Practice as adopted by the
Appraisal Institute, and as read and interpreted.


DEFINITION OF MARKET VALUE:

"The most probable price which a property should bring in a
competitive and open market under all conditions requisite to a
fair sale, the buyer and seller each acting prudently
knowledgeably, and assuming the price is not affected by undue
stimulus.  Implicit in this definition is the consummation of a
sale as of a specified date and the passing of title from seller
to buyer under conditions whereby:

1.   buyer and seller are typically motivated;

2.   both parties are well informed or well advised, and acting
     in what they consider their own best interests;

3.   a reasonable time is allowed for exposure in the open
     market;

4.   payment is made in terms of cash in United States dollars or
     in terms of financial arrangements comparable thereto; and

5.   the price represents the normal consideration for the
     property sold unaffected by special or creative financing or
     sales concessions granted by anyone associated with the
     sale.

Important factors affecting market value include the time
element, neighborhood and economic changes, as well as
anticipation thereof. Market prices do not necessarily follow all
of these concepts and are often affected by salesmanship and the
urgency and need of the buyer and/or the seller.  The essential
difference between market price and market value lies in the
premises of intelligence, knowledge and willingness, all of which
are contemplated in market value but not in market price.

The market value of the property appraised in this report is
estimated as of the date shown in the certificate of appraisal.
Constantly changing economic conditions have varying effects upon
real property values.  Even after the passage of a relatively
short period, property values may change substantially and
require a review of the appraisal and recertification.

DEFINITION OF FEE SIMPLE OWNERSHIP:

"A fee simple estate implies absolute ownership unencumbered by
any other interest or estate.  Partial interests in real estate
are created by selling, leasing, or otherwise limiting the bundle
of rights in a fee simple estate.  Partial estates include leased
fee and leasehold estates."


IDENTIFICATION OF THE SUBJECT PROPERTY

The subject property is a 379-unit apartment complex, known as
the Pelican Sound apartments.  The complex, which was constructed
in 1988, features one and two bedroom apartment units in two-
story and three-story walk-up garden style buildings.  Amenities
include a clubhouse with leasing office and fitness facility, a
swimming pool and spa, and tennis courts.  The construction
quality of the apartment complex is average to good cost and has
been maintained in above average condition.  The total rentable
area of the buildings is 260,867 square feet.

The subject site is an irregular shaped parcel located on the
south side of Gandy Boulevard, east of the intersection with 4th
Street in the city of St. Petersburg.  The site has about 1,327
feet of road frontage.  Ingress and egress is adequately
provided.  The total area of the site is 1,375,991 square feet or
31.59 acres.


ZONING:

The subject site is zoned RO-P (Residential Office Parkway) under
the jurisdiction of the City of St. Petersburg.  Under the
comprehensive land use plan, the subject has a land use of RO
(Residential/Office General).  The zoning classification and land
use for the subject are compatible.

The RO-P zoning district is intended to permit either residential
or office, or a compatible mixture of these uses, at medium
intensity or density of 12 units per acre for multiple use but
with density up to 15 units per acre obtainable through
utilization of Transfer of Development Rights.

Several of the permitted principal uses and structures include
multiple family development, special residential development,
boarding and rooming houses, community residential homes,
offices, churches, public parks, financial institutions, parking
lots, motels and hotels, academic schools, and bed and breakfast
homes.

The subject property is developed at a density of 12.00 units per
acre and appears to conform to the current zoning and land use.


FLOOD INFORMATION:

The subject property is located in flood zone A9.  Flood zone
information was determined by F.I.R.M. community panel number
125139 0207C, dated June 1, 1983.  An A9 zone is defined as areas
of 100-year flood; base flood elevations and flood hazard factors
determined.  Insurance is required for improved structures within
an A9 zone.  A copy of the flood map may be found at the addendum
of this report.


LEGAL DESCRIPTION:

A tract of land in Sections 18 and 19, Township 30 South, Range
17 East, Pinellas County, Florida, being more particularly
described at the addendum of the report.

The legal description for the subject was supplied by the client
and is assumed to be correct.  No guarantee is made as to the
accuracy of the legal description.


TAX INFORMATION:

Census Tract:            244.05
Parcel Numbers:          19-30-17-68290-001-0010
Owner of Record:         Decade Companies Income Properties, Ltd.
1995 Tax Valuation:      $11,576,000
Millage Rate:            26.1279
1995 Gross Tax:          $302,456.57 (1995 Taxes - Paid)

In review of the appraised value for the subject property, the
assessed value appears to be within an acceptable range.  An
analysis of the tax assessment and tax comparables may be found
in the income capitalization approach section of the report.


SALES HISTORY:

A search of Pinellas County Public Records revealed one
transaction involving the subject property within the last five
years.

Decade Companies Income Properties, Ltd. purchased the subject
property in December of 1993 for $12,000,000 .  The Warrantee
Deed is recorded in Pinellas County Official Record Book 8495,
Page 1097.  The sale was reportedly caused by threat of
foreclosure and the price is not considered to reflect current
market value of the subject.  To our knowledge the subject
property is not currently on the market for sale.


HIDDEN CONDITIONS:

The appraiser assumes that there are no hidden or unapparent
conditions of the property, subsoil or structures which would
render it more or less valuable than otherwise apparently
comparable property.  The appraiser assumes no responsibility for
such conditions or for engineering which might be required to
discover such conditions.

<PAGE>
                     TAMPA BAY AREA ANALYSIS



TAMPA BAY AREA:

The Tampa Bay Area is located on the west coast of Florida,
midway up the Florida peninsula.  The Tampa Bay Comprehensive
Planning District 8 is geographically defined as Hillsborough,
Manatee, Pasco and Pinellas Counties, which contain a total of
2,818 square miles.  The primary concentration of development has
taken place around Tampa Bay and along the Gulf coast.  The major
cities in the area are Tampa in Hillsborough County, and St.
Petersburg and Clearwater in Pinellas County.

The region is blessed with a moderate climate with an average
minimum temperature of 48 degrees in January and an average
maximum temperature of 89 degrees in July.  The average annual
rainfall is 56 inches, the majority of which falls in the summer
months.


POPULATION:

The current population of the region is estimated at 2,311,198
(1995).  The region has experienced a dramatic increase in
population since 1970, with a total increase of 44.9% between
1970 and 1980.  Population growth has slowed somewhat since 1980,
with an increase of 26.8% between 1980 and 1990, or approximately
46,000 new residents annually.  Total growth in 1990-1995,
however, was only 132,647, or 26,529 annually.


<TABLE>
                      POPULATION STATISTICS
<CAPTION>
                                             Annual    % Change  
                 1980       1990      1995    80-90      90-95     20000*
<S>            <C>       <C>       <C>         <C>        <C>    <C>
Hillsborough     646,960   834,054   892,299   2.6%       1.4%     962,229

Manatee          148,445   211,707   232,700   3.6%       1.9%     257,404

Pasco            193,661   281,131   306,401   3.8%       1.7%     340,101

Pinellas         728,531   851,659   879,798   1.6%       0.7%     919,497

District 8     1,717,576 2,178,551 2,311,198   2.4%       1.2%   2,479,231


*  Population projections, University of Florida.


Population growth during the 1970's was 3.8% on an annual basis. 
In the period 1980-1990, growth in the area dropped to 2.4%
annually, in part due to the overall slowing of migration to the
sunbelt.  With the slowdown in the economy, growth since 1990 has
been only 1.2% per year for the district.  Growth is due
primarily to net immigration rather than natural growth. 
Pinellas County has recorded the lowest percentage growth due to
the dwindling supply of available land.

Hillsborough County is the most populous county in the area and
contains the largest city, Tampa.  The second most populous
county in the area is Pinellas, which is geographically the
second smallest county in Florida.  This makes Pinellas County
the most densely populated county in Florida with over 3,122
residents per square mile.  Pasco County exhibited the most
dramatic growth since 1980 due to its emergence as a retirement
area, and increases in employment opportunities, however, as with
other counties, Pasco County growth has slowed considerably.

The average age of the population for the region is 39 years, as
compared to 36 years for the State of Florida.  The average age
for the counties are 43 years for Manatee, 33 years for
Hillsborough, 48 years for Pasco, and 42 years for Pinellas.  The
more mature populations in Manatee, Pasco and Pinellas Counties
are primarily due to their history as retirement areas.  Recent
years have shown a slight drop in average age due to the increase
in office and manufacturing employment opportunities.  This is
particularly true of Pinellas County, where the retirement
population is being replaced by younger, working age, families.

There were 961,202 households in the District in 1994, which
represents an average household size of 2.40.  The average
household size has decreased from 2.70 in 1970, in keeping with
national trends.  Based on historical growth patterns, this would
equate to 19,450 new household formations annually.  However, the
slower growth in 1990-1995 equates to only 11,033 new household
formations annually.  This is reflected in the significant drop
in new housing starts in recent years.  Housing starts have shown
a slight rebound in all counties in the years 1993, 1994 and
1995, due in part to lower interest rates.

Population growth is expected to rebound somewhat as the general
economy improves, however, it is unlikely to reach the level of
growth experienced in the 1970's and 1980's.


ECONOMIC BASE:

Historically the economy has been tourist and retirement oriented
in the coastal counties and manufacturing and commercially
oriented in Hillsborough County.  While this is still true today,
Pinellas County has begun to attract a larger share of new
businesses, particularly in the high tech industries.  Tampa,
however, remains the major economic hub of the area.

Major factors affecting the economic growth in the area, apart
from the retirement and tourist industries, are Tampa's deep
water port, Tampa International Airport and the major highway
arteries servicing the area.  Tampa is a major break point
between railroads, air, highway and water transport.  The Port of
Tampa handled 52.0 million short tons in 1990, with an additional
5.3 million short tons handled by Port Manatee.  Ease of access
through Tampa International Airport and the interstate highway
system has made the area increasingly more attractive for
corporate and regional headquarters facilities, as well as high
tech industry. This has spurred additional growth in the service
and construction industries.  The completion of I-75 through the
region opened new growth opportunities in Pasco, Hillsborough and
Manatee Counties, however, due to the general slowdown in the
economy, this growth has not yet materialized.

Taxable retail sales in the Tampa Bay Area increased from $19,521
million in 1990 to $23,502 million in 1994.  Retail sales levels
are generally in line with the State of Florida, however they are
above national levels.  The high level of retail sales is in
large part due to the tourist and part time resident trade.  This
same influence is evident in the area employment statistics.

Total personal income has increased dramatically over the period
from 1985 to 1995.  In 1985 the total personal income for the
area was $27,463 million.  By 1995 this had increased to $51,327
million, an increase of 86.9%, or 6.45% annually.  Per capita
income increased at a slightly slower rate than Florida as a
whole to a current level of $22,208, slightly below the Florida
per capita income of $22,534.


                   PER CAPITA PERSONAL INCOME

                                             % Change  Annual %
               1990      1994      1995       94-95     90-95  

Hillsborough   $17,264   $20,743   $21,155     2.0%      4.1%

Manatee        $18,525   $22,968   $22,636    -1.4%      4.1%

Pasco          $14,424   $16,573   $17,146     3.5%      3.5%

Pinellas       $21,881   $24,146   $24,725     2.4%      2.5%

District 8     $18,825   $21,721   $22,208     2.2%      3.4%

Florida        $18,683   $21,890   $22,534     2.9%      3.8%



Employment in the region reflects a broad based economy, although
it is skewed somewhat to the retail trade and service industries.
Agriculture and mining were instrumental in the early growth of
the area but have declined substantially in recent years. 
Historically the unemployment rate, at 5.3% in 1995, has stayed
below the national and state averages.


                LABOR FORCE AND EMPLOYMENT (1995)

                 Labor                                 Unempl.
                 Force     Employed     Unemployed     Rate   

Hillsborough     503,225   475,286        27,969        5.6%

Manatee          109,176   104,711         4,465        4.1%

Pasco            118,654   110,789         7,865        6.6%

Pinellas         441,700   419,406        22,283        5.0%

District 8     1,172,755 1,110,203        62,582        5.3%


The current labor force for the District is 1,172,755 or 50.7% of
the population.  In 1982 the labor force was 717,916 or 41.8% of
the population.  Not only has there been a substantial increase
in labor force, there has also been a dramatic increase in the
percent of population employed.


                 EMPLOYMENT DISTRIBUTION (1993)

                                             Percent   Percent
Industry             Total    Percent        Florida     US  

Agriculture          20,910    2.20%         2.80%      2.70%

Mining                  125    0.00%         0.10%      1.20%

Construction         42,682    4.60%         5.20%      4.50%

Manufacturing        95,427   10.30%         8.70%     20.00%

Transport, Communic. 50,127    5.40%         5.90%      5.60%

Wholesale Trade      51,372    5.50%         5.30%      5.80%

Retail Trade        188,913   20.30%         20.90%    16.40%


The comparison of the District distribution with the national
distribution of employment illustrates the importance of the
construction, retail sales and service sector in the local
economy and in Florida.  This is due, in large part, to the
tourist and retirement influence in the area.  Employment growth
had kept pace with population growth, thus providing adequate job
opportunities.

Due to the favorable economic environment, the quality of life in
the area and the strong economic base, the Tampa Bay area should
continue to grow as a major economic center.  The area has been
successful and should continue to be successful in attracting new
businesses.


SOCIAL SERVICES:

All normal governmental services are adequately provided
throughout the region.  Electrical power is provided by Florida
Power Corporation in Pasco and Pinellas Counties, Florida Power
and Light in Manatee County and by Tampa Electric Company, in
Hillsborough County at rates comparable with other areas of
Florida.  Water, sewer, sanitation, police and fire protection
are provided by the various county and municipal governments. 
Local tax rates are generally in line with other areas of the
state.

Due to past growth, particularly in Hillsborough, Pasco, and
Pinellas, certain services have been sorely taxed.  Limited water
restrictions have been implemented throughout the area during dry
periods.  The interior road systems are inadequate in certain
high growth areas.  This problem has become more critical with
the implementation of the Florida Growth Management Act, which
requires infrastructure improvements to be made concurrent with
growth. While these factors do not appear to have had a major
impact on growth thus far, they are likely to become a major
factor in future growth, particularly if growth returns to past
levels.

The area has long been noted as a retirement and vacation spot
with its gulf beaches and attractions such as Busch Gardens,
Disney World and Weeki Wachee Springs. Over the years, the area
has also developed a number of other cultural and leisure
activities including an NFL football team, an NHL hockey team,
the Ruth Eckerd Hall in Clearwater, a number of smaller theaters
and the Performing Arts Center in Tampa.  A 200,000 square foot
convention center has been constructed in downtown Tampa, along
with a new hockey arena.  A sports stadium has been constructed
in downtown St. Petersburg, which has been awarded a new major
league baseball franchise.

Shopping is abundant and easily accessible to all areas.  A
number of major area malls are scattered throughout the area. 
These new cultural and leisure amenities have given the Tampa Bay
area a much more cosmopolitan atmosphere, thus making the area
much more attractive to both part time visitors and permanent
residents.

Educational opportunities are adequately provided in the area. 
Each county has a public school system providing education from
kindergarten through the twelfth grade, as well as private
schools. Higher education is provided by a number of
institutions, both public and private, including St. Petersburg
Junior College, University of South Florida, University of Tampa,
Hillsborough Community College, Eckerd College and Stetson
University.

Health services are provided by 51 hospitals, with a total of
11,273 beds.  There are approximately 5,184 licensed physicians
serving the area.  There is also a large number of nursing homes
and care facilities serving the elderly population.


CONCURRENCY:

Concurrency laws were enacted in 1990, statewide.  Concurrency is
part of the 1985 Florida Growth Management Act which states in
part that all infrastructures, which are, or will be affected by
any proposed development, must be in place, prior to, or
concurrent with development.

In most municipalities, there are seven areas that affect
concurrency.

     1.   Solid Waste         5.   Transportation
     2.   Drainage            6.   Parks and Recreation
     3.   Water               7.   Mass Transportation
     4.   Sewer

The major items of concurrency which normally affect most
projects are sewers and roads.  Sewers and roadway capacities are
also generally the most expensive to build.

Concurrency laws may require the developer to pave, widen, and/or
construct existing or additional roads to carry the burden of the
additional traffic generated by a proposed development.  The
developer may also have to participate in the cost of
construction to increase the sewer capacity or may have to donate
land to be used for parks and recreation.

As a result of rapid development, a major concern in the area
lies with the inability of the existing roads to keep up with
vehicular traffic demands.  Streets are rated "A" through "F". 
Streets in the county with severe traffic problems are labeled
"F". Development on streets that are rated, or are approaching,
an "F" rating could be significantly curtailed.  All counties
have major road construction programs underway to alleviate these
problems, however, they are likely to persist, at least in the
short run.


HOUSING MARKET:

The Housing Market remains stable in the Tampa Bay area, although
sales of new homes have slowed from the high levels experienced
during the high growth period of the 1970's.  The most active
housing markets in both single family and multi-family
developments are northwest Hillsborough County, north Pinellas
County, and south Pasco County.

New housing starts over the period 1987-1992 experienced a steady
decline due to slower population growth and over building. 
Housing starts in all counties stabilized in 1992, with an
increase in construction activity in 1993 and 1994.  Preliminary
estimates for 1995 indicate a slight decrease in residential
construction activity, however, preliminary estimates have
historically been below actual figures.  The extent of future
improvement in housing production is dependent on the improvement
of infrastructure, as mandated by the 1985 Growth Management Act,
new job creation and population increases.  However, it is
unlikely that housing starts will return to the levels
experienced in the 1970's and early 1980's.

The following chart shows the housing starts through 1995 for all
counties in the metropolitan area.



</TABLE>
<TABLE>
                         HOUSING STARTS

<CAPTION>
County                1989   1990     1991     1992    1993   1994   1995*
<S>                 <C>     <C>      <C>     <C>     <C>     <C>    <C>
Hillsborough    SF   4,100   2,454    3,167   4,237   4,484   5,208  6,809
                MF   2,162   2,837    1,243     506     695   2,340

Manatee         SF   1,254   1,185    1,012   1,304   1,551   1,917  2,401
                MF   1,273   1,118      801     381     239     272

Pasco           SF   2,080   1,460    1,484   1,661   2,098   2,177  2,054
                MF     326      81      127     174     123     239

Pinellas        SF   2,423   1,960    1,961   2,602   2,398   2,426  3,326
                MF   1,737   1,935    1,855     591   1,241   1,101

Total (by type) SF   9,857   7,059    7,624   9,804  10,531   1,728
                MF   5,498   5,971    4,026   1,652   2,298   3,952

Total               15,355  13,030   11,650  11,456  12,829  15,680 14,590
Percent Change     -20.26% -15.14%  -10.59%  -1.67%  11.98%  22.22% -6.95%
<FN>
*  Preliminary est., breakdown between Single and Multi Family not
available.
</FN>
</TABLE>

Inventories of new single-family homes are at reasonable levels
in all four counties.  All counties are beginning to experience a
shortage of developed lots due to the recent increase in building
activity.  This is particularly true of Pinellas County due to
the lack of developable land.  This has caused an increase in
demand in southern Pasco County.  New single family detached
construction is over a broad range of prices, generally from
$75,000 to $300,000. The most active condominium market is in the
$60,000 to $90,000 price range.

The multi-family market has experienced an increase in new
construction over the last 24 months, particularly in
Hillsborough and Pinellas County, however, exact numbers are not
available for 1995.  Vacancy rates have stabilized in both
Pinellas and Hillsborough County at approximately 5% to 8%. 
Rents have increased by approximately 3% to 5% per year. 
Absorption rates in most well designed and well located new
projects are reported to be good.

An emerging trend is the renovation or replacement of older
residences in existing neighborhoods.  This trend is particularly
noticeable in Pinellas County and south Tampa where available
land is in short supply.

The overall housing market remains stable, although there is
continuing softness in certain submarkets.  The historic ability
of the Tampa Bay area to absorb new housing units should continue
to support new construction in the area.  Current population
growth would indicate 11,033 new household formations per year,
which is reflected in production of new housing units.  Steady
increases in rental rates and continued strong apartment
absorption rates would appear to indicate future improvement.


SUMMARY:

In summary, the Tampa Bay area currently provides all of the
normal services required by a major metropolitan area.  Although
the tremendous growth over the last decade has strained some of
the governmental services, there should be no detrimental effects
on overall growth, at least in the short run.  However, if
infrastructure development is not provided, as required by the
concurrency provisions of the Florida Growth Management Act, long
term growth could be slowed.

Sources:  Florida Statistical Abstract
          Florida Trend Economic Yearbook
          The Maddux Report

A more detailed analysis of the specific market in which the
subject is located may be found in the following Neighborhood
Analysis.  While our analysis will consider the market as a
whole, particular attention will be paid to the specific market
of the subject.

<PAGE>
                         TAMPA BAY AREA
                        REGIONAL LOCATION

<PAGE>
                    NEIGHBORHOOD DESCRIPTION

The subject site is located on the south side of Gandy Boulevard,
east of 4th Street North in the city of St. Petersburg.  The
boundaries of the neighborhood can be generally described as
Interstate 275 to the north and west, 62nd Avenue North to the
south, and Tampa Bay, a large body of water, to the east.  The
neighborhood boundaries encompass a large residential area which
is primarily within the city limits of St. Petersburg.

The improvements in the subject neighborhood contain a mixture of
commercial and residential uses.  The main traffic arteries are
typically lined with commercial improvements, including offices,
service stations, convenience stores, restaurants, service shops,
auto sales/repair facilities, banks, and other commercial uses. 
The northwest portion of the neighborhood is developed with
office, manufacturing and industrial type properties and the
balance of the surrounding areas are primarily developed with
residential properties.

As with most older cities, St. Petersburg was developed using a
grid system.  As is typical with these older cities, the business
district usually has a central location and the supporting
residential development is at the surrounding areas.  The central
business district for the city of St. Petersburg is concentrated
in the area were Central Avenue and Tampa Bay come together. 
Over the years commercial development has slowly expanded into
the residential areas.  In St. Petersburg all Avenue's travel in
an east-west direction and all Street's travel in a north-south
direction.  The subject neighborhood is located approximately
four miles northwest of the central business district.

The major north-south arteries in the neighborhood are Interstate
275, 4th Street North, and 9th Street North.  The major east-west
arteries in the neighborhood are Roosevelt Boulevard, Gandy
Boulevard and 62nd Avenue North.  The roads are continuously
maintained and provide reasonably good traffic flow to and
through the neighborhood.  The Howard Franklin Bridge (Interstate
275) and the Gandy Bridge (Gandy Boulevard) are two of four major
roadways linking Pinellas and Hillsborough counties.

Employment opportunities for the subject neighborhood are good.
Industrial and manufacturing employment opportunities are located
to the northwest of the subject neighborhood in the Gateway area
and corporate employment opportunities are located to the south
in the St. Petersburg central business district.  Metropolitan
downtown Tampa, is located within a 20 minute driving distance to
the northeast, across Tampa Bay.  Both the Gandy Bridge and the
Howard Franklin Bridge provide direct access from the subject
neighborhood the downtown Tampa.  The St. Petersburg Clearwater
International Airport is located about 2 miles northwest of the
neighborhood and Tampa International is located within a fifteen
minute driving distance to the northeast.

A number of public parks, schools, and shopping centers are
located conveniently throughout the neighborhood.  Elementary
schools servicing the area include Lynch, North Shore, Rio Vista,
and Shore Acres.  Middle schools include Meadowlawn and Riviera. 
The high school servicing the neighborhood is Northeast, which is
located just south of the subject neighborhood at the northwest
corner of 54th Avenue North and 16th Street North.  Parks and
recreational activities servicing the area include the Mangrove
Bay Municipal Golf Course, Sawgrass Lake Park, and the Willis S.
John Fossil Center.  Derby Lane, a seasonal greyhound racing
track, is located on Gandy Boulevard, east of 4th Street North. 
The Pinellas County Gulf beaches are located within a 20 to 30
minute driving distance to the west or southwest.  Neighborhood
shopping centers servicing the neighborhood include Gateway
Crossing, anchored by Publix and Walgreens, Paragon Crossing,
anchored by Winn Dixie, and Rutland Plaza, anchored by Winn Dixie
and Eckerd's.  Gateway Mall, a regional center, is located at the
northeast corner of 9th Street North and 77th Avenue North and is
anchored by J Byrons, Publix, and Scotty's.

Single family dwellings account for about 40% of the residential
development.  The remaining residential development consists of
multiple family dwellings, townhouses, condominium units, and
mobile homes.  The area is approximately 90% developed and
improved properties are generally adequately maintained.  Demand
for residential properties in the subject neighborhood is in line
with the current supply.  Land for new residential development in
the area is available but limited.

The permanent population of the neighborhood is estimated at
18,274 as of 1990 and is up from 14,441 in 1980.  The increase of
26.5% indicates an average annual compounded increase of about
2.4% over the 10 year period.  The population growth in the area
has continued to increase at a decreasing rate.  The growth rate
for the neighborhood will be slower due to the relatively large
stable population base and the limited amount of vacant land
available new residential development.

The average age of the population in the neighborhood is around
30 to 40 years and the average household has income around
$30,000 to $40,000.  The population age and income levels are
attributed to the good accessibility to employment and the young
professional work-force which is attracted to the neighborhood.

With the exception of the residential development east of 4th
Street North with frontage on Tampa Bay or the canals or small
bodies of water leading to Tampa Bay, the single family
subdivisions in the neighborhood cater to the lower to moderate
income levels.  The single family subdivision are predominately
located south of Gandy Boulevard and were constructed from the
early 1960's to the early 1980's.  The non-waterfront
subdivisions have home prices from $30,000 to $120,000 and the
waterfront subdivisions have home prices from $80,000 to
$450,000.

Most of the condominium development in the neighborhood took
place in the middle 1970's.  These developments were built as an
alternative to traditional detached single family housing.  Unit
sale prices range from $30,000 to $50,000.   These complexes
generally feature one or two story garden style buildings and are
well maintained in average condition for the area.  Many of the
condominium complexes feature covered parking, a swimming pool,
and washer and dryer connections in the units.

The rental housing units in the area range dramatically in size
and age.  The newer apartment complexes are generally located
along Gandy Boulevard, 4th Street North or the east side of 9th
Street North.  These apartment properties are generally average
to good quality, are from 200 to 600 units in size, and offer a
good amenity package.  The older vintage apartment complexes in
the neighborhood are generally located south of Gandy Boulevard. 
These complexes are generally average quality, are usually
smaller in size, and have locations on 4th Street North or are
mixed with the residential development.  A market investigation
was conducted in the subject neighborhood and it indicated that
there is good rental demand for apartment complexes.  According
to local apartment managers in the area, typical vacancy rates
range from 0% to l0%. Monthly rents for one bedroom apartments
are from $400 to $775 a unit, monthly rents for two bedroom
apartments are from $500 to $950 a unit, and monthly rents for
three bedroom apartments are from $600 to $1,100 a unit. 
Exclusive of reserves, expenses for the newer complexes range
from 35% to 50% of effective gross income and the expenses for
the older complexes range from 40% to 55%. Newer apartment
complexes are developed at 200 units or greater in order to be
financially feasible.

Mobile home parks account for most of the remaining residential
development in the neighborhood.  Most of these mobile home parks
are relatively small and offer minimal recreational facilities.

Small retail and professional office properties in the
neighborhood are concentrated on 4th Street North, south of Gandy
Boulevard. Larger multiple tenant office buildings, manufacturing
facilities, and industrial development is generally concentrated
in the northwest portion of the neighborhood, which is a part of
the Gateway area.  The Koger Executive Center, another large
concentration of large office buildings is located south of Gandy
Boulevard, between 4th Street North and 9th Street North.  The
supply of retail and office properties on the market for sale or
for lease is in excess of demand.  Predominate net rental rates
are between $6.00 and $12.00 a square foot and occupancy levels
are generally from 80% to 95%.  Most office and retail buildings
in the area sell between $40.00 and $90.00 a square foot.

Water, sewer and refuse service, as well as, police and fire
protection are provided by the City of St. Petersburg.  Florida
Power Corporation provides electrical service to the area and
General Telephone Company provides telephone service.

In summary, the neighborhood is located in east-central Pinellas
County, and encompasses a small portion of the city of St.
Petersburg.  The neighborhood has a large residential population
base and is well supported by local commercial facilities and
general employment centers.  The area is well served by local
utilities and governmental services.  Recreational and social
amenities, including schools and parks, are also abundant in the
area.  Vacant land is limited and existing properties are
generally maintained in adequate condition.  Real property values
in the neighborhood have been relatively stable and should remain
relatively stable in the future.

<PAGE>
                        NEIGHBORHOOD MAP

<PAGE>
                        SITE DESCRIPTION


Location:

The subject site is located on the south side of Gandy Boulevard
about 1,000 feet east of the intersection with 4th Street in the
city of St. Petersburg.  The physical mailing address of the
property is 10200 Gandy Boulevard, St. Petersburg, Florida 33702.


Size and Shape:

The subject site is an irregular shaped interior parcel with
about 1,327 feet of road frontage on Gandy Boulevard.  The depth
ranges from about 790 feet to about 1,300 feet.  The gross area
of the site is 1,375,991 square feet or 31.59 acres.


Topography and Drainage:

The subject site is improved with a 379-unit apartment complex
known as Pelican Sound apartments.  As a result of development
the terrain of the site is gently rolling.  The parcel has a
master drainage system with water retention ponds located at the
central and western portions.  Drainage for the site appears to
be adequate. Southern, western, and eastern portions of the site
appear to be wetland areas and are described on the site plan
provided as mitigation areas.  From the site plan we have
estimated that about 25% of the site is wetland area.  Based on
the improvements to the site, the wetland area was allowed to be
used in determining density.


Easements, Encroachments, and Other Conditions:

Based on the site plan provided and a physical inspection of the
property, there were no adverse easements, encroachments or
conditions observed.  A 30 foot public underground utility
easement runs in a north-south direction along the eastern
portion of the site.


Flood Information:

The subject property is located in flood zone A9.  Flood zone
information was determined by F.I.R.M. community panel number
125139 0207C, dated June 1, 1983.  An A9 zone is defined as areas
of 100-year flood; base flood elevations and flood hazard factors
determined.  Insurance is required for improved structures within
an A9 zone.


Soil and Subsoil:

No soil analysis was made available, however given the existing
improvements to the site and surrounding properties, soil
conditions would appear adequate for development.  At the time of
inspection, there were no unusual conditions observed on the site
that would suggest the presence of soil contamination.  An
environmental analysis for the subject property is recommended in
the event that one has not already been performed.


Utilities and Services:

Water:         City of St. Petersburg
Sewer:         City of St. Petersburg
Electricity:   Florida Power Corporation
Telephone:     General Telephone Company
Police:        City of St. Petersburg
Fire:          City of St. Petersburg

The cost of utilities and services are similar to competing areas
within the Tampa Bay area.


Street Improvements:

Gandy Boulevard, in front of the subject site, a dividend road
with masonry sidewalks and no curbs.  Telephone and electric
service in the area is pole mounted.  Traffic counts taken in the
location of the subject for 1995 estimate travel on Gandy
Boulevard at 100,134 cars daily.  Travel is by both local and
transient traffic.  The visibility of the site is good.


Ingress/Egress:

Access to the site is provided only by Gandy Boulevard, to the
north.  Access to Gandy Boulevard is available from 4th Street to
the west.  Ingress and egress for the site is adequate and is
easily made from all traffic directions.  Ingress and egress for
the site appears to be adequate during peak traffic hours.


Relationship to Surrounding Properties and Uses:

The subject property is bordered to the west with Derby Lanes, a
seasonal greyhound racing track.  To the south the subject is
bordered with waterfront single family homes.  To the north and
east the subject is bordered with mobile home parks, apartment
complexes and general office, retail, and industrial development.
The existing use of the subject site as improved with an
apartment complex provides a good transition from commercial to
residential development.


Zoning:

The subject site is zoned RO-P (Residential Office Parkway) under
the jurisdiction of the City of St. Petersburg.  Under the
comprehensive land use plan, the subject has a land use of RO
(Residential/Office General).  The zoning classification and land
use for the subject are compatible.

The RO-P zoning district is intended to permit either residential
or office, or a compatible mixture of these uses, at medium
intensity or density of 12 units per acre for multiple use but
with density up to 15 units per acre obtainable through
utilization of Transfer of Development Rights.

Several of the permitted principal uses and structures include
multiple family development, special residential development,
boarding and rooming houses, community residential homes,
offices, churches, public parks, financial institutions, parking
lots, motels and hotels, academic schools, and bed and breakfast
homes.


Concurrency:

Concurrency laws in the state of Florida became active on
January 1, 1990.  Concurrency is part of the 1985 growth
management act which states in part that all infra-structures,
which are, or will be affected by the development of a property,
will be in place, prior to, or concurrent with development.

In most municipalities, there are seven areas that are affected
concurrency.

     1.   Solid Waste    5.   Transportation
     2.   Drainage       6.   Parks and Recreation
     3.   Water          7.   Mass Transportation
     4.   Sewer

The major items of concurrency which normally affect most
projects are sewers and/or roads.  Sewers and roadway capacities
are also generally the most expensive to build.

Concurrency laws may require the developer to pave, widen, and/or
construct existing or additional roads to carry the burden of the
additional traffic, (vehicular trips) that the subject project
will create.  The developer may also have to participate in the
cost of construction to increase the sewer capacity or may have
to donate land to be used for parks and recreation.

Based on conversations with the City of St. Petersburg,
concurrency would appear to have no adverse influence on the
subject property.


Summary:

In summary, the subject site is located on a primary thoroughfare
in the city of St. Petersburg.  The site is an irregular shaped
interior parcel which is 31.59 acres in size.  All necessary
utilities are available to the site and the topography is gently
rolling and drainage appears to be adequate.  The site has about
1,327 feet of road frontage, good ingress and egress to major
traffic arteries and good traffic visibility.  The subject is
bordered with a combination of residential development and
general commercial and industrial development.  The location of
the subject site appears well suited for multiple family
residential development.

<PAGE>
                             TAX MAP

<PAGE>
                            SITE PLAN

<PAGE>
                     IMPROVEMENT DESCRIPTION

The subject is improved with twelve two-story or three-story
garden style walk-up apartment buildings containing 379 units. 
Amenities include a clubhouse with leasing office and fitness
facility, a swimming pool and spa, and tennis courts.  The
apartment buildings were constructed in 1988.

The buildings are irregular in shape and uniformly arranged on
the site with attention given to the small ponds or lakes.  The
clubhouse and pool are located in the northwestern portion of the
complex and the tennis courts and maintenance buildings are
located in the south-central portion of the complex.  The
construction quality of the apartment complex is average to good
cost.  The exterior walls are wood frame with masonite and brick
siding.  The roof designs are gable, constructed of a wood truss
system with a waferboard deck and a composition shingle cover. 
Aluminum gutters and downspouts are provided.  The foundation of
the buildings are a reinforced concrete slab.  Windows are
aluminum single hung. Exterior doors are metal, wood with glass
inserts, and sliding. Interior doors are hollow core.  Covered
entries are located at the front of each of the units.

The total rentable area of the buildings is 260,867 square feet.
For the purpose of this report, the rentable area includes
exterior and common walls.  The square foot sizes are based on
the physical measurements taken at the time of inspection.  The
clubhouse is 2,063 square feet in size and the two maintenance
structures are respectively 482 square feet and 148 square feet
in size.

Landscaping is mature and consists of full sod, small to large
trees, and attractive shrubbery.  The landscaped areas are well
maintained and irrigated by a full sprinkler system which draws
from City water.

Parking, as well as, ingress and egress are concrete paved and
maintained in adequate condition.  There are 569 open parking
spaces provided and all are located relatively close to the
units. The apartment complex has 1.50 parking spaces for each
unit, which is considered adequate.  Two additional open parking
areas are provided for overflow parking.

The individual units in the complex are made up of four different
type floor plans, two one-bedroom units, one-bedroom with a den
unit, and a two-bedroom unit.  The smallest of the floor plans is
the one-bedroom one-bath Bay model.  These units are 513 square
feet in size and there are 128 located within the complex.  The
largest one-bedroom one-bath unit is the Cove model.  The complex
has 156 of these 713 square foot units.  The next larger floor
plan is a one-bedroom one-bath model with a den known as the
Harbor. These units are 841 square feet in size and there are 27
located within the complex.  The largest of the floor plans is
the two bedroom two-bath Port Model.  The complex has 68 of these
901 square foot units.  All of the floor plans provide living
rooms with dining areas, exterior storage closets and porches or
balconies.  All of rooms in each of the floor plans are adequate
in size and appear to provide adequate functional utility.  Units
include a good amount of closet space.


     MODEL          UNITS              TYPE          SIZE

     Bay            128        3Rm/1Br/1Bth           513
     Cove           156        3Rm/1Br/1Bth           713
     Harbor          27        4Rm/1Br/1Bth           841
     Port            68        4Rm/2Br/2Bth           901
                    ---        ------------       -------
      Total         379        1,232 Rooms        260,867

          Weighted Average Unit Size = 688 Square Feet

Unit interiors are of average quality construction.  The floors
are covered with average quality ceramic tile, carpet and vinyl. 
The ceramic tile areas are located at the foyers and the vinyl
areas are located at the kitchens and baths.  All of the units
have water heaters, 125 amp electrical panels and central air
systems. Standard equipment includes a refrigerator, a range/oven
with a hood fan, a dishwasher, a disposal, washer and dryer, and
monitored security system.  Units are individually metered for
electrical service and have telephone and cable television hook-
ups.

On August 28, 1996, the date of inspection, the apartment complex
had about 11 vacant units, but typically maintains a vacancy rate
of roughly 6%.  All of the vacant units were reported to be in
rentable condition.  The current asking rent is $490 to $505 a
month for the Bay units, $565 to $590 a month for the cove units,
$640 to $665 a month for the Harbor units, and $710 to $735 a
month for the Port units.  Rent premiums are charged view
amenities. Tenants are responsible for payment of electric,
telephone and cable television service.  As is typical, the
services included in the rental rates are water, sewage, and
trash removal.

As is common with apartment complexes the size of the subject,
the subject is professionally managed.  Employees consist of a
property manager, an assistant manager, leasing agents, a
maintenance supervisor, maintenance assistants, a grounds keeper,
and a housekeeper.  The subject complex has three nonrevenue
producing units which are used as models.  The property manager
receives compensation in lieu of the use of a two-bedroom unit
free of charge.  Four carpenters are currently employed by the
complex on a temporary basis to replace the untreated wood around
all of the balconies with new pressure treated wood.  It was
reported that $100,000 was budgeted in 1996 to replace the wood
around the balconies and is about half way completed.

The subject property is well maintained in average condition with
no signs of items which are in need of immediate repair.  As is
typical with large wood frame apartment complexes, some minor
signs of exterior wood rot were observed at the time of
inspection.  Roofs and exterior paint appear to be in good
condition.  The unit interiors and appliances are generally
maintained on a continual basis.

The subject is an average to good cost quality apartment complex
that was constructed in 1988.  In comparison to competing rental
properties, the condition of the subject property is slightly
above average.  The Marshall Valuation Service, a national cost
estimate company, indicates properties such as the subject have
total lives of approximately 50 years.  Based on an observation
of other structures in the neighborhood, a physical life of 50
years would appear reasonable.  In further observation of other
structures in the neighborhood, the effective age of the subject
has been estimated to be equal with actual at 8 years with a
remaining life estimated at 42 years.

Due to the age of the improvements, the presence of hazardous
materials used in the construction, such as asbestos, is less
likely.  No environmental audit has been made available.

In summary, the Pelican Sound apartments is an average to good
cost quality apartment complex.  In comparison to competing
rental properties, the subject is in slightly above average
condition.  The unit mix, apartment sizes, and layout are well
suited to the rental market.  The complex is architecturally
attractive and offers an average amenity package.

<PAGE>
                     CLUBHOUSE/POOL FACILITY

<PAGE>
                        UNIT FLOOR PLANS

<PAGE>
                      HIGHEST AND BEST USE

Highest and best use is defined as:

"The reasonably probable and legal use of vacant land or an
improved property, which is physically possible, appropriately
supported, financially feasible, and that results in the highest
value."

In appraisal practice, the concept of highest and best use is the
premise upon which value is based.  The highest and best use
analysis studies the economic market forces and identifies the
most profitable and competitive use to which a property can be
put.

The highest and best use analysis first considers the site as
though vacant.  If the site is improved, the highest and best use
analysis also considers the property as improved.  The highest
and best use of the land as if vacant may not be the same as the
highest and best use of the property as improved.  The use of the
property as improved will continue as the highest and best use,
as long as the value of the improved property exceeds the value
of the vacant site.

"Highest and best use of land or a site as though vacant assumes
that the parcel of land is vacant or can be made vacant by
demolishing any improvements."  The highest and best use as
though vacant will determine a use for the site, the type of
improvements, and when improvements should be made.  The highest
and best use of the site as vacant is useful for identifying
comparable land sales, as well as estimating a separate land
value, which is fundamental for the cost approach.

"Highest and best use of a property as improved pertains to the
use that should be made of an improved property in light of its
improvements."  The highest and best use of a property as
improved will determine whether the improvements should be
maintained, adapted, or raised.  The purpose of the highest and
best use of the property as improved is to determine the use
expected to produce the greatest value and assist in the
selection of improved comparable sales.

There are four criteria used in analyzing the highest and best
use of both the land as though vacant and the property as
improved.  The highest and best use must be:

               1.   Physically Possible;

               2.   Legally Permissible;

               3.   Financially Feasible;

               4.   Maximally Productive.


Highest and Best Use as Though Vacant


Physically Possible

Physically possible uses are those uses that can be physically
put on the subject site.  These uses change with the size, shape,
soil, and terrain of the property.  This test also considers
whether public utilities are available to the site.

The subject site is located on the south side of Gandy Boulevard
about 1,000 feet east of the intersection with 4th Street in the
city of St. Petersburg.  The site is an irregular shaped interior
parcel with about 1,327 feet of road frontage on Gandy Boulevard.
The depth ranges from about 790 feet to about 1,300 feet.  The
gross area of the site is 1,375,991 square feet or 31.59 acres.
Drainage for the site appears to be adequate.  Southern, western,
and eastern portions of the site appear to be wetland areas and
are described on the site plan provided as mitigation areas. 
From the site plan we have estimated that about 25% of the site
is wetland area.  Based on the improvements to the site, the
wetland area was allowed to be used in determining density.

Based on the site plan provided and a physical inspection of the
property, there were no adverse easements, encroachments or
conditions observed.  A 30 foot public underground utility
easement runs in a north-south direction along the eastern
portion of the site.

The subject property is located in flood zone A9.  Flood zone
information was determined by F.I.R.M. community panel number
125139 0207C, dated June 1, 1983.  An A9 zone is defined as areas
of 100-year flood; base flood elevations and flood hazard factors
determined.  Insurance is required for improved structures within
an A9 zone.

No soil analysis was made available, however given the existing
improvements to the site and surrounding properties, soil
conditions would appear adequate for development.  At the time of
inspection, there were no unusual conditions observed on the site
that would suggest the presence of soil contamination.  An
environmental analysis for the subject property is recommended in
the event that one has not already been performed.

The subject site is serviced by all typical urban utilities.
Electrical service is provided by the Florida Power Corporation,
public water and sewer service is provided by the City of St.
Petersburg, and telephone service is provided by General
Telephone Company.  Police and fire protection are provided by
the City of St. Petersburg.  Electrical service, street lights
and telephone service in the area are pole mounted.  All services
provided to the subject site are underground.

Considering the size, shape, and topography of the site and the
availability of utilities, many uses could be physically built on
the site.


Legally Permissible

Legally permissible uses are those uses which are legally allowed
on the subject site.  These uses vary with the type of zoning,
building codes, deed restrictions, and environmental restrictions
imposed on the subject site.

The subject site is zoned RO-P (Residential Office Parkway) under
the jurisdiction of the City of St. Petersburg.  Under the
comprehensive land use plan, the subject has a land use of RO
(Residential/Office General).  The zoning classification and land
use for the subject are compatible.

The RO-P zoning district is intended to permit either residential
or office, or a compatible mixture of these uses, at-medium
intensity or density of 12 units per acre for multiple use but
with density up to 15 units per acre obtainable through
utilization of Transfer of Development Rights.

Several of the permitted principal uses and structures include
multiple family development, special residential development,
boarding and rooming houses, community residential homes,
offices, churches, public parks, financial institutions, parking
lots, motels and hotels, academic schools, and bed and breakfast
homes.

The recent enactment of Concurrency Laws in the state of Florida,
which became effective January 1, 1990, can directly impact on
the use of a site.  Concurrency is part of the 1985 Growth
Management Act, which states in part that all of an area's
infrastructure which are or will be affected by the development
of a property must be in place or concurrent with development and
must be adequate. Concurrency appears to have no adverse
influence on the subject property.

Based on the physical and legal characteristics of the subject
property it would appear as though several types of residential
development would be both physically possible and legally
permissible.  A change in zoning to a commercial or industrial
use would be unlikely.

Given that the subject site is 31.59 acres in size, the subject
site could legally and physically accommodate up to 379 apartment
units.  Condominium, townhouse, and single family subdivision
development would be less likely due to the bordering commercial
and multiple family development.  In addition to complying with
the density requirements, all four uses would also appear to
comply with building setbacks, the building coverage ratio, open
areas, parking areas, and driveway requirements.


Financially Feasible

The test of financially feasible considers those uses which are
both physically possible and legally permissible.  It determines
among them; which uses, if any, would generate a positive return
to the property.  A return is positive if the income of the
property is greater than the property's operating expenses,
financial expenses and capital amortization.

A market investigation was conducted in the subject neighborhood
and it indicated that there is good rental demand for apartment
complexes.  According to local apartment managers in the area,
typical vacancy rates range from 0% to 10%.  Monthly rents for
one bedroom apartments are from $400 to $775 a unit, monthly
rents for two bedroom apartments are from $500 to $950 a unit,
and monthly rents for three bedroom apartments are from $600 to
$1,100 a unit. Exclusive of reserves, expenses for the newer
complexes range from 35% to 50% of effective gross income and the
expenses for the older complexes range from 40% to 55%.  Newer
apartment complexes are developed at 200 units or greater in
order to be financially feasible.

Gandy Boulevard, in front of the subject site, a divided road
with masonry sidewalks and no curbs.  Telephone and electric
service in the area is pole mounted.  Traffic counts taken in the
location of the subject for 1995 estimate travel on Gandy
Boulevard at 100,134 cars daily.  Travel is by both local and
transient traffic.  The visibility of the site is good.

Access to the site is provided only by Gandy Boulevard, to the
north.  Access to Gandy Boulevard is available from 4th Street to
the west.  Ingress and egress for the site is adequate and is
easily made from all traffic directions.  Ingress and egress for
the site appears to be adequate during peak traffic hours.

The subject property is bordered to the west with Derby Lanes, a
seasonal greyhound racing track.  To the south the subject is
bordered with waterfront single family homes.  To the north and
east the subject is bordered with mobile home parks, apartment
complexes and general office, retail, and industrial development.

Given that current occupancy and rental rates for apartment
complexes are at reasonable levels, development of the subject
site with an apartment complex would appear to provide a positive
return.


Maximally Productive

Among the financially feasible uses, the use which provides the
highest rate of return or value is the use which is maximally
productive.  Thus, is the highest and best use of the property.

A market investigation indicated that most multiple family land
in Pinellas County was developed at or very near maximum density. 
Most of the new multiple family development is for good quality
apartment complexes.  Absorption rates for these new developments
are generally from 30 to 40 units a month.  Also noted was that
these developments had good recreational amenities and attractive
landscaping.

Therefore, the Highest and Best Use of the site "as if vacant"
would be to develop the site with 379 good quality apartment
units (12.00 units per acre).


Highest and Best Use as Improved

The subject is a 379-unit apartment complex that was built in
1988. The construction is average to good cost quality and the
property has been well maintained.  Most apartment complexes in
the Pinellas County, which are near stabilized occupancy, are in
average to good condition.  It was reported that the complex
maintains an occupancy rate at about a 94%, which is average for
Pinellas County and the immediate area.

The subject property was constructed at a density of 12.00 units
per acre and appears to conform to zoning.  The individual unit
sizes, site layout and available parking appears well suited for
use as a apartment complex.

The value of the site with the improvements far exceeds the site
value alone.  Thus, the highest and best use of the subject
property, as improved, is to continue use as a 379-unit apartment
complex.  Conversion to condominium units would not be reasonable
due to the bordering commercial development and the large number
of one bedroom units.
<PAGE>
                      THE VALUATION PROCESS


The estimate of market value for real property involves a
systematic process in which the problem is defined, the work
necessary to solve the problem is planned, and the data required;
is acquired, classified, analyzed and interpreted into an
estimate of value.  In this process, three approaches are used by
the appraiser to estimate value.  They are:

          THE COST APPROACH
          THE SALES COMPARISON APPROACH
          THE INCOME CAPITALIZATION APPROACH

The cost approach is a method in which the value of a property is
derived from creating a substitute property with the same utility
as the subject property.  In the Cost Approach, the appraiser
must estimate the market value of the subject site as if vacant,
by using the direct sales comparison approach, then estimate the
reproduction cost new of the improvements.  Depreciation from all
sources is estimated and subtracted from the reproduction cost
new of the improvements.  The depreciated reproduction cost of
all improvements is then added to the estimated site value with
the results being an indicated value by the cost approach.

The sales comparison approach also referred to as the market
approach, involves the comparison of similar properties that have
recently sold or similar properties that are currently offered
for sale, with the subject property.  The basic principle of
substitution underlies this approach.  It implies that an
informed purchaser would not pay more for a property than the
cost to acquire a satisfactory substitute property with the same
utility as the subject property in the current market.  These
properties are compared to the subject with regard to differences
or similarities in time, age, location, physical characteristics,
and the conditions influencing the sale.  The notable differences
in the comparable properties are adjusted to the subject property
to indicate a value range for the property being appraised.  The
principle of increasing and decreasing returns is important in
identification of comparables.  The principle of contribution is
the heart of the adjustment process in determining the effect
that the presence or absence of some characteristic has on the
sale price.

When sufficient sales data is available, these adjustments are
best determined by the actions of typical buyers and sellers in
the subject's market place.  This value range, as indicated by
the adjusted comparable properties, is reconciled into a final
indicated value for the subject property by this approach.

The income capitalization approach is a process which discounts
anticipated income streams (whether in dollar income or amenity
benefits) to a present worth figure through the capitalization
process.  The appraiser is again faced with obtaining certain
data related to the subject and comparing it to similar physical,
functional and economic properties.  Comparable rental
information is analyzed to estimate potential gross income
(actual and/or comparative) to determine a projected net income
stream.  The appraiser must estimate a capitalization rate,
either through extraction from the market or using other
available techniques.  The net income stream is capitalized into
an indicated value by this approach.

The value estimates as indicated by the three approaches are then
reconciled into a final estimate of the property's value.  In the
final reconciliation, the appraiser must weigh the relative
significance, defensibility, amount and accuracy of data, and
applicability of each approach as it pertains to the type of
property being appraised and that best approximates the value
being sought in the appraisal.

<PAGE>
                        THE COST APPROACH


The basic premise upon which this method of value estimate is
based, is known as the principle of substitution.  This principle
logically states; "a prudent purchaser of a particular property
would be willing to pay no more for that property than the cost
of acquiring an equally desirable substitute." It is acknowledged
that one principal method of acquiring a substitute property
would be realized by the reproduction (or replacement) of the
improvements of commensurate utility on an equally desirable
site.  This approach is most valid when analyzing new
improvements which have not experienced any loss in value through
normal wear and tear, or other forms of depreciation.

Therefore, the cost approach estimates the current market value
of a property through a process in which the replacement cost of
all improvements are estimated.  From this figure is deducted the
total estimated loss in value (depreciation) for the
improvements.  The basic steps used in this approach are outlined
below:

Step 1    Estimate the current market value of the site.  The
          site is valued as if vacant and free to be used in a
          capacity representing its highest and best use.  This
          step is accomplished through the analysis of the sales
          and listings of comparable commercial sites.

Step 2    Estimate the replacement cost new, of the subject
          improvements.  This step results in the appraisers'
          estimate of the total cost of replacing a structure
          with similarity to the subject improvements.  The
          replacement cost estimate associated with this
          appraisal uses the estimated cost per square foot.  The
          method of estimating this cost factor is fully
          described later in this report.

Step 3    Estimate the total accrued depreciation.  This refers
          to the total loss in value, which the subject property
          may have experienced through physical, functional, or
          external factors, which would negatively influence the
          value of the property.

Step 4    Deduct the total estimated depreciation (Step 3) from
          the reproduction cost estimate (Step 2) and add the
          current value estimate for the site (Step 1).  The
          resulting figures represent the appraisers' estimate of
          the current market value of the subject via the Cost
          Approach.


Estimate of Land Value

The valuation of vacant land (Step l) is typically undertaken by
the sales comparison approach (market approach).  The application
of this approach produces a value estimate for land by comparing
it with similar properties that have recently sold, in the same
or competitive neighborhoods.  The sale price of these properties
tends to set the range of value in which the subject property
will fall, when reduced to an appropriate unit of comparison
(price per square foot, per front foot, per unit, etc). 
Refinement of this data, by the comparative process, should lead
to a logical estimate of market value as of the date of
appraisal.

The reliability of this technique is dependent upon (l) the
degree of comparability of each sale to the subject, (2) market
conditions at the time of sale, (3) verification of pertinent
data, and (4) the absence of unusual conditions that influence
the sale.  A variety of sales within the subject's neighborhood
were analyzed. Information on those sales considered to be most
comparable to the subject property are set forth in the following
pages.

<PAGE>
LAND COMPARABLE NO. 1:

LOCATION:                South side of Fletcher Avenue, just west
                         of Interstate 75, Hillsborough County

TAX I.D. NUMBER (S-T-R): Portion of 37375.0000 & and others
                         (12-28-19)

SALE DATE:               February 27, 1995

GRANTOR:                 Mary K. Wetherington and others

GRANTEE:                 Zom Tampa Fetcher Ltd.

O.R. BOOK/PAGE:          7688/1815 & 7688/1818

SALES PRICE:             $2,200,000

SIZE:                    22.00 Net Acres or 958,320 Square Feet

NO. OF UNITS:            352 Units (Developed)

DENSITY:                 16.00 Units

PRICE PER SQ. FT.:       $2.30

PRICE PER ACRE:          $100,000

PRICE PER UNIT:          $6,250

LOCATION:                Average

UTILITIES:               Available

SHAPE:                   Irregular

TOPOGRAPHY:              Basically Level

ZONING:                  Alternate Multiple Family by Temple
                         Terrace

LAND USE:                UL-2 (20 u.p.a.)

FINANCING:               SouthTrust Bank $14,250,000 (A & D)

VERIFICATION:            Representative of the Grantee, JMK

COMMENTS:

The site was purchased for development of The Arbors at Fletcher,
a 352 unit apartment complex offering one to three bedroom units
in two to three story buildings.  Rents are projected between
$565 and $875.  The site is across from the Hidden River Business
Park.

<PAGE>
                             TAX MAP

<PAGE>
LAND COMPARABLE NO. 2:

LOCATION:                West side of North Dale Mabry Highway,
                         north of Gaither High School, northwest
                         Hillsborough County


TAX I.D. NUMBER (S-T-R): Portion of 015910.0000 (28-27-18)

SALE DATE:               December 22, 1994

GRANTOR:                 Hillsborough Farms

GRANTEE:                 Carrollwood Place Limited Partnership

O.R. BOOK/PAGE:          7624/1404

SALES PRICE:             $2,190,000

SIZE:                    27.33 Net Acres or 1,190,495 Square Feet

NO. OF UNITS:            432 Units (Developed)

DENSITY:                 15.81 Units

PRICE PER SQ. FT.:       $1.84

PRICE PER ACRE:          $80,132

PRICE PER UNIT:          $5,069

LOCATION:                Average

UTILITIES:               Available

SHAPE:                   Irregular

TOPOGRAPHY:              Basically Level

ZONING:                  PDH by Hillsborough County

LAND USE:                RES-12 (12 u.p.a.)

FINANCING:               SouthTrust Bank $17,800,000 (A & D)

VERIFICATION:            Representative of the Grantee, JMK

COMMENTS:

This site was purchased for development of The Vinings at
Carrollwood Place, a 432 unit apartment complex offering one to
three bedroom units in two to three story buildings.  Projected
rents are from $510 to $875.  Access to the site is provided by
an
80 foot easement from North Dale Mabry Highway.

<PAGE>
                             TAX MAP

<PAGE>
LAND COMPARABLE NO. 3:

LOCATION:                Southeast Quadrant of U.S. Highway 19
                         and Gulf-to-Bay Boulevard, east of
                         Seville condominium development on Old
                         Tampa Bay, City of Clearwater

TAX I.D. NUMBER:         17-29-16-00000-340-0200 and others

SALE DATE:               November 8 & 9, 1993

GRANTOR:                 AEL Partnership & Simkin Industries,
Inc.

GRANTEE:                 ZOM Bayside Arbors, Limited

O.R. BOOK/PAGE:          8469/2003 and 8469/1995

SALES PRICE:             $2,880,000 ($1,800,000 and $1,080,000)

SIZE:                    40.00 Acres (MOL) Usable

NO. OF UNITS:            360 Units

DENSITY:                 9.00 Units

PRICE PER SQUARE FOOT:   $1.65

PRICE PER ACRE:          $72,000

PRICE PER UNIT:          $8,000

LOCATION:                Good

UTILITIES:               Available

SHAPE:                   Irregular

TOPOGRAPHY:              Basically Level

ZONING:                  RM-12 City of Clearwater

LAND USE:                RM (11.5 u.p.a.)

FINANCING:               Cash to Seller

VERIFICATION:            Eric L. Carlton, Esquire and Ellen with
                         ZOM Properties, 11/94, WWA
COMMENTS:

The assembled site has a large amount of water frontage, but has
limited visibility and an easement for ingress and egress.  The
site was developed at a lower density in order to hedge against
anticipated opposition from the Seville Owners Association.  The
transactions were reported to be arm's-length and at market
prices.

<PAGE>
                             TAX MAP

<PAGE>
                         COMPARABLE LAND SALES

<PAGE>
<TABLE>
                               LAND COMPARABLE COMPARISON CHART
<CAPTION>
                                             COMPARABLE          COMPARABLE          COMPARABLE
                                                  1                   2                   3
<S>                     <C>                <C>              <C>                <C>
SALES PRICE (S.P.)                           $2,200,000          $2,190,000          $2,880,000
LOCATION                S18&19-T30-R17      S12-T28-R19         S28-T27-R18      S17&20-T29-R16

NUMBER OF ACRES                  31.59            22.00               27.33               40.00
NUMBER OF UNITS                    379              352                 432                 360
DENSITY                          12.00            16.00               15.81                9.00

PRICE/ACRE                                      $10,000             $80,132             $72,000
PRICE/UNIT                                       $6,250              $5,069              $8,000

DATE OF APPRAISAL/SALE       28-Aug-96        27-Feb-95           22-Dec-94           09-Nov-93

ADJUSTMENTS
FINANCING/CONDITIONS OF SALE                         0%                  0%                  0%
FIN/CON ADJ SALES PRICE                      $2,200,000          $2,190,000          $2,880,000

MARKET CONDITIONS

NUMBER OF MONTHS SINCE SALE                          18                  21                  34
% ADJUSTMENT                     0.00%            0.00%               0.00%               0.00%
TIME ADJUSTED SALES PRICE                    $2,200,000          $2,190,000          $2,880,000

PROPERTY CHARACTERISTICS
LOCATION                  Average-Good          Average             Average                Good
UTILITIES                    Available        Available           Available           Available
SHAPE                        Irregular        Irregular           Irregular           Irregular
SIZE                             31.59            22.00               27.33               40.00
ZONING                            RO-P              AMF                PD-H               RM-12
ADJUSTMENTS
PRICE/SQ.FT.                                      $2.30               $1.84               $1.65
LOCATION                                             5%                  5%                 -5%
UTILITIES                                            0%                  0%                  0%
SIZE/SHAPE                                          -5%                 -5%                  5%
TOPOGRAPHY                                           0%                  0%                  0%
ZONING                                              -5%                 -5%                  7%

ADJUSTED PRICE/SQ.FT.                             $2.18               $1.74               $1.76
ADJUSTED PRICE/ACRE                             $94,762             $75,935             $76,847

ADJUSTMENTS
PRICE/UNIT                                       $6,250              $5,069              $8,000
LOCATION                                             5%                  5%                 -5%
UTILITIES                                            0%                  0%                  0%
SIZE/SHAPE                                          -5%                 -5%                  5%
TOPOGRAPHY                                           0%                  0%                  0%
ZONING                                               8%                  7%                -10%

ADJUSTED PRICE/UNIT                              $6,733              $5,411              $7,182
</TABLE>
<PAGE>
EXPLANATION OF ADJUSTMENTS

Where appropriate, adjustments have been made to the comparables
to account for material differences from the subject.  The
adjustment categories include: financing/conditions of sale,
market conditions (time), location, utilities, topography, and
size/shape.  The following is an explanation of the various
adjustments.


FINANCING/CONDITIONS OF SALE

All sales were confirmed with either the grantee, grantor, an
informed party, or through public records.  There was no
disclosed under market financing or sale conditions which were
believed to have influenced the sale prices.  Adjustments did not
appear warranted for any of the comparables.


MARKET CONDITIONS (TIME)

Due to dense development in Pinellas County, land comparables 1
and 2 are newer sales located in Hillsborough County and land
comparable 3 is an older sale located in Pinellas County.  A
review of the comparables would appear to indicate that no
adjustment for time is warranted.


LOCATION/ACCESS

Factors which were included in this adjustment category are the
general location of the comparables when compared to the subject.
Typically, properties with good visibility and good ingress and
egress in exclusive areas sell at a higher price per unit.  View
amenities such as golf courses and bodies of water will also
generally cause properties to sell at a higher price per unit. 
All of the sales used were located in areas suitable for multiple
family development.

The subject property is located in a residential/commercial
transition area on the south side of Gandy Boulevard just east of
4th Street.  The site has good visibility and adequate ingress
and egress.  The site has no significant offsite view amenity. 
Due to the central Pinellas County location and convenient bridge
access to Tampa, the area is has historically shown good demand
for rental apartment units, thus the overall location is
considered above average.

Due to the large amount of frontage on Old Tampa Bay, the
location of land comparable 3 was considered superior to the
subject and the other two comparables.  In review of the
comparables, a downward adjustment of 5% appears warranted for
land comparable 3.  The remaining two land comparables have
overall location characteristics that are slightly inferior to
the subject and upward adjustments of 5% were made to these
sales.


UTILITIES

This category is based on whether utilities were available to the
site at the time of sale.  Like the subject, all three of the
land comparables have all public utilities available.  No
adjustments to the comparables are warranted.


SIZE/SHAPE

Size/shape adjustments were made on the basis of the comparables
size/shape in relation to the subject.  Typically, larger parcels
or irregular shaped parcels tend to sell at a lower price per
unit. Furthermore, smaller parcels are more affordable to a
larger number of buyers indicating more demand and higher prices
for smaller parcels.  However, when larger parcels are scarce,
making assemblage necessary, larger parcels sell at a higher
price per unit.  This is because of the time and effort necessary
to assemble them.  Larger parcels can also be more economically
feasible to develop because the fixed development costs can be
absorbed by a larger number of units.

In review of the comparables, there appeared to be a slight
premium paid for smaller parcels and a slight discount for larger
parcels. The shapes of the comparables had no adverse influence
on the number of residential units that could be placed on the
sites. Based on a review of the comparables, an upward adjustment
of 5% appeared warranted for land comparables 3 and downward
adjustments of 5% appeared warranted for land comparables 1 and
2.


TOPOGRAPHY

This adjustment category is based on whether the comparable's
topography was irregular and/or whether it needed to be cleared
before construction could begin on the site.  All of the
comparables required typical site preparation and development
costs and no adjustments were necessary.


ZONING

The subject is zoned RO-P with a RO land use which allows
development of the subject site, as if vacant, at an effective
density of 12.00 units per net acre.  Land comparables 1 and 2
have zoning and land uses which resulted in higher developable
densities and land comparable 3 has a zoning and land use which
resulted in a lower developable density.  Typically, the
developable density of multiple family land will have a direct
relationship with the price per square foot or price per acre and
an inverse relationship with the price per unit.  A review of the
comparables confirms the relationship with the price per square
foot, price per acre and price per unit.  The comparables appear
to indicate that a 1% change in density will cause about a 0.30%
inverse change in the indicated unit values and about a 0.10%
direct change in both the indicated square foot or acre values. 
Adjustments were made accordingly to each of the comparable land
sales.


CORRELATION AND CONCLUSION

The three foregoing comparables have sale prices which were
compared on the basis of square foot, acre and unit selling
prices. All of the comparables were adjusted for differences as
compared with the subject and have adjusted price per square foot
values between $1.74 and $2.18.  Similarly, the comparables have
adjusted price per acre values between $75,935 and $94,762.  The
adjusted price per unit indicated by the three sales is from
$5,411 to $7,182.  All three units of comparison are considered
applicable in valuing the subject site.

Land comparables 1 and 2 are the newest two sales, but are
located in Hillsborough County.  Both comparables are similar to
the subject in size and were purchased for slightly higher
density apartment development.  Land comparable 1 is located in a
more remote area, but is located across the street from the
Hidden River Business Park.  The Hidden River Business Park is
the location of several Fortune 500 companies a provides a good
employment base.

Land comparable 3 is located about 8.5 miles northwest of the
subject property.  The site has a large amount of frontage on Old
Tampa Bay and was purchased for the development with a 360 unit
moderate to upper income apartment complex.  The size of the
parcel was larger than the subject, but the developable density
is lower.

Considering that all three of the land comparables had similar
adjustments, all were given roughly equal weight.  Based on the
cited comparables, the value of the subject site is estimated at
$1.80 a square foot, $80,000 an acre, and $6,500 a unit.  The
value of the subject site is estimated using the following
calculations.

     1,375,991 Sq.Ft.    X  $1.80/Sq.Ft.     =    $2,476,783
     31.59 Acres         X  $80,000/Acre     =    $2,527,200
     379 Units           X  $6,500/Unit =    $2,463,500

        ESTIMATED VALUE OF THE SUBJECT SITE, AS IF VACANT

                          ($2,500,000)
<PAGE>
REPLACEMENT COST OF IMPROVEMENTS

The subject improvements were evaluated in terms of type of
construction, design, and building materials to develop an
estimate of replacement cost.  The cost estimates are inclusive
of indirect costs such as architect's fees and contractor's
overhead and profit but not developer's profit.  The estimates of
the replacement cost new for the subject improvements were based
on current market standards determined from discussions with
various developers, contractors and architects, as well as
information obtained from the Marshall Valuation Service.  Local
building costs and costs indicated in the Marshall Valuation
Service are mutually supportive.  It is our opinion that cost
figures for the subject complex would fall within the lower end
of the average to good cost range for class "D" multiple family
residences.

          Base Cost                         $42.00
          Area Multiplier                     1.00
          Current Cost Multiplier             1.00
          Local Multiplier                    0.94

               Total                        $39.48
               Rounded                      $39.50
                                            ======

Based on this analysis, the indicated replacement cost for the
apartment buildings is estimated at approximately $39.50 a square
foot.

Further replacement costs associated with the buildings is the
cost of the clubhouse which is also estimated at $50.00 a square
foot. The replacement cost of the covered entries, porches or
balconies, storage closets, and stairs are estimated at $800,000
and the replacement cost of the appliances, fixtures, and
equipment are estimated at $1,050,000.  These figures are also
based on Marshall Valuation Service.

The contributory value of the site improvements, which include
the swimming pool, concrete walks and drives, lighting, signs,
landscaping, etc.  is estimated at $750,000.


IMPACT FEES

Because of the impact of new development on the infrastructure of
cities and counties, fees are now typically being assessed
against new development.  These fees are for increased traffic,
increased use of sewers and water, radon detection, fire fighting
requirements and the like.  These are known as impact fees and
can add substantially to the cost of new development.  The impact
fee estimates used in this report were based on the fee schedule
for the City of St. Petersburg and are estimated at $535,000.


DEVELOPER (ENTREPRENEURIAL) OVERHEAD AND PROFIT

The above costs include contractors, but not developer overhead
and profit.  Developer profit is the reward the developer
receives for taking the risk of developing the property. 
Developer profit can be abstracted from the market by estimating
the replacement cost of a newly constructed building which has
recently sold.  The difference between the sales price and the
replacement cost of the property is the developer profit.  Sales
of properties in the Tampa Bay Area were analyzed.  They
indicated developer overhead and profit between 10% to 15% with
the more risky projects being in the higher figure.  Based on
this analysis a developer overhead and profit of 10% seems
reasonable for the subject.


ACCRUED DEPRECIATION

The next step in the cost approach is to estimate the accrued
depreciation for the subject.  "Depreciation is a loss in
property value from any cause.  It may also be defined as the
difference between the reproduction cost or replacement cost of
the improvement and its market value." The three major
components of accrued depreciation are physical deterioration,
functional obsolescence, and external obsolescence.

Physical deterioration can be either curable or incurable. 
Curable physical deterioration applies to items of deferred
maintenance, which are in need of repair on the effective date of
the appraisal. Whenever the contribution to market value is equal
to or greater than the cost of replacement, the item is
classified as curable deterioration.  Incurable physical
deterioration applies to structural items which naturally
deteriorate and are not practical or economically feasible to
correct.

Functional obsolescence is an element of accrued depreciation
which results from a defect, deficiency, or a superadequacy in
the structure(s), materials, or design.  External obsolescence
results from a negative influence beyond or outside the
boundaries of the site, which results in a loss in value and is
nearly always incurable.


Deferred Maintenance

Deferred maintenance items are caused by physical deterioration
and should be corrected immediately.  At the time of inspection
there was minor wood rot observed, however there were no
substantial items of maintenance which were in need of immediate
attention.


Physical Depreciation

The physical depreciation estimate is based on the age and the
overall life expectancy of the improvements.  Based on a market
investigation of other structures in the neighborhood the
effective age of the structure is estimated to be equal with
actual at 8 years.  The Marshall Valuation Service, a national
cost estimate company, indicates properties such as the subject
have a total physical life of about 50 years.  Based on an
observation of other structures in the neighborhood, a physical
life estimate of 50 years would appear reasonable and will be
used when estimating depreciation.  Subtracting the estimated
effective age from the estimated total physical life, indicates
an estimated remaining life of about 42 years.

The physical depreciation has been estimated by the age/life
method, in which the percentage of depreciation is a function of
the age of the improvements compared to the typical life for a
property of the subject design and quality.  The formula for
estimating depreciation by the age/life method is as follows.

Replacement  -   Def. Maint.& X   ____Age______  =  Depreciation
  Cost           Short-Lived      Physical Life
                    Items

$14,071,636  -   $2,054,639   X        8/50      =   $1,922,720

The physical depreciation for the short-lived items is estimated
as follows.

     Roofs           $163,263      X    8/20      =     $ 65,305

     Appliances    $1,050,000      X    7/15      =     $490,000

     HVAC            $525,860      X    7/15      =     $245,401

     Flooring        $315,516      X    2/ 5      =     $126,206
                   ----------                           --------
                   $2,054,639                           $926,912


Functional Obsolescence

This type of depreciation generally results from defects in
design. It can also be caused by changes that occur over time and
have made some aspect of a structure, material, or design
obsolete by current standards.

Pelican Sound apartments is an average to good quality complex
and in comparison to competing rental properties, the subject is
in slightly above average condition.  The unit mix, apartment
sizes, and layout are well suited to the rental market.  The
complex is architecturally appealing and offers an average
amenity package.

The existing improvements are reasonably consistent with the
highest and best use of the site as though vacant and sustain no
market recognized loss in value attributed to functional
obsolescence.


External Obsolescence

This type of depreciation is the result of diminished utility of
a structure due to negative influences from outside the site. 
This type of depreciation is almost always incurable.  An example
of external obsolescence would be a garbage dump being located
adjacent or within close proximity to the subject.  Another
example would be the local or general economy.  As the local or
national economy weakens there could be a temporary reduction in
rents, thus reducing the market value of properties.

The improvements are considered to be an appropriate improvement
to the site and are reasonably consistent with highest and best
use as though vacant.  No evidence of external obsolescence was
observed.


SUMMARY

Based on our analysis of the subject property and the summary of
the cost approach included on the following page, the indicated
value of the subject by the cost approach is:

     ESTIMATE OF VALUE BY THE COST APPROACH:      $14,500,000

<PAGE>
                  SUMMARY OF THE COST APPROACH


Buildings

  Apartment Bldgs.      260,867 Sq.Ft. X $39.50 /SF = $10,304,247
  Clubhouse               2,063 Sq.Ft. X $50.00 /SF =    $103,150
  Entry Porches, Stairs, etc.                            $800,000
  Appliances, Fixtures and Equipment                   $1,050,000
                                                      -----------

                    Total Buildings                   $12,257,397

Impact and Other Fees                                    $535,000
                                                      -----------
Total Improvements                                    $12,792,397

Developer Overhead and Profit           10.00%         $1,279,240
                                                      -----------
Replacement Cost New of Improvements                  $14,071,636

Less Depreciation

  Physical Deterioration

Structure                               16.00%         $1,922,720
Roof                                    40.00%            $65,305
Appliances                              46.67%           $490,000
HVAC                                    46.67%           $245,401
Flooring                                40.00%           $126,206

  Functional Obsolescence                                      $0

  Economic Obsolescence                                        $0
                                                       ----------
                    Total Depreciation  20.25%         $2,849,632

Depreciated Cost of Improvements                      $11,222,004

Estimated Land Value                                   $2,500,000

Contributory Value of Site Improvements                  $750,000

ESTIMATE OF VALUE BY THE COST APPROACH (Rounded)      $14,500,000
                                                      ===========

<PAGE>
                  THE SALES COMPARISON APPROACH


The sales comparison approach involves a detailed comparison of
the subject property with similar properties which have recently
sold in the same or competitive market.  This approach is based
primarily on the principle of substitution.  This principle
states, when several commodities or services with substantially
the same utility are available, the lower price attracts the
greatest demand and widest distribution.  In other words, a
prudent investor/purchaser would not pay more to acquire a given
property in the market, considering that an alternative property
may be purchased for less.  The five basic steps in this analysis
are listed below:

1.   Research the market to identify similar properties for which
     pertinent sales listings offerings and/or rental data is
     available.

2.   Qualify the data as to terms, motivating forces, or bona
     fide nature.

3.   Analyze the salient characteristics of the comparable
     properties in relation to the property being appraised,
     particularly those items relating to date of sale, location,
     physical characteristics, and condition of sale.

4.   Consider all dissimilarities and the probable effect on the
     price of each sale and derive individual market value
     indications for the property being appraised.

5.   Formulate an opinion of market value from the pattern
     developed from the foregoing analysis.

A market investigation was conducted in the subject's area to
find sales of properties comparable to the subject.  The most
pertinent transactions have been presented on the following
pages, along with an identifying photograph and summary of
important facts.

<PAGE>
IMPROVED COMPARABLE NO. 1:
























                         Lincoln Shores
                     11601 4th Street North

PARCEL NUMBER:      18-30-17-05480-001-0012
                    18-30-17-05480-001-0010
                    18-30-17-05480-001-0011

DATE:               August 1, 1995

GRANTOR:            Bay View Associates, LTD

GRANTEE:            AETNA Life Insurance Company

O.R. BOOK & PAGE:   9071/1421 & 9071/1431

SALE PRICE:         $17,000,000

FINANCING:          Cash

DESIGN:             Garden

CONSTRUCTION:       Frame, Average Cost

CONDITION:          Below Average for Age

<PAGE>
UNIT MIX:  No.                                         Total
           Units    Rms/Bd/Ba             Sq. Ft.    Sq. Ft.

           144      3/1/1                 540    =    77,760
           160      3/1/1                 617    =    98,720
           144      3/1/1                 696    =   100,224
           176      4/2/2                 923    =   162,448
             7      4/2/2 Loft-FP         920    =     6,440
           ---      ----------            --------   -------
           631      2,076 Rooms           706 SF     445,592

YEAR BUILT:              1983-84

RENTABLE BUILDING AREA:  445,592 Square Feet

AVERAGE UNIT SIZE:       706 Square Feet

AMENITIES:               Lake, Three Swimming Pools, Lighted
                         Tennis and Racquetball Courts, and
                         Clubhouse with Fitness Center

PROJECT SIZE:            631 Units/52.58 Acres/12.00 u.p.a.

EFFECTIVE GROSS INCOME:  Not Available

EXPENSES:                Not Available

NET OPERATING INCOME:    Not Available

VERIFICATION:            Confidential, 4/96, WWA

UNIT VALUES:

     $ Per Unit          $26,941

     $ Per Room          $8,189

     $ Per Square Foot   $38.15

     E.G.I.M.       Not Available

     O.A.R.         Not Available

COMMENTS:

Details of this sale were limited because of a nondisclosure
agreement between the buyer and the seller.  It was reported,
however, that because the property was in need of capital
improvements it was purchased at a capitalization rate well above
9%.  This apartment complex is located on a well traveled
thoroughfare and was apparently at stabilized occupancy at the
time of contract.
<PAGE>
IMPROVED COMPARABLE NO. 2:
























                      Country Place Village
               2690 and 2775 Enterprise Road East

PARCEL NUMBER:      32-28-16-00000-210-0300
                    32-28-16-61629-000-0010

DATE:               July 20, 1995

GRANTOR:            County Place Village I Joint Venture &
                    County Place Village II Joint Venture

GRANTEE:            Security Capital Atlantic Incorporated

O.R. BOOK & PAGE:   9055/0715 & 9055/0719

SALE PRICE:         $7,555,000 ($7,932,750 Adjusted)

FINANCING:          Cash

DESIGN:             Garden

CONSTRUCTION:       Masonry, Good Cost

CONDITION:          Average+ for Age

<PAGE>
UNIT MIX:  No.                                     Total
           Units    Rms/Bd/Ba      Sq. Ft.       Sq. Ft.

            32        3/1/1            796   =    25,472
            28        3/1/1            835   =    23,380
            24        4/2/1            979   =    23,496
            28        4/2/2          1,109   =    31,052
            38        4/2/2TH        1,134   =    43,092
            18        4/2/2TH        1,212   =    21,816
            16        4/2/2TH        1,234   =    19,744
             4        5/3/2TH        1,494   =     5,976
           ---      ---------     --------       -------
           188      696 Rooms     1,032 SF       194,028

YEAR BUILT:              1984-85

RENTABLE BUILDING AREA:  194,028 Square Feet

AVERAGE UNIT SIZE:       1,032 Square Feet

AMENITIES:               Two Swimming Pools, Lighted Tennis
                         Courts, and Clubhouse

PROJECT SIZE:            188 Units/22.22 Acres/8.45 u.p.a.

EFFECTIVE GROSS INCOME:  Not Available

EXPENSES:                Not Available

NET OPERATING INCOME:    Not Available

VERIFICATION:            Confidential, 4/96, WWA

UNIT VALUES:

     $ Per Unit          $42,195 Adjusted

     $ Per Room          $11,398 Adjusted

     $ Per Square Foot   $40.88 Adjusted

     E.G.I.M.            Not Available

     O.A.R.              Not Available

COMMENTS:

Details of this sale were limited because of nondisclosure by the
buyer and the lack of a knowledgeable contact for the seller.  It
was reported, however, that the property required an adjustment
because it was part of a portfolio sale.  This apartment complex
is located on a moderately traveled thoroughfare near a regional
mall and was apparently at stabilized occupancy at the time of
contract.

<PAGE>
IMPROVED COMPARABLE NO. 3:
















                      Chesapeake Apartments
                      2307 Cumberland Road

PARCEL NUMBER:      30-28-16-00000-210-0300

DATE:               March 1, 1995

GRANTOR:            Gregory A. Rand, Trustee

GRANTEE:            Phoenix Home Life Mutual Insurance
                    Company

O.R. BOOK & PAGE:   8928/1562

SALE PRICE:         $11,800,000

FINANCING:          Cash

DESIGN:             Garden

CONSTRUCTION:       Frame, Average-Good Cost

CONDITION:          Average for Age

<PAGE>
UNIT MIX:  No.                                     Total
           Units    Rms/Bd/Ba      Sq. Ft.       Sq. Ft.

           96       3/1/1          600-642   =    59,616
           80       3/1/1          662-680   =    53,680
           64       3/1/1              718   =    45,952
           88       4/2/2          911-926   =    80,828
           26       4/2/2              980   =    25,480
           --       -----------     ------        ------
           354      1,176 Rooms      750SF       265,556

YEAR BUILT:              1985

RENTABLE BUILDING AREA:  265,556 Square Feet

AVERAGE UNIT SIZE:       750 Square Feet

AMENITIES:               Lakes, Swimming Pool, Tennis and
                         Racquetball Courts, and Clubhouse

PROJECT SIZE:            354 Units/27.50 Acres/12.87 u.p.a.

EFFECTIVE GROSS INCOME:  $2,200,000

EXPENSES:                $1,100,000 (50% EGI or $3,107/Unit)

NET OPERATING INCOME:    $1,100,000 (Exclusive of Reserves)

VERIFICATION:            John D. Selby, CCIM - Agent,
                         4/15/96, WWA

UNIT VALUES:

     $ Per Unit          $33,333

     $ Per Room          $10,034

     $ Per Square Foot   $44.44

     E.G.I.M.            5.36

     O.A.R.              9.32

COMMENTS:

This apartment complex is located on a moderately traveled
thoroughfare within close proximity to a regional mall. 
Occupancy at the time of sale was at about 96%.  Effective gross
income was reported at $2,013,084 and net operating income was
reported at $1,013,952.  The above figures are based on 1995
projections by the buyer.  Negotiations of $350,000 for wood
siding repairs and an additional $350,000 for interest rate
increases caused the purchase price to be $700,000 lower than the
original contract price.  Rental rates include water and sewer
expenses.

<PAGE>
IMPROVED COMPARABLE NO. 4:


























                      Stonegate Apartments
                   31177 U.S. Highway 19 North

PARCEL NUMBER:      18-28-16-00000-120-0400

DATE:               March 1, 1996

GRANTOR:            Jeremiah Associates, Ltd.

GRANTEE:            Phoenix Home Life Mutual Ins. Co.

O.R. BOOK & PAGE:   9265/1189

SALE PRICE:         $10,700,000

FINANCING:          Principal Financial $5,400,000, 6.5%
                    interest only, 5 years

DESIGN:             Garden

CONSTRUCTION:       Frame, Average to Good Cost

CONDITION:          Average+ for Age
<PAGE>
UNIT MIX:  No.                                     Total
           Units    Rms/Bd/Ba      Sq. Ft.       Sq. Ft.

           72       3/1/1              743   =    53,496
           16       3/1/1              837   =    13,392
           22       4/2/2              992   =    21,824
           54       4/2/2            1,113   =    60,102
           32       4/2/2            1,123   =    35,936
           24       5/3/2            1,348   =    32,352
           --       -----            -----        ------
           220      816 Rooms       987 SF       217,102

YEAR BUILT:              1991

RENTABLE BUILDING AREA:  217,102 Square Feet

AVERAGE UNIT SIZE:       987 Square Feet

AMENITIES:               Swimming Pool, Spa, Sauna, Racquetball
                         Courts, Tennis Court, Full Size Washer  
                         and Dryers, Carport/Garages and
                         Clubhouse with Fitness Room

PROJECT SIZE:            220 Units/18.89 Acres/11.65 u.p.a.

EFFECTIVE GROSS INCOME:  $1,700,000

EXPENSES:                $700,000

NET OPERATING INCOME:    $1,000,000

VERIFICATION:            John Selby, CCIM, 8/96, WWA

UNIT VALUES:

     $ Per Unit          $48,636

     $ Per Room          $13,113

     $ Per Square Foot   $49.29

     E.G.I.M.       6.29

     O.A.R.         9.35%

COMMENTS:
Occupancy at the time of sale was at about 98%.  Effective gross
income was reported at $1,735,800 and net operating income was
reported at $913,066.  The buyer anticipated reducing expenses to
$700,000 a year and achieving net operating income of $1,000,000.
Approximately $80,000 was budgeted for deferred maintenance
items.

<PAGE>
IMPROVED COMPARABLE NO. 5:


























                      Promenade at Carillon
                      540 Carillon Parkway

PARCEL NUMBER:      12-30-16-73168-001-0010

DATE:               October 21, 1994

GRANTOR:            Carillon Limited Partnership I

GRANTEE:            Merry Land & Investment Company, Inc.

O.R. BOOK & PAGE:   8820/1448

SALE PRICE:         $20,650,000

FINANCING:          Cash to Seller

DESIGN:             Garden

CONSTRUCTION:       Frame, Good+ Cost

CONDITION:          Average+ for Age
<PAGE>
UNIT MIX:  No.                                          Total
           Units         Rms/Bd/Ba     Sq. Ft.        Sq. Ft.

           60            3/1/1             670   =     40,200
           64(8 w/Gar)   3/1/1             752   =     48,128
           16            3/1/1             925   =     14,800
           40            4/2/2           1,005   =     40,200
           70(10 w/Gar)  4/2/2           1,040   =     72,800
           44(2 w/Gar)   4/2/2           1,200   =     52,800
           40(4 w/Gar)   5/3/2           1,369   =     54,760
           ---           -----------  --------       --------
           334           1,236 Rooms    969 SF        323,688

YEAR BUILT:              1994

RENTABLE BUILDING AREA:  323,688 Square Feet

AVERAGE UNIT SIZE:       969 Square Feet

AMENITIES:               Swimming Pool, Spa, Full Size Washer and
                         Dryers, Garages (90 total) and Clubhouse
                         with Fitness Room

PROJECT SIZE:            334 Units/12.00 Acres/27.83 u.p.a.

EFFECTIVE GROSS INCOME:  $3,200,000

EXPENSES:                $1,300,000 (exclusive of reserves)

NET OPERATING INCOME:    $1,900,000

VERIFICATION:            Julie Teague, Grantee, 9/96, WWA

UNIT VALUES:

     $ Per Unit               $61,826

     $ Per Room               $16,707

     $ Per Square Foot        $63.80

     E.G.I.M.            6.45

     O.A.R.              9.20%

COMMENTS:

Occupancy at the time of sale was at about 90% and had just
reached stabilized occupancy.  The buyer anticipated gross income
of about $3,200,000, with net operating income of about
$1,900,000.  The buyer made a reserve allowance of $150 a unit,
but is not included these figures.  The exterior siding is
currently being reconditioned, but is under the builders
warranty.
                    COMPARABLE BUILDING SALES

<PAGE>

<TABLE>
                                               IMPROVED COMPARABLE COMPARISON CHART
<CAPTION>
                                  SUBJECT           COMPARABLE       COMPARABLE      COMPARABLE       COMPARABLE       COMPARABLE
                                                         1                2               3                4                5
<S>                        <C>               <C>               <C>              <C>             <C>              <C>
SALE PRICE                                         $17,000,000       $7,555,000     $11,800,000      $10,700,000      $20,650,000

PROPERTY RIGHTS CONVEYED         FEE SIMPLE         Fee Simple       Fee Simple      Fee Simple       Fee Simple       Fee Simple
ADJUSTMENT                                                   0                0               0                0                0
ADJUSTED SALE PRICE                                $17,000,000       $7,555,000     $11,800,000      $10,700,000      $20,650,000

FINANCING                                                 Cash             Cash            Cash     Conventional             Cash
ADJUSTMENT                                                   0                0               0                0                0
ADJUSTED SALE PRICE                                $17,000,000       $7,555,000     $11,800,000      $10,700,000      $20,650,000

DATE OF APPRAISAL/SALE            28-Aug-96          01-Aug-95        20-Jul-95       01-Mar-95        01-Mar-96        21-Oct-94
NUMBER OF MONTHS SINCE SALE                                 13               14              18                6               23
ADJUSTMENT 0.00%                                         0.00%            0.00%           0.00%            0.00%            0.00%
                                                             0                0               0                0                0

ADJUSTED SALE PRICE                                $17,000,000       $7,932,750     $11,800,000      $10,700,000      $20,650,000

PRICE PER UNIT                                         $26,941          $42,195         $33,333          $48,636          $61,826

PRICE PER ROOM                                          $8,189          $11,398         $10,034          $13,113          $16,707

PRICE PER SQUARE FOOT                                   $38.15           $40.88          $44.44           $49.29           $63.80

PHYSICAL CHARACTERISTICS
LOCATION                     S18&19-T30-R17        S18-T30-R17      S32-T28-R16     S30-T28-R16      S18-T28-R16      S12-T30-R16
CONSTRUCTION                    Frame/Av-Gd      Frame/Average     Masonry/Good     Frame/Av-Gd      Frame/Av-Gd      Frame/Good+
CONDITION                  Average+ for Age  Below Avg for Age Average+ for Age Average for Age Average+ for Age Average+ for Age
YEAR BUILT                             1988            1983-84          1984-85            1985             1991             1994
AMENITIES/EQUIPMENT                 Average            Average          Average         Average          Average          Average
NUMBER OF UNITS                         379                630              188             354              220              334
NUMBER OF ROOMS                       1,232              2,076              696           1,176              816            1,236
RENTABLE BUILDING AREA              260,867            445,592          194,028         265,556          217,102          323,688
NUMBER OF ACRES                       31.59              52.58            22.22           27.50            18.89            12.00
DENSITY                               12.00              12.00             8.46           12.87            11.65            27.83
AVERAGE UNIT SIZE                       688                706            1,032             750              987              969
AVERAGE ROOM SIZE                       212                215              279             228              266              262

FINANCIAL CHARACTERISTICS
EFFECTIVE GROSS INCOME           $2,487,704      Not Available    Not Available      $2,200,000       $1,700,000       $3,200,000
E.G.I.M.                                         Not Available    Not Available            5.36             6.29             6.45
EXPENSE RATIO                        47.15%      Not Available    Not Available          50.00%           41.18%           40.63%
NET OPERATING INCOME             $1,314,634      Not Available    Not Available      $1,100,000       $1,000,000       $1,900,000
OVERALL RATE                                     Not Available    Not Available           9.32%            9.35%            9.20%

PRICE PER UNIT ADJUSTMENTS                             $26,941          $42,195         $33,333          $48,636          $61,826
AVERAGE UNIT SIZE                                          -1%             -17%             -4%             -15%             -14%
LOCATION                                                    0%               5%              5%               5%               0%
AGE                                                        15%              12%              9%              -9%             -18%
QUALITY                                                     5%              -5%              0%               0%             -10%
CONDITION                                                  20%               0%              5%               0%               0%
ADJUSTMENT (Cumulative)                                    43%              -7%             15%             -19%             -37%
                                                       $11,706         ($3,069)          $5,122         ($9,135)        ($22,586)

ADJUSTED PRICE PER UNIT                                $38,647          $39,126         $38,455          $39,501          $39,240

PRICE PER ROOM ADJUSTMENTS                              $8,198          $11,398         $10,034          $13,113          $16,707
AVERAGE ROOM SIZE                                          -1%             -12%             -3%             -10%             -10%
LOCATION                                                    0%               5%              5%               5%               0%
AGE                                                        15%              12%              9%              -9%             -18%
QUALITY                                                     5%              -5%              0%               0%             -10%
CONDITION                                                  20%               0%              5%               0%               0%
ADJUSTMENT (Cumulative)                                    43%              -2%             17%             -14%             -34%
                                                         3,558           ($192)          $1,662         ($1,836)         ($5,610)

ADJUSTED PRICE PER ROOM                                $11,747          $11,206         $11,696          $11,277          $11,097

PRICE PER SQUARE FOOT ADJUSTMENTS                       $38.15           $40.88          $44.44           $49.29                 
$63.80
AVERAGE UNIT SIZE                                           1%              17%              4%              15%              14%
LOCATION                                                    0%               5%              5%               5%               0%
AGE                                                        15%              12%              9%              -9%             -18%
QUALITY                                                     5%              -5%              0%               0%             -10%
CONDITION                                                  20%               0%              5%               0%               0%
ADJUSTMENT (Cumulative)                                    46%              31%             25%              10%             -16%
                                                         17.68           $12.56          $11.10            $4.87         ($10.12)

ADJUSTED PRICE SQUARE FOOT                              $55.83           $53.44          $55.54           $54.16           $53.68
</TABLE>
<PAGE>
The five foregoing improved sales were considered to be the most
reliable indicators of market value for the subject.  Prior to
adjustments, the sales indicated values from $26,941 to $61,826 a
unit.  Based on the number of rooms, the sales indicate values
from $8,189 to $16,707 and based on the number of square feet,
the sales indicate values from $38.15 to $63.80.


EXPLANATION OF ADJUSTMENTS

Where appropriate, adjustments have been made to the comparables
to account for material differences from the subject.  The
adjustment categories include: financing/conditions of sale,
market conditions (time), average unit size, location, age,
quality, and condition.  The following is an explanation of the
various adjustments.


FINANCING/CONDITIONS OF SALE

All sales were verified with either the grantee, grantor, an
informed party or the public records.  With the exception of
improved comparable 2, there was no special financing or any
special considerations which may have influenced the comparable's
selling prices.  It was reported that improved comparable 2 was
part of a portfolio sale and required an adjustment to reflect
that condition.  Based on a review of the comparable sales, an
upward adjustment of 5% was made to improved comparable 2.


MARKET CONDITIONS (TIME)

Market conditions refer to the appreciation or depreciation of a
property over a period of time.  The rental rates and expenses
for apartment complexes have shown moderate annual increases.  In
review of the three improved comparables, it would appear that
property values have remained relatively stable.  Therefore,
based on the above analysis, no market conditions adjustment will
be applied to the comparables.


AVERAGE UNIT SIZE

Typically the average unit size of the apartment complex has a
direct relationship with the price per unit, and an inverse
relationship with the price per square foot.  A review of the
comparables indicates support for this relationship.  The
comparables appear to indicate that a 1% change in the average
unit size will cause about a 0.50% direct change in the indicated
price per unit and a 0.50% inverse change in the indicated price
per square foot values.  Adjustments were made accordingly for
each of the improved comparables.

The average room sizes of all the improved comparables are
slightly larger than the subject.  A review of the comparables
indicates a direct relationship between the average room size and
the price per room.  The comparables appear to indicate that a 1%
change in the average room size will cause about a 0.50% direct
change in the indicated price per room.  Adjustments were made
accordingly for each of the improved comparables.


LOCATION

Factors which were included in this adjustment category are the
general location of the comparables when compared to the subject. 
Typically, properties on major roads or in exclusive areas sell
at a higher price per unit.

The subject property is located in a residential/commercial
transition area on the south side of Gandy Boulevard just east of
4th Street.  The site has good visibility and adequate ingress
and egress.  The site has no significant offsite view amenity. 
Due to the central Pinellas County location and convenient bridge
access to Tampa, the area is has historically shown good demand
for rental apartment units, thus the overall location is
considered above average.

Improved comparables 1 and 5 are located in the same general area
as the subject and therefore have reasonably similar locations. 
Improved comparables 2 through 4 are located in competing areas
of Pinellas County and are believed to have slightly inferior
locations.  A review of the comparables would appear to indicate
that upward adjustments of 5% are reasonable for improved
comparables 2 through 4.


AGE

This adjustment category is based on the effective age of the
comparables in relation to the subject.  Properties with lower
effective ages typically sell at a higher price per unit.  The
effective age of the comparables was determined based on a review
of the actual physical ages and by an exterior inspection of the
properties.  A review of comparables indicate that age
differences cause about a 3% per year direct change in the
indicated values, which is similar to the depreciation estimate
in the cost approach.  Adjustments were made accordingly to each
of the improved comparables.


QUALITY/CONDITION

This adjustment category is based on the quality and condition of
the comparables in relation to the subject.  Typically, the
quality and condition of a property has a direct relationship
with the sale price.  The quality and condition of the
comparables were determined by an exterior inspection of the
properties and by conversations with the grantee, grantor or
informed parties.

Improved comparables 3 and 4 are all reasonably similar to the
subject in construction quality, improved comparables 2 and 5 are
superior and improved comparable 1 is inferior.  Based on a
review of the improved comparables, comparable 1 was adjusted
upward by 5%, comparable 2 was adjusted downward by 5% and
comparable 5 was adjusted downward by 10%.

Physical inspections of the properties and conversations with
informed parties lead us to believe that the overall condition of
improved comparable 2, 4, and 5 were reasonably similar to the
subject and that the overall conditions of improved comparables 1
and 3 are inferior.  Based on review of the comparables, improved
comparable 1 was adjusted upward by 20% and improved comparable 3
was adjusted upward by 5%.


CORRELATION AND CONCLUSION

Comparable 1 was a sale of Lincoln Shores, a 631 unit complex
located about a mile northwest of the subject.  The apartment
complex was constructed in 1983-84 and was in below average
condition for its age.  The complex has only a slightly larger
average unit size than the subject and also has a larger number
of one bedroom units (71%).

Comparable 2 was a sale of Country Place Village, located about
11 miles northwest of the subject.  Country Place Village is a
188 unit complex that was constructed in 1984-85 and is superior
in construction quality.  The complex has a larger average unit
size, with a mix skewed toward two-bedroom units.

Comparable 3 is the sale of a 354 unit apartment complex, known
as Chesapeake Apartments.  The complex was constructed in 1985,
is similar in construction quality, and is located about 12 miles
northwest of the subject.  Like the subject and Lincoln shores,
this complex has a large number of one bedroom units (68%).  The
average unit size for this complex is slightly larger.

Comparable 4 was a sale of Stonegate Apartments, located about 14
miles northwest of the subject.  Stonegate is a 220 unit complex
that was constructed in 1991, but is similar in construction
quality.  Like comparable 2, this complex has a larger average
unit size, with a mix skewed toward two-bedroom units.

Comparable 5 was a sale of the Promenade at Carillon located
about 2 miles northwest of the subject.  This apartment complex
has 334 units, was constructed in 1994, and is superior in
overall construction quality.  The complex has a larger average
unit size, with a small number of three bedroom units and a
relatively equal but large distribution of one and two bedroom
units.

After adjustments the indicated price per unit was from $38,455
to $39,501, the indicated price per room was from $11,097 to
$11,747, and the indicated price per square foot was from $53.44
to $55.83. Due to the large adjustments required for each of the
comparables, all were given roughly equal weight in the final
analysis.

<PAGE>
Based on the cited data and analysis, the estimated value per
unit, per room and per square foot are shown as follows:

         379 Units       X  $38,000/Unit  =  $14,402,000

         1,232 Rooms     X  $11,500/Room  =  $14,168,000

         260,867 Sq.Ft.  X  $55.00/Sq.Ft. =  $14,347,685

The estimated values by the three approaches used, strongly
support one another are within a range, from low to high, of less
than 2%. Most buyers and seller place more emphases on the price
per unit, thus the estimated value by the price per unit method
was given slightly greater weight.

Indicated Value by the Sales Comparison Approach  $14,300,000
                                                  ===========
<PAGE>
               THE INCOME CAPITALIZATION APPROACH


The income capitalization approach relates to an investor's
thinking and motivation, as to the future benefits of ownership. 
This is the basic tool for the valuation of income producing real
estate.  It is based on the principle of substitution, which is
reflected in the definition of value as the present worth of all
the rights to future benefits accruing to ownership.  The income
producing property is typically purchased for investment purposes
and the projected net income stream is the critical factor
affecting this market value.

The income capitalization approach is practical only when the
income stream can be estimated.  This income estimate may be
developed and supported by a comparison in the local market.  An
investor purchasing income producing real estate is, in effect,
trading a sum of present dollars for a right to the stream of
future dollars.  There is a relationship between the two, and the
connecting link is the process of capitalization.  The function
of capitalization is to translate an income projection into a
present capital value indication.

The valuation by the income capitalization approach consists of
the following steps:

1.   Estimate the market rent for the subject property through a
     market analysis of competitive projects to arrive at a gross
     income estimate;

2.   Estimate the vacancy and collection losses for the income
     projection period;

3.   Deduct the estimated vacancy and collection losses and the
     annual operating expenses from the gross income estimate for
     an estimated net income before recapture;

4.   Determine the appropriate capitalization technique and
     gather market supported data for its application.

5.   Capitalize the resulting net income figure by an appropriate
     capitalization rate in order to obtain an indicated value of
     the property.

ESTIMATE OF MARKET RENT

The first step in the income capitalization approach is to
estimate the subject's market rent.  The following rent
comparables are considered the best indicators for the estimate
of market rent for the subject property.

<PAGE>
RENT COMPARABLE #1: Waterford





















Location:                10263 Gandy Boulevard
Number of Units:              384 Units
Average Unit Size:       850 Square Feet
Vacancy:                 86%
Year Built:              1989
Construction Type:       Frame, Average+ Cost, Average Condition

Recreation Facilities:   Clubhouse with Fitness Facility, Two 
                         Swimming Pools & Two Spas, Tennis, 
                         Racquetball, and Sauna

Features:                Standard Kitchen and Washer/Dryers
                         (Fireplaces in select units)

Rent      No.     Unit     Unit
Schedule:Units    Type     Size    Rent/Month Rent/Sq. Ft.

          200      1/1     724 S.F.  $565.00      $0.78

           20      1/1     755 S.F.  $575.00      $0.76

          144      2/2   1,015 S.F.  $715.00      $0.70

           20      2/2TH  1,015 S.F. $810.00      $0.80

Rent Concessions:   1/2 Off 1st Month Rent
Premiums:           View, Upstairs and End Units $10
                    Fireplaces $20-$30

<PAGE>
RENT COMPARABLE #2:  Promenade at Carillon




















Location:                540 Carillon Parkway
Number of Units:         334 Units
Average Unit Size:       969 Square Feet
Vacancy:                 95% (MOL)
Year Built:              1994
Construction Type:       Frame, Good+ Cost, Average Condition

Recreation Facilities:   Clubhouse with Fitness Facility,
                         Swimming Pool & Spa

Features:                Standard Kitchen


Rent      No.     Unit     Unit
Schedule:Units    Type     Size    Rent/Month Rent/Sq. Ft.

          60      1/1    679 S.F.   $579.00       $0.86

(8 w/Gar) 64      1/1    752 S.F.   $599.00       $0.80

          16      1/1    925 S.F.   $719.00       $0.78

          40      2/2  1,005 S.F.   $749.00       $0.75

(10 w/Gar)70      2/2  1,040 S.F.   $769.00       $0.74

(2 2/Gar) 44      2/2  1,200 S.F.   $849.00       $0.71

(4 w/Gar) 40      3/2  1,369 S.F. $1,059.00       $0.77

Rent Concessions:   1st Month Free
Premiums:           Washer/Dryer $30, Alarms $10, Garage $90

<PAGE>
RENT COMPARABLE #3: Bridgewater Place





















Location:                115 112th Avenue Northeast
Number of Units:         260 Units
Average Unit Size:       941 Square Feet
Vacancy:                 93%
Year Built:              1989
Construction Type:       Frame, Average+ Cost, Average Condition
     
Recreation Facilities:   Clubhouse with Fitness Facility, Two
                         Swimming Pools & Two Spas, Tennis
                         Courts, and Sauna

Features:                Standard Kitchen (Fireplaces in select
                         units)

Rent       No.    Unit       Unit
Schedule: Units   Type       Size    Rent/Month  Rent/Sq. Ft.

           36     1/1      663 S.F.   $585.00       $0.88

           80     1/1      811 S.F.   $640.00       $0.79

           40     1/1/D    938 S.F.   $730.00       $0.78

           76     2/2    1,109 S.F.   $820.00       $0.74

           28     3/2    1,215 S.F.   $950.00       $0.78


Rent Concessions:   $300 1-Bedrooms and $500 2-Bedrooms
Premiums:           Sunken Living Rooms, Vaulted Ceilings and
                    Fireplaces $10-$20

<PAGE>
RENT COMPARABLE #4: West Port Colony



















Location:                190 112th Avenue North
Number of Units:         324 Units
Average Unit Size:       813 Square Feet
Vacancy:                 92%
Year Built:              1989
Construction Type:       Frame, Average+ Cost, Average Condition

Recreation Facilities:   Clubhouse with Fitness Facility,
                         Swimming Pool, Spa, Tennis Courts,
                         Racquetball Court, and Sauna

Features:                Standard Kitchen (Fireplaces and
                         Washer/Dryers in select units)


Rent      No.     Unit     Unit
Schedule:Units    Type     Size    Rent/Month Rent/Sq. Ft.

          72      1/1    550 S.F.   $485.00       $0.88

          34      1/1    677 S.F.   $565.00       $0.83

          86      1/1    782 S.F.   $610.00       $0.78

          48      2/2    918 S.F.   $690.00       $0.75

          48      2/2    970 S.F.   $740.00       $0.76

          24      2/2  1,145 S.F.   $850.00       $0.74

          12      3/2  1,280 S.F.   $945.00       $0.74

Rent Concessions:   1st Month Free
Premiums:           Washer/Dryer $40, View $25, Fireplace $15

<PAGE>
RENT COMPARABLE #5: Post Bay




















Location:                11901 4th Street North
Number of Units:         312 Units
Average Unit Size:       890 Square Feet
Vacancy:                 97%
Year Built:              1989
Construction Type:       Frame, Average+ Cost, Average Condition

Recreation Facilities:   Clubhouse with Fitness Facility,
                         Swimming Pool, Spa, and Garage Parking

Features:                Standard Kitchen (Washer/Dryers in
                         select units)


Rent      No.     Unit     Unit
Schedule:Units    Type     Size    Rent/Month Rent/Sq. Ft.

          Unk     Studio   560 S.F. $500.00       $0.89

          Unk     1/1    630 S.F.   $530.00       $0.84

          Unk     1/1    750 S.F.   $620.00       $0.83

          Unk     2/1    970 S.F.   $735.00       $0.76

          Unk     2/2  1,150 S.F.   $850.00       $0.74

          Unk     2/2  1,280 S.F.   $880.00       $0.69


Rent Concessions:   1st Month Free
Premiums:           Washer/Dryer $25, Covered Parking $100,
                    View $10
<PAGE>
                       COMPARABLE RENTALS
<PAGE>
<TABLE>
                                                     Comparable Rent Analysis
                                                   One Bedroom Apartment (Small)
<CAPTION>
                      Subject          Waterford            Promenade         Bridgewater   West Port Colony         Post Bay
                       Data           Data  Adjst.         Data  Adjst.       Data  Adjst.       Data  Adjst.       Data  Adjst.
<S>              <C>          <C>            <C>  <C>             <C>  <C>           <C> <C>           <C>   <C>            <C>
Complex Size             379           384                  334                 260               324                312
Number                   128           200                   60                  36                72            Unknown
Unit Type          1 Bedroom     1 Bedroom            1 Bedroom           1 Bedroom         1 Bedroom          1 Bedroom
Baths                 1 Bath        1 Bath               1 Bath              1 Bath            1 Bath             1 Bath
Monthly Rent            $490          $565                 $579                $585              $485               $530
Size                     513           724   -20            670   -15           663   -15         550                630    -10
Rent/Sq. Ft.           $0.96         $0.78                $0.86               $0.88             $0.88              $0.84

Qlty/Cndt          Av-Gd/Av+     Av-Gd/Av+             Good/Av+   -10     Av-Gd/Av+         Av-Gd/Av+          Av/Gd/Av+
Year Built              1988          1989                 1994                1989              1989               1989
Equipment          Full Appl     Full Appl            Std. Ktch     5     Std. Ktch     5   Std. Ktch      5   Std. Ktch      5
Location                Good          Good                 Good                Good              Good               Good
Concessions               No     1/2 Month   -23      1st Month   -48          $300   -25   1st Month    -40   1st Month    -44
Occupancy                97%           86%                  95%                 93%               92%                97%
Amenities            Average       Average              Average             Average           Average            Average
Utilities        Wtr/Sew/Trs   Wtr/Sew/Trs                 Trsh    20   Wtr/Sew/Trs       Wtr/Sew/Trs        Wtr/Sew/Trs
Cov. Parking              No            No           Gar(extra)                  No                No         Gar(extra)

Rents                                       $522                 $531                $550               $450               $481
                                           $0.72                $0.79               $0.83              $0.82              $0.76

Estimated Subject Rent                $490
</TABLE>


<PAGE>
<TABLE>
                                                     Comparable Rent Analysis
                                                   One Bedroom Apartment (Large)
<CAPTION>
                      Subject          Waterford            Promenade         Bridgewater   West Port Colony         Post Bay
                       Data           Data  Adjst.         Data  Adjst.       Data  Adjst.       Data  Adjst.       Data  Adjst.
<S>              <C>          <C>            <C>  <C>             <C>  <C>           <C> <C>           <C>   <C>            <C>
Complex Size             379           384                  334                 260               324                312
Number                   156           200                   60                  80                34            Unknown
Unit Type          1 Bedroom     1 Bedroom            1 Bedroom           1 Bedroom         1 Bedroom          1 Bedroom
Baths                 1 Bath        1 Bath               1 Bath              1 Bath            1 Bath             1 Bath
Monthly Rent            $565          $565                 $599                $640              $565               $530
Size                     713           724                  752                 811   -10         677      5         630       
Rent/Sq. Ft.           $0.79         $0.78                $0.80               $0.79             $0.83              $0.84

Qlty/Cndt          Av-Gd/Av+     Av-Gd/Av+             Good/Av+   -10     Av-Gd/Av+         Av-Gd/Av+          Av/Gd/Av+
Year Built              1988          1989                 1994                1989              1989               1989
Equipment          Full Appl     Full Appl            Std. Ktch     5     Std. Ktch     5   Std. Ktch      5   Std. Ktch      5
Location                Good          Good                 Good                Good              Good               Good
Concessions               No     1/2 Month   -23      1st Month   -50          $300   -25   1st Month    -47   1st Month    -44
Occupancy                97%           86%                  95%                 93%               92%                97%
Amenities            Average       Average              Average             Average           Average            Average
Utilities        Wtr/Sew/Trs   Wtr/Sew/Trs                 Trsh    20   Wtr/Sew/Trs       Wtr/Sew/Trs        Wtr/Sew/Trs
Cov. Parking              No            No           Gar(extra)                  No                No         Gar(extra)

Rents                                       $542                 $564                $610               $528               $491
                                           $0.75                $0.75               $0.75              $0.78              $0.78

Estimated Subject Rent                $565
</TABLE>


<PAGE>
<TABLE>
                                                     Comparable Rent Analysis
                                                     One Bedroom/Den Apartment
<CAPTION>
                      Subject          Waterford            Promenade         Bridgewater   West Port Colony         Post Bay
                       Data           Data  Adjst.         Data  Adjst.       Data  Adjst.       Data  Adjst.       Data  Adjst.
<S>              <C>          <C>            <C>  <C>             <C>  <C>           <C> <C>           <C>   <C>            <C>
Complex Size             379           384                  334                 260               200                312
Number                    27           144                   40                  40                48            Unknown
Unit Type          1 Bed/Den     2 Bedroom            2 Bedroom           1 Bed/Den         2 Bedroom          2 Bedroom
Baths                 1 Bath        2 Bath   -10         2 Bath   -10        1 Bath            2 Bath    -10      1 Bath
Monthly Rent            $640          $715                 $749                $730              $690               $735
Size                     841          1015   -15           1005   -15           938   -10         918    -10         970    -10
Rent/Sq. Ft.           $0.76         $0.70                $0.75               $0.78             $0.75              $0.76

Qlty/Cndt          Av-Gd/Av+     Av-Gd/Av+             Good/Av+   -10     Av-Gd/Av+         Av-Gd/Av+          Av/Gd/Av+
Year Built              1988          1989                 1994                1989              1989               1989
Equipment          Full Appl     Full Appl            Std. Ktch     5     Std. Ktch     5   Std. Ktch      5   Std. Ktch      5
Location                Good          Good                 Good                Good              Good               Good
Concessions               No     1/2 Month   -29      1st Month   -62          $300   -58   1st Month    -58   1st Month    -61
Occupancy                97%           86%                  95%                 93%               92%                97%
Amenities            Average       Average              Average             Average           Average            Average
Utilities        Wtr/Sew/Trs   Wtr/Sew/Trs                 Trsh    20   Wtr/Sew/Trs       Wtr/Sew/Trs        Wtr/Sew/Trs
Cov. Parking              No            No           Gar(extra)                  No                No         Gar(extra)

Rents                                       $661                 $677                $700               $617               $669
                                           $0.65                $0.67               $0.75              $0.67              $0.69

Estimated Subject Rent                $640
</TABLE>


<PAGE>
<TABLE>
                                                     Comparable Rent Analysis
                                                       Two Bedroom Apartment
<CAPTION>
                      Subject          Waterford            Promenade         Bridgewater   West Port Colony         Post Bay
                       Data           Data  Adjst.         Data  Adjst.       Data  Adjst.       Data  Adjst.       Data  Adjst.
<S>              <C>          <C>            <C>  <C>             <C>  <C>           <C> <C>           <C>   <C>            <C>
Complex Size             379           384                  334                 260               324                312
Number                    68           144                   40                  76                48            Unknown
Unit Type          2 Bedroom     2 Bedroom            2 Bedroom           2 Bedroom         2 Bedroom          2 Bedroom
Baths                 2 Bath        2 Bath               2 Bath              2 Bath            2 Bath             2 Bath
Monthly Rent            $710          $715                 $749                $820              $690               $850
Size                     901          1015   -10           1005   -10          1109   -20         918               1150    -25
Rent/Sq. Ft.           $0.79         $0.70                $0.75               $0.74             $0.75              $0.74

Qlty/Cndt          Av-Gd/Av+     Av-Gd/Av+             Good/Av+   -10     Av-Gd/Av+         Av-Gd/Av+          Av/Gd/Av+
Year Built              1988          1989                 1994                1989              1989               1989
Equipment          Full Appl     Full Appl            Std. Ktch     5     Std. Ktch     5   Std. Ktch      5   Std. Ktch      5
Location                Good          Good                 Good                Good              Good               Good
Concessions               No     1/2 Month   -29      1st Month   -62          $500   -41   1st Month    -47   1st Month    -70
Occupancy                97%           86%                  95%                 93%               92%                97%
Amenities            Average       Average              Average             Average           Average            Average
Utilities        Wtr/Sew/Trs   Wtr/Sew/Trs                 Trsh    20   Wtr/Sew/Trs       Wtr/Sew/Trs        Wtr/Sew/Trs
Cov. Parking              No            No           Gar(extra)                  No                No         Gar(extra)

Rents                                       $676                 $692                $764               $637               $760
                                           $0.67                $0.69               $0.69              $0.69              $0.66

Estimated Subject Rent                $710
</TABLE>


<PAGE>
The five rental properties used in the report are all considered
to directly compete with the subject complex. All five rent
comparables are located within two miles of the subject and all
are reasonably similar in quality and condition.

In comparison with the subject apartment complex, the rent
comparables generally have overall similar amenity packages, but
have larger average unit sizes and are all offering concessions. 
Rent concessions in the area are typical and appear to have
influence on effective rental rates.  Only Comparable 1, like the
subject, offers washers and dryers in each of the units.  Rent
comparable 3 was the only complex to have a one-bedroom one-bath
den unit, like the subject.

The current base asking rent is $490 a month for the small one -
bedroom units, $565 a month for the large one-bedroom units, $640
a month for the one-bedroom/den units, and $710 a month for the
two-bedroom units. Additional rent of $15 to $25 is charged for
lake views.  A review of the July 19, 1996 rent roll indicates
that the existing rent levels are in line with current base
asking rents.  The lag in market rent increases is offset by the
additional rent charges.  The rental rates for the competing
properties indicate some rent premiums are paid for views.  A
copy of the current rent roll is provided at the addendum of the
report.  A summary of the rent roll is provided as follows.

     One-Bedroom (S) One-Bedroom (L) One-Bedroom (Den) Two-
Bedroom


Low Rent     $475           $515           $615         $675
High Rent    $540           $625           $745         $770
Mean Rent    $493           $560           $655         $713
Median Rent  $490           $563           $650         $710
Mode Rent    $495 (30/128)  $565 (36/156)  $650 (5/27)  $715 (14/68)
Vacant/%     10/7.8%        8/5.1%         1/3.7%       4/5.9%

After adjustments, the comparables have indicated monthly rents
between $450 and $550 a month for the small one bedroom units,
between $491 and $610 a month for the large one bedroom units,
between $617 and $700 a month for the one bedroom den units, and
between $637 and $764 a month for the two bedroom units.  Based
on the cited rent comparables, the market rents for the subject
property are estimated at $490 a month for the small one bedroom
units, $565 a month for the large one bedroom units, $640 a month
for the one bedroom den units, and $710 a month for the two
bedroom units.  The projected rents are reasonably close to the
mean of the adjusted rent range and are consistent with current
asking rents.


Vacancy and Collection Losses:

Vacancy and collection loss is estimated at 7% on a stabilized
basis.  The five rent comparables had vacancy rates from about 3%
to 14%.  At the time of inspection, it was reported that the
subject had about 11 vacant unrented units, but typically
maintains a vacancy rate of roughly 6%.  The subject property has
three models, but no occupied nonrevenue producing units.  It is,
however, typically for the on-site manager to receive a two-
bedroom unit free of charge.  Documented historical vacancy and
collection loss for the subject complex has ranged from 5.2% to
7.0% over the last two and a half years.


Other Income:

In addition to the rent income from the apartment units, other
income is generated in the form of deposit forfeitures, laundry
and vending income, pet fees, lost key fees, etc.  When compiled,
these sources of income typically generate approximately 1% to 3%
of gross apartment rental income.  Other income for the subject
property has ranged from 2.1% to 3.4% and is estimated at the
upper portion of the range, at 3% of rent income.


Expenses:

In order to estimate operating expenses, income and expense
information for both the subject apartment complex and other
apartment complexes located in the area have been analyzed. 
Documentation for the subject property consisted of a two and a
half year operating history.

Overall expenses for apartment complexes with more than 150 units
typically range from 35% to 50% of effective gross income or
approximately $2,700 to $3,200 per unit.  The expenses estimated
for the subject result in an expense ratio of 47.15%, or $3,095
per unit.  The expenses for the subject property are within the
predominant range.


Real Estate Taxes:

The 1996 proposed assessed tax value for the subject property is
$11,614,200.  This estimated expense also considers the
assessments of several comparable properties.  Assessments tend
to be below actual market value of the property.  The following
comparables have been used due to their similarity with the
subject property.

     Complex              Assessment        Per Unit

     Waterford            $15,048,900       $39,190
     Bridgewater Place    $10,677,800       $41,068
     West Port Colony     $12,424,800       $38,348
     Subject              $11,614,200       $30,644

Taking into account the smaller average unit size of the subject,
the 1996 assessed value of $11,614,200 for the subject property
would appear reasonable.

The 1996 proposed millage rate for the subject neighborhood is
25.6430 and the proposed gross tax liability is $297,823. 
Millage rates and assessed values have generally been relatively
stable over the past two years.  It is estimated that the
projection period real estate taxes will be slightly higher than
the 1996 real estate taxes.  The projected real estate taxes for
the subject are estimated at $1.15 a square foot or $299,997.


Insurance:

Insurance costs typically range from $0.18 to $0.22 a square foot
depending on such consideration as type of construction, project
size, co-insurance clauses and location.  The insurance expense
for 1995 was reported at $59,378 however annualized 1996 is
$40,670.  The insurance for the subject property is, therefore,
estimated at $0.20 a square foot or $52,173.


Management Fees:

Management fees, charged by professional management firms, range
from 4% to 6% of effective gross income depending on project
size, condition and general rent levels.  Considering the current
rental rates and size of the subject property in comparison with
other rental properties in the Tampa Bay area, the management
expense is estimated at 5.0% of effective gross income. The
subject property is professionally managed by Decade Properties,
who's management fee has ranged from 7.5% to 8.7% of effective
gross income.  It was reported that the fee was above market in
lieu of up-front investor syndication costs.


General and Administrative Expenses:

This expense category includes those items necessary for on site
administration of the property such as administrative salaries,
supplies, telephone, etc.  Again this could vary substantially
due to overall size of the complex and the efficiency of
management.  The general and administrative expense is estimated
to be $1.10 a square foot or $286,954.  Historically the general
and administrative cost for the subject has ranged from $278,023
to $296,006.  Most apartment complexes the size of the subject
operate efficiently with 7 to 10 employees.  The subject property
currently has 13 employees.  Four carpenters are currently
employed by the complex on a temporary basis to replace the
untreated wood around all of the balconies with new pressure
treated wood.  It was reported that $100,000 was budgeted in 1996
to replace the wood around the balconies and is about half way
completed.


Utilities:

All units are individually metered for electrical service.  The
expenses charged generally include common area electrical service
and water, sewer, and trash removal for the entire property.
Typically, utility expenses are from $400 to $650 a unit on an
annual basis.  The utility expense is estimated at $0.60 a square
foot or $413 a unit ($156,520).  Historical utility expenses have
ranged from $143,415 to $153,231.


Maintenance:

This expense category includes normal costs for both interior and
exterior building maintenance and grounds maintenance.  It is
expected that the maintenance expense for the subject would fall
within a range of $0.80 to $1.00 a square foot.  In review of
historical maintenance costs, the maintenance expense is
estimated at $0.90 a square foot.


Marketing:

The marketing expense for yellow page listings, periodic
newspaper advertisements and listings in apartment rental
publications, and is estimated to be about $0.07 a square foot.


Reserves:

Reserves are used to annualize future costs of major maintenance
or replacement (short-lived) items.  The managers and/or owners
of most rental properties in the Tampa Bay area generally set
aside little or no reserves for future capital expenditures.  For
this reason, the reserves typically do not meet future capital
requirements.  The calculation showing the estimated annual
reserves needed to repair or replace short-lived items is shown
as follows.  The analysis assumes that increases in replacement
costs will be offset by interest earned on the reserve account.

<PAGE>


                                     Reserves               Reserves
                                     Based on               Based on
                          Remaining  Remaining     Total      Total
Structural  Replacement   Economic   Economic    Economic   Economic
Component      Cost     /   Life   =   Life    /   Life   =   Life
______________________________________________________________________

Roofs        $  163,263 /    12    = $ 13,606  /     20   =   $ 8,163
Appliances   $1,050,000 /     8    = $131,250  /     15   =  $ 70,000
HVAC         $  525,860 /     8    = $ 65,733  /     15   =  $ 35,057
Flooring     $  315,516 /     3    = $105,172  /      5   =  $ 63,103
                                     $315,761                $176,323

Estimated Cost Per Unit (379 Units)  =   $833          $465

The estimated reserve expense of $833 a unit reflects the
reserves that are now required due to the lack of past
contributions to a reserve account.  The estimated reserve
expense of $465 a unit     reflects the contributions that would
have been necessary if the reserve account had originally been in
place.

For the purpose of this report, the reserve expense is for
illustration purposes only and will not be included in either the
direct capitalization estimate or the discounted cash flow
analysis. In order for reserves to be an expense item, the
expenses for the improved comparables would need to be adjusted
upward, thus causing a decrease in the indicated capitalization
rates.  Both methods will result in the same value estimates.


ANALYSIS OF OPERATING HISTORY:

The operating history for the subject indicates that revenues
have increased by about 2% a year.  Expenses over the two and a
half year period fluctuated from 48.7% to 51.1% of effective
gross income.  The projected expense ratio is lower due primarily
to the lower projected market management fee.

As follows is a summary of the reconstructed income and operating
statements for 1994 through 1996 (annualized), and a projection
for upcoming year.  The projected income and expense figures are
consistent with figures found in the direct capitalization and
discounted cash flow analysis.



<PAGE>
<TABLE>
                                                         OPERATING HISTORY
<CAPTION>

<S>                              <C>          <C>    <C>          <C>    <C>          <C>   <C>                <C>        <C>
Potential Gross Income            $2,450,377          $2,534,428          $2,574,581         $2,597,040         $6,842     $9.96
Vacancy & Collection Loss            128,187  5.2%       160,649  6.3%       180,621  7.0%      181,793          7.00%     7.00%
Rent Income                       $2,322,190          $2,373,779          $2,393,960         $2,415,247         $6,373     $9.26
Other Income                          47,962  2.1%        54,178  2.3%        80,973  3.4%       72,457          3.00%     3.00%
Effective Gross Income            $2,370,152          $2,427,957          $2,474,933         $2,487,704         $6,564     $9.54
Percent Increase                                            2.4%                1.9%               0.5%

Expenses:
 Real Estate Taxes                  $304,842            $298,528            $297,823  *         299,997           $792     $1.15
 Insurance                            29,964              59,378              40,670             52,173           $138     $0.20
 Management                          207,292  8.7%       188,428  7.8%       185,985  7.5%      124,385           $328     5.00%
 General & Administrative            278,023             296,006             278,107            286,954           $757     $1.10
 Utilities                           143,415             153,231             152,757            156,520           $413     $0.60
 Maintenance & Repairs               223,449             225,747             230,887            234,780           $619     $0.90
 Marketing                            21,857              17,629              19,719             18,261            $48     $0.07
Total Expenses                    $1,205,842          $1,239,947          $1,205,948         $1,173,070         $3,095     $4.50
Percent Increase                                            2.8%               -2.7%              -2.7%
Percent of Income                      50.9%               51.1%               48.7%              47.2%
Net Operating Income              $1,164,310          $1,188,010          $1,268,985         $1,314,634         $3,469     $5.04


*Based on Public Tax Information
</TABLE>
<PAGE>


The rent roll, dated July 19, 1996 indicates rent income from
existing leases at $202,462 a month (excluding vacant units). 
Based on a straight line projection, the effective gross income
is calculated as follows.

          $202,462  X    12 Months =         $2,429,544
          Other Income   (3.0%)                  72,886
                                             ----------
          Annual Straight Line Projection    $2,502,430

This straight line projection of $2,502,430 compares reasonably
well with the projected effective gross income of $2,487,704.


DIRECT CAPITALIZATION

The last item needed to complete the summary of the income
capitalization approach is deriving the capitalization rate
(O.A.R.).  Direct Capitalization is the process of converting
income into value either by dividing the net income by an overall
rate or by multiplying the potential or effective gross income by
a multiplier.

When valuing property by direct capitalization, it is essential
that the market comparables reflect risk, income, expenses, and
physical characteristics similar to those of the property being
appraised.  An overall capitalization rate is established by
dividing a comparable's estimated net operating income by its
selling price.  The basic mathematical formula for deriving this
overall rate is as follows:

               Net Operating Income
               --------------------     =    O.A.R.               
               Selling Price

Income and expense information was available for three of the
five comparables used in the sales comparison approach. 
Comparable 3 (Chesapeake Apartments) sold at a 9.32%
capitalization rate, comparable 4 (Stonegate Apartments) sold at
a 9.35% capitalization rate, and comparable 5 (Promenade at
Carillon) sold at a 9.20% capitalization rate.  While income and
expense information was not available for comparable 1 (Lincoln
Shores), it was reported that the capitalization rate was well
above 9% apparently due to necessary capital improvements.  Based
on conversations with Paul Wikle, CCIM, of Wikle Properties, and
John D. Selby CCIM of CB Commercial it was indicated that
capitalization rates for 1990 vintage institutional grade
apartment properties are in the 8.5% to 9.0% range, 1980 vintage
institutional grade apartment properties are in the 9.0% to 9.5%
range, and 1970 vintage institutional grade apartment properties
are in the 9.5% to 10.0% range.

Considering that the subject complex has good occupancy and is
well maintained, it is believed that an appropriate
capitalization rate for the subject would fall at the middle of
the range for 1980 vintage institutional grade apartment
properties.  Based on the above analysis, the overall rate for
the subject by market extraction is estimated at 9.25%.


BAND OF INVESTMENT

Another type of direct capitalization is the band of investment
technique.  This technique builds a capitalization rate by
extracting information from the market.  The information which is
extracted is the equity investors component (equity dividend
rate) and the mortgage component (mortgage constant).

Conversations with area lenders indicate that conventional
financing could be obtained for a property such as the subject at
an interest rate of about 8.5% fixed .  The typical loan is
amortized over 25 years with a five year balloon.  The typical
loan to value ratio for a property such as the subject is about
80% and the typical required debt coverage ratio is about 1.20.

Based on the current investment rate available in the market the
equity dividend rate for the subject is estimated at 7%.


Assumptions

Mortgage Constant:       (8.50%, 25 years)             0.096627
Equity Dividend Rate:                                      0.07

Mortgage                 0.80      x    0.096627  =    0.07730
Equity                   0.20      x    0.070000  =    0.01400
                                                       -------
                                                       0.09330
                                        Rounded           9.13%


DEBT COVERAGE RATIO

Another way of estimating an overall capitalization rate is by
using the typical debt service coverage ratio required by lenders
and multiplying this figure by the loan to value ratio and then
by the mortgage constant.  Conversations with area lenders
indicated that they would typically require a debt coverage ratio
of l.20 on a property such as the subject.  Using the above data,
the overall rate by the debt coverage ratio formula is estimated
as follows:

     DCR            LV             MC             OAR

     1.20           80%            .0966     =    .0927 or 9.27%

DCR  =    Debt Coverage Ratio
LV   =    Loan to Value Ratio
MC   =    Annualized Mortgage Constant
OAR  =    Overall Capitalization Rate


The three techniques indicate overall capitalization rates for
the subject at 9.25%, 9.13% and 9.27% respectively.  Typically
newer properties in good condition command lower overall rates
while older properties in poor condition command higher overall
rates. Also, another major factor which influences overall rates
is risk. The riskier the project or property, the higher the
overall rate.

The overall rate of 9.25% by market extraction is given the most
weight.  The overall rates by both the band of investment and the
debt coverage ratio lend good support to the overall rate by
market extraction.  These two techniques, however are only given
secondary weight because the data used in these techniques can
change daily. Therefore, based on the above analysis the overall
rate for the subject is estimated at 9.25%.

Based on the cited data and above analysis, the market value of
the
subject by direct capitalization is estimated as follows:
<PAGE>
          SUMMARY OF THE DIRECT CAPITALIZATION APPROACH


Potential Gross Income

          128  (1)  1/1       $490.00                    $752,640

          156  (2)  1/1       $565.00                  $1,057,680

          27   (3)  l/lD      $640.00                     207,360

          68   (4)  2/2       $710.00                     579,360
                                                      -----------

     Total Potential Gross Income                       2,597,040

Vacancy and Collection Loss      7.00%                    181,793
                                                      -----------

Total Rent Income                                       2,415,247

Other Income                     3.00%                     72,457
                                                      -----------

Effective Gross Income                                  2,487,704

Expenses

Real Estate Taxes                                         299,997
Insurance                                                  52,173
Management                                                124,385
General & Administrative                                  286,954
Utilities                                                 156,520
Maintenance                                               234,780
Marketing                                                  18,261
                                                      -----------

     Total Expenses             47.15%                  1,173,070
                                                      -----------

Net Operating Income                                   $1,314,634
                                                      ===========

Capitalization Rate                                          9.25

ESTIMATE OF VALUE BY THE INCOME APPROACH              $14,212,259

               Rounded to:                            $14,200,000
                                                      ===========
<PAGE>
Discounted Cash Flow Analysis:

The discounted cash flow analysis is an additional income
capitalization approach method of valuing an income producing
apartment complex.  This method involves projecting an income
stream for the property over a period of time and converting the
cash flow to a present value.  In this case, we have projected
the cash flow over a 10 year holding period which is generally
the maximum time a project is held due to deterioration of tax
benefits.

Income and expenses for the first year of the cash flow analysis
are estimated as previously described in the direct
capitalization approach.  The sales price at the end of the
period (reversion) is estimated based on the eleventh year net
operating income capitalized at 9.75%.  From this is deducted a
sale expense estimated at 5%.

The major assumption in this approach is that growth in both
income and expenses are estimated at 2% a year.  The stabilized
vacancy rate is estimated at 7% and is supported by the recent
market trends.  The 2% income and expense increases are
consistent with historical increases, as well as, the current
trend in the consumer price index (CPI).  These estimates are
based on current market experience and may vary widely over time,
thus pointing out the major weakness of this approach.

Two separate techniques are used reflecting, 1) an unleveraged
deal and 2) a leveraged deal.

1)   In the first technique, an unleveraged deal, the net
operating income and the net proceeds of sale are discounted to
present value.  This discount rate is based on expected internal
rates of return by investors on various types of unleveraged
properties.  We have chosen a discount rate of 11.0% based on the
risk and an analysis of similar real estate investments.  A
survey in the December 1995 issue of Appraiser News, published by
the Appraisal Institute, indicates required internal rates of
return for apartment properties at about 10.0% to 13.0%.

2)   The second technique, a leveraged deal, incorporates debt
service and loan payoff into the calculations.  For the purposes
of this analysis a $11,337,675 loan (1.20 DCR) is assumed at
8.50% for 25 years.  The resulting cash flow and proceeds at sale
are discounted to present value, to arrive at a value of the
equity investment.  This is then added to the original mortgage
amount to arrive at a value for the subject.  Due to the higher
risk associated with the equity in a leveraged deal, a discount
rate of 16.00% is considered appropriate.

In order to check the internal rate of return relative to the
capitalization rate, a basic value change formula is used.  As
can be determined from the following analysis, the 11.00% and
16.00%  yield rates appear reasonable.


The Basic Value Change Formula

UNLEVERAGED DEAL
Yo  =  Ro +  [delta] a

Ro  =  9.25%
[delta] a  =  CR  =  Compounded Rate of Income Change  =  2.00%

Yo  =  9.25% + 2.00%  =  11.25%


LEVERAGED DEAL

Ye = Re +  [delta] a

Re = 7.00%
[delta] a = CR = Compounded Rate of Income Change = 8.99%

Ye = 7.00% + 8.99% = 15.99%

Based on this analysis, the 10 year projected pro forma and the
present value of the resulting cash flows, before and after, debt
service can be calculated, as follows:

<PAGE>
<TABLE>
                                                    MULTIFAMILY INCOME PROFORMA

Project:  Pelican Sound            Location: 10200 Gandy Boulevard         Date:          08/28/96
Gross Income Estimate:
<CAPTION>
Unit Type        No.        Rent/Mo.        Rent/Yr.    Vacancy Rate:           7.00%       Expenses:
                                                        Other Income:           3.00%
<S>             <C>          <C>          <C>           <C>                    <C>         <C>              <C>
(1) 1/1          128           $490.00      $752,640    Income Growth:          3.00%       R.E. Taxes        $1.15       /Sq.Ft.
                                                        Expense Growth:         2.00%       Insurance         $0.20       /Sq.Ft.
(2) 1/1          156           $565.00    $1,057,680    Reversion:                          Management         5.00%      EGI
                                                         Cap. Rate:             9.75%       Utilities         $0.60       /Sq.Ft.
(3) 1/1E          27           $640.00      $207,360     Sales Expense:         5.00%       Maintenance       $0.90       /Sq.Ft.
                                                        Mortgage:                           Marketing         $0.07       /Sq.Ft.
(4) 2/2           68           $710.00      $579,360     Amount:          $11,337,675       Gen. & Admin.     $1.10       /Sq.Ft.
                                                         Interest Rate:         8.50%
                                                         Amortization:             25
Potential Gross Income:                   $2,697,040     Debt Serv.        $1,095,528       Total Sq. Ft.                 260,867
                                                         Bal. year 10      $9,270,881
<CAPTION>
==================================================================================================================================

                  Year 1    Year 2      Year 3     Year 4     Year 5     Year 6      Year 7    Year 8      Year 9        Year 10

==================================================================================================================================
<S>            <C>        <C>         <C>        <C>        <C>         <C>         <C>         <C>         <C>        <C>
Gross Income   $2,597,040 $2,648.981  $2,701,960 $2,756,000 $2,811,120  $2,867,342  $2,924,689  $2,983,183  $3,042,846 $3,103,703
Vacancy
 & Collection    $181,793   $185,429    $189,137   $192,920   $196,778    $200,714    $204,728    $208,823    $212,999   $217,259

Rent Income    $2,415,247 $2,463,552  $2,512,823 $2,563,080 $2,614,342  $2,666,628  $2,719,961  $2,774,360  $2,829,847 $2,886,444
Other Income      $72,457    $73,907     $75,385    $76,892    $78,430     $79,999     $81,599     $83,231     $84,895    $86,593

Eff. Gross
 Income        $2,487,704 $2,537,459  $2,588,208 $2,639,972 $2,692,772  $2,746,627  $2,801,560  $2,857,591  $2,914,742 $2,973,037

Expenses:
 R.E. Taxes      $299,997   $305,997    $312,117   $318,359   $324,726    $331,221    $337,845    $344,602    $351,494   $358,524
 Insurance        $52,173    $53,216     $54,281    $55,366    $56,474     $57,603     $58,755     $59,930     $61,129    $62,352
 Management      $124,385   $126,873    $129,410   $131,999   $134,639    $137,331    $140,078    $142,880    $145,737   $148,652
 Gen. & Admin.   $286,954   $292,693    $298,547   $304,518   $310,608    $316,820    $323,157    $329,620    $336,212   $342,937
 Utilities       $156,520   $159,650    $162,843   $166,100   $169,422    $172,811    $176,267    $179,792     $83,388   $187,056
 Maintenance     $234,780   $239,476    $244,265   $249,150   $254,133    $259,216    $264,400    $269,688    $275,082   $280,584
 Marketing        $18,261    $18,626     $18,999    $19,379    $19,766     $20,162     $20,565     $20,976     $21,396    $21,824

Total Expenses $1,173,070 $1,196,532  $1,220,462 $1,244,871 $1,269,769  $1,295,164  $1,321,068  $1,347,489  $1,374,439 $1,401,928

Net. Oper.
 Income        $1,314,634 $1,340,927  $1,367,746 $1,395,100 $1,423,003  $1,451,463  $1,480,492  $1,510,102  $1,540,304 $1,571,110

Debt Service   $1,095,528 $1,095,528  $1,095,528 $1,095,528 $1,095,528  $1,095,528  $1,095,528  $1,095,528  $1,095,528 $1,095,528

Cash Flow      $  219,106   $245,399    $272,218   $299,572   $327,474    $355,934    $384,964    $414,573    $444,775   $475,581
</TABLE>
<PAGE>
                  DISCOUNTED CASH FLOW ANALYSIS


Cash Flow Summary:

                                N.O.I.                  Cash Flow

     Year 1                   $1,314,634                 $219,106
     Year 2                    1,340,927                  245,399
     Year 3                    1,367,746                  272,218
     Year 4                    1,395,100                  299,572
     Year 5                    1,423,003                  327,474
     Year 6                    1,451,463                  355,934
     Year 7                    1,480,492                  384,964
     Year 8                    1,510,102                  414,573
     Year 9                    1,540,304                  444,775
     Year 10                   1,571,110                  475,581


Reversion:

     Est. Sales Price          16,436,224              16,436,224
     Sales Expenses               821,811                 821,811
     Mortgage Payoff                                     9,270,88
                              -----------            ------------
     Net Proceeds             $15,614,413              $6,343,533
                              ===========            ============

Discount Rate:                     11.00%                  16.00%

Present Value:

     Equity                   13,835,237                2,938,513
     Mortgage                                          11,337,675
                              -----------            ------------
     Total Present Value     $13,835,237              $14,276,188

          Rounded to:        $13,800,000              $14,300,000
                             ============            ============


This analysis uses two different assumptions to arrive at an
estimate of value.  The first is based on an unleveraged
investment in the property and does not use the mortgage in the
overall calculation.  It is the present value of the Net
Operating Income cash flows and reversion proceeds.  The second
method incorporates the mortgage into the calculations to arrive
at a present value of the equity investment, to which is added
the original mortgage amount.

Summary of the Income Capitalization Approach

Three methods have been used to derive a value by the income
capitalization approach: capitalized net operating income,
discounted cash flow (DCF) analysis - unleveraged and discounted
cash flow (DCF) analysis - leveraged.  These methods have yielded
the following results:

         Capitalized Net Income:            $14,200,000

         DCF-unleveraged:                   $13,800,000

         DCF-leveraged:                     $14,300,000

As indicated earlier, the discounted cash flow analysis methods
are based on the necessary assumptions as to income and expense
growth over the holding period.  While every effort has been made
to make an accurate projection, this estimate could be subject to
wide fluctuations over time.  For this reason, these methods were
given slightly less weight in the final analyzes.

The capitalized net income method is more closely related to
actual market transactions, in that the capitalization rate is
market derived.  It does not require an opinion of future
movement of income and expenses, but tends to reflect the markets
perceptions as to future trends.

Therefore, based on the foregoing analysis, the value indication
by the income capitalization approach is:

                           $14,200,000
<PAGE>
             RECAPITULATION AND FINAL RECONCILIATION


The valuation of real property involves a systematic process in
which the problem is defined, the procedure necessary to solve
the problem is planned, and required data is acquired,
classified, analyzed and reconciled into an final value estimate.

"Reconciliation is the analysis of alternative conclusions to
arrive at a final value estimate."  The analysis considers the
reliability and accuracy of the information used in the value
conclusions for the cost approach, the sales comparison approach,
and the income capitalization approach.  The market value
estimates for each of the three approaches used are:

         COST APPROACH                      $14,500,000

         SALES COMPARISON APPROACH          $14,300,000

         INCOME CAPITALIZATION APPROACH     $14,200,000

The cost approach is a method in which the value of a property is
derived from creating a substitute property with the same utility
as the subject.  It is typically considered to be relatively
reliable for new or proposed construction.  The degree of error
tends to increase in this approach commensurate with the degree
of accrued depreciation.  This approach includes an estimate of
land value based on direct comparison of the subject site with
sites having similar utility which have recently sold; an
estimate of the replacement cost new of the improvements; and an
estimate of all forms of accrued depreciation which is deducted
from the replacement cost new estimate.

Three comparable land sales were used to estimate the value of
the subject site.  The land comparables were the best known
available in the market and lend adequate support to the
estimated value of the subject site.  The Marshall Valuation
Service was used to estimate the replacement cost of the
improvements and the depreciation estimate was based on an
observation of the surrounding neighborhood.  The subject was
constructed in 1988 and has a considerable amount of accrued
depreciation due to natural physical deterioration.  The cost
approach is considered the least reliable in the final value
estimate.

The sales comparison approach involves comparing similar
properties that have recently sold, or similar properties that
are currently offered for sale, with the subject.  The basic
principle of substitution underlies this approach.

Five improved apartment comparable sales were used to estimate
the market value of the subject.  All of the sales were 1980 or
1990 vintage apartment complexes.  Improved comparables 2 through
4 are located within about 13 miles of the subject and the
remaining 2 improved comparables are located within the same
geographical market area, within 2 miles of the subject.

Three units of comparison were used in the sales comparison
approach.  The three units of comparison used include the
indicated price per unit, price per room and price per square
foot.  After analysis, all three units of comparison indicated
similar values estimates.  The sales comparison approach was
considered a reliable estimate of market value for the subject.

The income capitalization approach is also reliable when
estimating the value of an income property.  This approach most
nearly reflects the value of the property as an investment.  This
approach includes an analysis of the effective gross income which
the subject is capable of generating, based on rents achieved and
occupancy rates at competitive properties.  A deduction for
normal operating expenses is made in order to derive net
operating income which is capitalized at an overall rate.  The
resulting figure is the estimated value by the income
capitalization approach.

Financial information supplied included a July 19, 1996 rent roll
and a two and a half year operating history.  Comparable rent
data was readily available and the operating expenses,
capitalization rate, and discount rates were well supported by
market evidence.

Two techniques were used in the income capitalization approach. 
The first technique used was direct capitalization and the second
technique was a discounted cash flow analysis which considered
both a leveraged purchase and an unleveraged purchase.  Both
techniques indicated value estimates which were reasonably
similar.  The income capitalization approach was considered a
reliable estimate of market value for the subject.

In the final estimate of value, both the income capitalization
approach and the sales comparison approach were given equal
greatest weight.  The cost approach was given little
consideration. Therefore, based on the cited market data and the
foregoing analysis, the market value of fee simple interest in
the subject in "as is" condition and as of the effective date of
August 28, 1996 is estimated at:

       FOURTEEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
                          ($14,250,000)

                            INCLUDING
                 DEPRECIATED VALUE OF APPLIANCES
               FIVE HUNDRED FIFTY THOUSAND DOLLARS
                           ($550,000)
<PAGE>
                          REAL PROPERTY
         THIRTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
                          ($13,700,000)



ESTIMATED MARKETING TIME:

We have reviewed the typical marketing time for apartment
complexes in the Tampa Bay area, as well as, discussed the
marketing time with knowledgeable commercial brokers.  If
appropriately priced and marketed, the marketing time of the
subject property is estimated at 6 months.
<PAGE>
                    CERTIFICATE OF APPRAISAL

I certify that, to the best of my knowledge and belief:

- -    The statements of fact contained in this report are true and
     correct.

- -    The reported analyses, opinions, and conclusions are limited
     only by the reported assumptions and limiting conditions,
     and are my personal, unbiased professional analyses,
     opinions, and conclusions.

- -    I have no present or prospective interest in the property
     that is the subject of this report, and I have no personal
     interest or bias with respect to the parties involved.

- -    My compensation is not contingent upon the reporting of a
     predetermined value or direction in value that favors the
     cause of the client, the amount of the value estimate, the
     attainment of a stipulated result, or the occurrence of a
     subsequent event.

- -    My reported analyses, opinions, and conclusions were
     developed, and this report has been prepared, in conformity
     with the Uniform Standards of Professional Appraisal
     Practice; and the requirements of the Code of Professional
     Ethics and the Standards of Professional Practice of the
     Appraisal Institute.  Unless otherwise stated herein, the
     departure provision does not apply.

- -    I have made a personal inspection of the property that is
     the subject of this report.

- -    No one provided significant professional assistance to the
     person signing this report.

- -    The appraiser has preformed within the context of the
     competency provision of the Uniform Standards of
     Professional Appraisal Practice.

- -    This report was not based on a requested minimum valuation,
     a specific valuation, or the approval of a loan.

- -    The use of this report is subject to the requirements of the
     Appraisal Institute relating to review by its duly
     authorized representatives.

- -    As of the date of this report, both Robert E. Riggins and
     William W. Atkinson have completed the requirements of the
     continuing education program of the Appraisal Institute.

- -    This appraisal recognizes the following definition of value:

Market Value: as defined in Chapter 12, Code of Federal
Regulations, Part 34.42(f) is, "The most probable price which a
property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller each
acting prudently knowledgeably, and assuming the price is not
affected by undue stimulus.  Implicit in this definition is the
consummation of a sale as of a specified date and the passing of
title from seller to buyer under conditions whereby:

1.   buyer and seller are typically motivated;

2.   both parties are well informed or well advised, and acting
     in what they consider their own best interests;

3.   a reasonable time is allowed for exposure in the open
     market;

4.   payment is made in terms of cash in United States dollars or
     in terms of financial arrangements comparable thereto; and

5.   the price represents the normal consideration for the
     property sold unaffected by special or creative financing or
     sales concessions granted by anyone associated with the
     sale.

The market value of the property described herein, subject to the
assumptions and limiting conditions set forth herein, as of
August 28, 1996, in "as is" condition, is estimated to be:

       FOURTEEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
                          ($14,250,000)

                            INCLUDING
                 DEPRECIATED VALUE OF APPLIANCES
               FIVE HUNDRED FIFTY THOUSAND DOLLARS
                           ($550,000)

                          REAL PROPERTY
         THIRTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS
                          ($13,700,000)


Respectfully submitted:





___________________________          ____________________________
Robert E. Riggins, MAI, SRA          William W. Atkinson, MAI    
President                            Vice President              
State-certified general real         State-certified general real
estate appraiser #0000605            estate appraiser #0001221   

               ASSUMPTIONS AND LIMITING CONDITIONS


The Market Value estimate of the property or properties appraised
is subject to the following assumptions and limiting conditions:

1.   The legal description furnished is assumed to be correct.

2.   No responsibility is assumed for matters legal in character
     nor is any opinion rendered herein as to title which is
     assumed to be good and merchantable.  It is assumed that the
     property is free and clear of liens and encumbrances and
     under responsible ownership and management on the appraised
     date.

3.   It is assumed that surveys and/or plats furnished to or
     acquired by the appraiser and used in the making of this
     report are correct.  The appraiser has not made a land
     survey or caused one to be made and therefore assumes no
     responsibility for their accuracy.

4.   Certain data used in compiling this report was given to the
     appraiser from sources he considers reliable; however, he
     does not guarantee the correctness of such data, although as
     far as is reasonably possible the data has been checked and
     is believed to be correct.

5.   The soil and the area under appraisement appears to be firm
     and solid, unless otherwise stated.  Subsidence in the area
     is unknown or uncommon but the appraiser does not warrant
     against this condition or occurrence.

6.   Subsurface rights (mineral and oil) were not considered in
     making this report, unless otherwise stated.

7.   Any riparian rights and/or littorial rights indicated by
     survey, map or plat are assumed to go with the property
     unless easements or deeds of record were found by the
     appraiser to the contrary.

8.   Possession of this report, or copy thereof, does not carry
     with it, the right of publication or reproduction nor may it
     be used by anyone but the applicant without prior written
     consent of the applicant and the appraiser and in any event
     only in its entirety.  This limitation is not to exclude
     applicant from copying the report in connection with the
     normal course of a mortgage application of syndication of
     the property.

9.   The appraiser, by reason of this report, is not required to
     give testimony in court with reference to the property
     herein appraised nor is he obligated to appear before any
     governmental body, board or agent unless arrangements have
     been previously made thereof.

10.  The distribution of the total valuation in this report
     between land and improvements applies only under the
     existing program of utilization.  The separate valuations
     for land and improvements must not be used in conjunction
     with any other appraisal and are invalid if so used.

11.  Neither all nor any part of the contents of this report
     shall be conveyed to the public through advertising, public
     relations, news, sales or other media without the written
     consent and approval of the author, particularly as to the
     valuation conclusions, the identity of the appraiser or firm
     with which he is connected, or any reference to the American
     Institute of Real Estate Appraisers, or the MAI designation.

12.  We are not expert in determining the presence or absence of
     hazardous substances, defined as all hazardous or toxic
     materials, wastes, pollutants or contaminants (including,
     but not limited to, asbestos, PCB, UFFI, or other raw
     materials or chemical(s) used in construction, or otherwise
     present on the property).  We assume no responsibility for
     the studies or analyses which would be required to determine
     the presence or absence of such substances or for loss as a
     result of the presence of such substances.  The value
     estimate is based on the assumption that the subject
     property is not so affected.
<PAGE>
                            ADDENDUM
<PAGE>
                         FLOOD PLAIN MAP
<PAGE>
                SUPPLEMENTAL SUBJECT PHOTOGRAPHS


















                   INTERIOR VIEW OF CLUBHOUSE































                  SWIMMING POOL - FACING SOUTH

























         LAKE AND APARTMENT BUILDINGS - FACING NORTHEAST


























                TENNIS COURTS - FACING NORTHEAST

























                   INTERIOR OF APARTMENT UNIT


























                   INTERIOR OF APARTMENT UNIT

























                   INTERIOR OF APARTMENT UNIT


























                GRAY BOULEVARD - FACING NORTHEAST






















               GANDY BOULEVARD - FACING SOUTHWEST
<PAGE>
City of St. Petersburg                                  Article X
ZONING ORDINANCE


RO-P  RESIDENTIAL OFFICE PARKWAY





SEC. 64.167    PURPOSE AND INTENT. 



This district is intended to permit either residential or office,
or a compatible mixture of these uses, at medium intensity or
density of 12 units per acre for multifamily use but with density
up to 15 units per acre obtainable through utilization of
Transfer of Development Rights (T.D.R.).

Application of this district is intended for portions of major
thoroughfares where a parkway and uncluttered character is
desired, with development on large lots.

Developments in this zoning district which are also located
within a designated community redevelopment area as such area is
defined in Chapter 163 of the Florida Statutes, shall be reviewed
by the Community Redevelopment Agency (see Sec. 64.31.22 of the
Zoning Ordinance) for compliance with adopted Redevelopment
Plans.





SEC. 64.168    PERMITTED PRINCIPAL USES AND STRUCTURES. (SUBJECT
               TO PROVISIONS OR RESTRICTIONS CONTAINED HERE AND
               ELSEWHERE IN THE CHAPTER.) 



Site Plans for permitted uses and structures with up to 20,000
square feet gross floor area inclusive or up to 60 units
inclusive require approval by the City Manager.  Uses and
structures with more than 20,000 square feet gross floor area or
60 units will require Site Plan approval by the Environmental
Development Commission.

(1)  Multifamily Development of not more than 60 units.

(2)  Special Residential Development of not more than 60 units.

(3)  Boarding and Rooming Houses of not more than 20 units.

(4)  Community Residential Homes for 1-14 residents,  subject  to
     conditions set forth in Sec. 64.09, Subsec. 31(a) and (b).

(5)  Offices, provided there be no commercial display windows or
     storefront type of buildings.

(6)  Churches. 

(7)  Public Parks, Playgrounds and Playfields.

(8)  Financial Institutions, without drive-in facilities,
     provided there are no commercial display windows or
     storefront type of buildings, and no illuminated signs are
     erected that face residential districts, where feasible.

(9)  Parking Lots in connection with nearby commercial uses,
     where this district adjoins an office, commercial or
     industrial district, along rear or side lot lines without an
     intervening street (but with or without an intervening
     alley), provided:

     (a)  Such parking lots may be permitted only between the
          office, commercial or industrial district and the
          nearest street in the residential district.

     (b)  A 5-foot solid decorative masonry wall shall be erected
          along the sides of such off-street parking areas where
          they adjoin residential property or undeveloped
          property in the residential district.

     (c)  No source of illumination for such parking lots shall
          be directly visible from any window in any residence.

     (d)  There shall be no movement of vehicles on such lots
          between 10:00 p.m. and 7:00 a.m.

     (e)  There shall be no sales or service activities on such
          lots, nor parking of house trailers of any kind, nor
          trucks, except for operative automobiles and
          appurtenances and light commercial vehicles for more
          than 24 hours. No drive through to an adjacent or
          abutting facility will be permitted.

(10) Motels and Hotels.

(11) Academic Schools; Colleges and Universities.

(12) Bed and Breakfast Homes.





SEC. 64.169    PERMITTED ACCESSORY USES AND STRUCTURES.



(1)  Uses and structures which:

     (a)  Are customarily accessory and clearly incidental and
          subordinate to permitted or permissible uses and
          structures.

     (b)  Are not of a nature prohibited under "Prohibited Uses
          and Structures."

(2)  Apothecaries, for the sale of medical supplies and drugs
     only, may be permitted as an internal accessory use with a
     medical office complex when the gross floor area of the
     medical complex is not less than 10,000 square feet and the
     apothecary gross floor area does not exceed 1,000 square
     feet.

(3)  Temporary structures and operations in connection with, and
     on the site of, building or land preparation developments,
     including dredging and filling, grading, paving,
     installation of utilities, construction, erection of field
     offices, and structures for storage of equipment and
     building materials; provided a certificate of occupancy
     shall have been issued therefor.





SEC. 64.170    SPECIAL EXCEPTIONS PERMISSIBLE BY THE
               ENVIRONMENTAL DEVELOPMENT COMMISSION.  (SEE SEC.
               64.23)



After public notice and hearing, and subject to appropriate con-
ditions and safeguards, the Environmental Development Commission
may permit:

(1)  Multifamily Development greater than 60 dwelling units.

(2)  Day Care Centers.

     Outdoor activity areas (i.e., playgrounds) for the day care
     center shall be visually shielded from a residential
     district by 6-foot high solid decorative walls or fences, in
     accordance with the Fence and Wall Limitations of Sec.
     64.09, Subsec. 32 of the Zoning Ordinance.

(3)  Community Service Clubs when on a major street, as
     identified by the Major Street Map and made part of this
     ordinance.

(4)  Golf Courses.

(5)  Recreational Uses except those in which the conduct of com-
     mercial affairs plays a major part.

(6)  Community Residential Homes for more than 14 residents,
     subject to conditions set forth in Sec. 64.09, Subsec.
     31(c).

(7)  Boarding and Rooming Houses greater than 20 units. 

(8)  Nursing Homes, when on a major street. 

(9)  Government and Community Buildings and Uses. 

(10) Business and Professional Schools. 

(11) Utility Substations. 

(12) Hospitals, provided the site abuts an arterial street, as
     identified by the Major Street Map and made part of this
     ordinance.

(13) Mixed Uses of a permitted or permissible nature involving a
     residential use.

(14) Financial Institutions with drive-in facilities, providing
     no structure or traffic lane is located closer than 25 feet
     to a residential property line nor shall alleys or driveways
     abutting residential property be used for such operations.

(15) Special Residential Development greater than 60 units.  (See
     Sec. 64.09, Subsec. 15.)

(16) Laboratories.

(17) Special Commercial Development when made an integral part of
     a development subject to the following:

     (a)  The purpose and intent of Special Commercial
          Development shall be to create a unified planned
          development of residential and/or office use with a
          limited amount of commercial development designed in a
          comprehensive manner with controlled access, signage,
          hours of operation and delivery, and sufficient
          landscaping in order to avoid the appearance of strip
          commercial development.

     (b)  Minimum total development size: five (5) acres.

     (c)  Special Commercial Development limited to 5 percent of
          the gross floor area of any phase of construction for
          which a certificate of occupancy is issued, but not to
          exceed 20,000 square feet of gross floor area.

     (d)  Special Commercial Development uses shall be limited to
          the following uses:

          1.   Retail stores; sales and display rooms and shops,
               establishments for servicing household appliances,
               other than gasoline engines, including places in
               which goods are produced for sale only at retail
               and only on the premises (provided that all sales,
               storage, display of goods, or allowable production
               of goods shall be within enclosed buildings).

          2.   Service establishments, with processing on the
               premises provided that not over ten (10) persons
               shall be employed in such processing.

          3.   Indoor eating and drinking establishments.1

     (e)  The applicant shall be required to demonstrate that the
          proposed Special Commercial Development will be
          supported by and dependent upon the remainder of the
          development and does not duplicate existing retail
          opportunities in the market area.

     (f)  The Special Commercial Development shall be internally
          oriented within the development and easily accessible
          to the remainder of the development through internal
          roadways, pedestrian walkways, and bicycle paths.

     (g)  The Special Commercial Development shall not have
          direct vehicular access to the roadway bordering the
          overall development but instead shall have indirect
          access by internally connecting to a primary access
          road which  enters into the overall development.

     (h)  No Certificate(s) of Occupancy shall be issued for any
          portion of the Special Commercial Development until a
          Certificate(s) of Occupancy has been issued for the
          development that supports the Special Commercial
          Development.  For a development that has been approved
          in phases, a Certificate(s) of Occupancy can be issued
          for the Special Commercial Development in each phase
          after a Certificate(s) of Occupancy has been issued for
          the phase of the development that supports the Special
          Commercial Development.  The Special Commercial
          Development in each phase of a development shall not
          exceed the requirements of Sec. 64.170 (16)(c).

     (i)  The applicant shall submit, at the discretion of the
          Planning Department, a detailed transportation study
          based upon the proposed uses of the Special Commercial
          Development which shall demonstrate that the level of
          service of the roadway network surrounding the overall
          development will not be negatively impacted.  The
          Planning Department shall approve the study methodology
          prior to the study being initiated.

     (j)  No sign or other advertising device shall be erected
          for a Special Commercial Development use without the
          approval of the Environmental Development Commission
          but in no case shall it exceed normal RO-P signage
          requirements.

     (k)  Hours of operation and for deliveries shall occur
          between the hours of 7 a.m. and 11 p.m.

(18) Mortuaries.

(19) Parking Garages.

(20) Office Research and Distribution Activities subject to the
     following:

     (a)  Minimum total development size: Five (5) acres.

     (b)  Abutting at least one (1) major street as identified by
          the Major Street Map and made a part of this Ordinance.

     (c)  Office-research as principal use, printing and distri-
          bution only as internal accessory used.

     (d)  For purposes of all other zoning regulations, such
          facilities will be considered as offices.

(21) Birthing Centers (See Sec. 64.06, Definitions).

(22) Communication Towers.

(23) Temporary Employment Offices, subject to the following:

     It is the intent of this ordinance that all temporary
     employment offices provide sufficient interior space to
     house all temporary employment clients that may be waiting
     on site until employment is located for their clients. 
     Temporary employment offices shall identify the maximum
     number of clients that will be waiting for employment on
     site at any given time based on historical data and shall
     provide sufficient interior waiting space for these clients. 
     The minimum space per client shall be seven (7) square feet. 
     Adequate sanitary facilities shall be provided for the
     maximum number of clients.





SEC. 64.171    PROHIBITED USES AND STRUCTURES.



All uses and structures not of a nature specifically, provision-
ally, or by reasonable implication permitted herein, and any use
which the Environmental Development Commission, upon appeal, and
after investigating similar uses elsewhere, shall determine to be
potentially noxious, dangerous, or offensive to residents of the
district or to those who pass on public ways by reason of odor,
smoke, noise, glare, fumes, gas, fire, explosion or emission of
particulate matter, or likely for other reasons to be
incompatible with the character of the district.





SEC. 64.172    MAXIMUM LOT DEVELOPMENT.



(1)  Residential; Hotels and Motels:

          Multifamily:        12 units per acre (3,630 square
                              feet per unit).

          Multifamily
          (with T.D.R.):      15 units per acre (2,904 square
                              feet per unit).

          Boarding and 
          Rooming Houses:     3,630 square feet per dwelling unit
                              and 750 square feet per boarding
                              and rooming unit.
          Community 
          Residential Homes:  3,630 square feet per dwelling unit
                              with 200 square feet of living
                              space per resident.

          Nursing Homes:      15,000 square feet for the first
                              eight (8) bed plus 500 square feet
                              for each additional bed.

          Hotels:             1,000 square feet per rental unit.

          Motels:             1,200 square feet per rental unit.

(2)  Mixed Uses (Nonresidential with Residential or Hotels and
     Motels):

          For determining allowable floor area for
          nonresidential, number of allowable units or required
          lot size.  (See Sec. 64.09, Subsec. 17 of Text for
          examples.)

(3)   All Other Uses:

          Floor Area Ratio (F.A.R.) = 0.35

(4)  For categories (2) and (3) above, when 50 percent or more of
     required parking is provided on the site within and as part
     of the principal structure or within a multiple level
     parking structure, the allowable F.A.R. = 0.50 and such
     parking area shall not be included in the allowable F.A.R.
     calculation.






SEC. 64.173    MINIMUM LOT REQUIREMENTS. AREA AND WIDTH.



Offices; Residential; Day Care Centers; Bed and Breakfast Homes:

     Lot area:           One (1) acre

Hospitals:

     Lot area:           Ten (10) acres

Schools:

     Lot width:          300 feet

     Lot area:

          Elementary:    Four (4) acres plus one (1) acre per 100
                         students and major fraction thereof.

          Middle:        Six (6) acres plus one (1) acre per 100
                         students and major fraction thereof.

          Senior High:   Eight (8) acres plus one (1) acre per
                         100 students and major fraction thereof.

All Other Uses:

     Lot area:           One (1) acre; or as may be determined by
                         the Environmental Development Commission
                         for Special Exceptions.






SEC. 64.174    MINIMUM YARD REQUIREMENTS. DEPTH AND WIDTH.



Special Provisions and Restrictions:

     Required yards abutting streets shall contain no structures
     except the prime identification sign, walkways and perpen-
     dicular driveways.  Such yards shall be planted with grass,
     appropriate shrubbery and trees in a manner which will not
     impede visibility of drivers and pedestrians.  No part of a
     yard abutting a major street shall be used for parking.

          Front:         50 feet

          Side (Street): 50 feet on major streets; 25 feet on
                         other streets.
          Side
          (Interior):    20 feet

          Yards between 
          structures on 
          a single lot:  20 feet

          Rear:          25 feet





SEC. 64.175    MAXIMUM HEIGHT OF STRUCTURES.



35 feet; for each additional foot of setback on all sides
measured at the ground, four (4) additional feet of height is
permitted (See Sec. 64.09, Subsec. 3 for height limitations); and
subject to the F.A.R. requirement and Airport height guidelines.





SEC. 64.176    MINIMUM OFF-STREET PARKING AND OFF-STREET LOADING
               REQUIREMENTS. (SEE SEC. 64.09, SUB. 7 AND 8, AND
               LANDSCAPING FOR VEHICULAR USE AREAS ORDINANCE.)



Multifamily Dwellings:

     One and one-half (1-1/2) spaces for each dwelling unit.

Nursing Homes:

     One (1) space for each 300 square feet of gross floor area.

Boarding or Rooming Houses:

     One (1) space for each dwelling unit plus one (1) space for  
     each boarding or rooming unit or fraction thereof.

Hotels and Motels:

     One (1) space per rental unit.

Offices; Financial Institutions; Laboratories; Mortuaries:

     One (1) space for each 200 square feet of floor area.

     Mortuaries shall provide off-street space for formation of
     automobile processions.

Day Care Centers:

     One (1) space shall be provided for every ten (10) persons
     in the day care center.  However, in no case shall there be
     less than two (2) parking spaces on site.

     There shall be a drop off/pick up area on the site
     (preferably in the form of a circular driveway) for a
     minimum of three (3) vehicles in facilities with 20 or fewer
     persons; for five (5) vehicles in facilities with between
     21-40 persons; for seven (7) vehicles in facilities with
     between 41-60 persons; and nine (9) vehicles in facilities
     with more than 60 persons .

Churches:

     One (1) space for each 250 square feet in congregational
     seating area (including aisles) in church proper and in
     Sunday School or other meeting rooms and classrooms.  Off-
     street space shall be provided for taking on and discharging
     passengers and for formation of automobile processions.

Government and Community Buildings:

     Three (3) spaces for each office room, plus one (1) space
     for each 150 square feet of seating area (including aisles)
     in any room used for public meetings.

Community Service Clubs:

     One (1) space for each 100 square feet of gross floor area,
     or one (1) space for each three (3) seats in any room for
     assembly, whichever is greater, and all parking shall be
     shielded from view by heavy plantings; no parking to be
     permitted in required yards of Community Service Clubs.

Schools:

     Elementary and Middle: Two (2) spaces for each classroom or
     office room, plus one (1) space for each 150 square feet of
     seating area (including aisles) in any auditorium or any
     gymnasium or cafetorium intended to be used as an
     auditorium.

     Senior High, Business and Professional Schools, Colleges and
     Universities: Four (4) spaces for each classroom or office
     room plus one (1) space each 150 square feet of seating area
     (including aisles) in any auditorium or any gymnasium or
     cafetorium intended to be used as an auditorium.

Hospitals:

     One (1) space for each two (2) beds plus one (1) space for
     each staff doctor.

Parking for Handicapped:

     See Sec. 64.09, Subsec. 7-1.

Community Residential Homes:

     With six (6) or fewer residents:

          Two (2) spaces.

     With seven (7) or more residents:

          Two (2) spaces, plus one (1) space for each three (3)
          residents.

All Other Uses:

     One (1) space for each 200 square feet of gross floor area,
     or  as may be determined by the Environmental  Development   
      Commission for Special Exceptions.
<PAGE>


LEGAL DESCRIPTION

DESCRIPTION:  (PROPERTY DESCRIBED IN SAFECO POLICY NO. 49498 AND
CHELSEA                       POLICY NO. 37286)

THAT PART OF THE SOUTHEAST 1/4 OF SECTION 18, AND THAT PART OF
THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 30 SOUTH, RANGE 17
EAST, PINELLAS COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

COMMENCE AT THE SOUTHWEST CORNER OF THE NORTH 3/4 OF THE NORTH
1/2 OF THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 30 SOUTH, RANGE
17 EAST, PINELLAS COUNTY, FLORIDA; THENCE SOUTH 89" 55' 46" EAST,
ALONG THE SOUTH BOUNDARY OF SAID NORTH 3/4, A DISTANCE OF 1035.00
FEET TO THE POINT OF BEGINNING; THENCE NORTH 0 DEGREES 14' 59"
EAST, 790.91 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE
OF STATE ROAD 600 (GANDY BOULEVARD) ACCORDING TO O.R. 4420, PAGE
6, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE ALONG AND
WITH THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID STATE ROAD 600.  THE
FOLLOWING SIX (6) COURSES:  (1) NORTH 79 DEGREES 47' 00" EAST,
258.08 FEET;  (2) NORTH 71 DEGREES 14' 32" EAST, 102.50 FEET; (3)
NORTH 65 DEGREES 57' 53" EAST, 293.84 FEET, TO A POINT ON A CURVE
THAT IS CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 2809.79 FEET;
THENCE ALONG THE ARC OF SAID CURVE, A CHORD BEARING AND DISTANCE
OF (4) NORTH 70 DEGREES 10' 36" EAST, 147.14 FEET; (5) NORTH 71
DEGREES 40' 31" EAST, 299.68 FEET; (6) NORTH 72 DEGREES 49' 16"
EAST, 225.58 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 0
DEGREES 31' 53" WEST, 210.57 FEET TO A POINT ON THE NORTH
BOUNDARY OF THE NORTHEAST 1/4 OF SAID SECTION 19 THAT IS NORTH 89
DEGREES 54' 50" WEST, 327.22 FEET FROM THE NORTHEAST CORNER OF
SAID NORTHEAST 1/4; THENCE SOUTH 0 DEGREES 09' 57" WEST,  372.67
FEET; THENCE NORTH 81 DEGREES 08' 18" EAST, 218.93 FEET; THENCE
SOUTH 0 DEGREES 09' 57" WEST, 111.00 FEET FROM AND PARALLEL WITH
THE EAST BOUNDARY OF SAID NORTHEAST 1/4, A DISTANCE OF 652.38
FEET TO A POINT ON THE SOUTH BOUNDARY OF NORTH 3/4 OF THE NORTH
1/2 OF SAID NORTHEAST 1/4 THAT IS NORTH 89 DEGREES 55' 46" WEST,
111.00 FEET FROM THE SOUTHEAST CORNER OF SAID NORTH 3/4; THENCE
NORTH 89 DEGREES 55' 46" WEST, ALONG SAID SOUTH BOUNDARY, 1472.68
FEET TO THE POINT OF BEGINNING.  ALL BEING IN THE SOUTHEAST 1/4
OF SECTION 18 AND THE NORTHEAST 1/4 OF SECTION 19, TOWNSHIP 30
SOUTH, RANGE 17 EAST, PINELLAS COUNTY, FLORIDA, SUBJECT TO
RIGHTS-OF-WAY AND EASEMENTS OF RECORD.

CONTAINING 31.591 ACRES, MORE OR LESS.

Pelican Sound Building Code Review


<PAGE>
<TABLE>
07/19/96                                                 DECADE PROPERTIES                                                  Page 1
4:24 pm                                                    PELICAN SOUND                                                  ID 3.6.6
                                                             Rent Roll
                                                         As of 19 Jul 1996
                                        Grouping codes included:  ABCDEFGHIJKLMNOPQRSTUVWXY
<CAPTION>
Unit #     Name                            Type     Sq.Ft.    Autobill    Deposit    Moved In        Lease Ends     Status

<S>     <C>                                <C>      <C>       <C>        <C>         <C>             <C>            <C>
0201    Bowman, Margaret                   HARBOR.B   830      745.00     300.00     26 May 1995       Monthly         0
0202    Hoffman, Michael                   COVE       700      565.00     100.00     17 May 1996     28 Feb 1997       0
0203    Smith, Phyllis M                   COVE       700      550.00     100.00     30 Jun 1995     31 Jan 1997       0
0204    Calvert, Theresa J                 COVE       700      525.00     100.00     29 Jun 1994     31 Jul 1996       0
0205    Hope, Michael R                    COVE       700      525.00     200.00      9 Jul 1993     31 Jul 1996      NR
0206    Titus, Leanna                      COVE       700      565.00     100.00     31 May 1996     28 Feb 1997       0
0207    Goldfarb, Jami                     COVE       700      550.00     100.00     11 Jan 1995     31 Jan 1997       0
0208    Hall, Karen                        COVE.W     700      565.00     100.00      9 Feb 1996     28 Feb 1997      NU
0209    Crawford, Barbara                  COVE.W     700      555.00     100.00      5 Apr 1996     31 Jan 1997       0
0210    Moore, Christine Hylton            COVE.W     700      560.00     100.00      3 Sep 1994     31 Oct 1996       0
0211    King, Duque & Sheri                COVE.W     700      590.00     100.00     14 Jun 1996     30 Jun 1997       0
0212    Chapman, Michael                   COVE.W     700      555.00     200.00     15 Mar 1996     31 Dec 1996       0
0213    Miller, Angela L                   COVE.W     700      590.00     100.00     29 Nov 1995     28 Aug 1996       0
0214    Freeman, Holly                     COVE       700      535.00     200.00      1 Apr 1994     31 Dec 1996       0
0215    Vacant                             COVE       700      565.00       0.00                                      VU
0216    Wilson, Michael                    COVE.FP    700      530.00     100.00      1 Mar 1996     30 Nov 1996       0
0217    Davenport, Mellodee                COVE       700      565.00     100.00     25 Jun 1993     31 Dec 1996       0
0218    Hamada, Denise                     COVE       700      565.00     100.00     24 Jun 1996     23 Mar 1997       0
0219    Latour, Edmund L                   COVE.FP    700      550.00     200.00     8 Sep 1995      30 Jun 1997       0
0220    Vacant                             COVE.W     700      590.00       0.00                                      VU
0221    Batdorf, Robert                    COVE.W     700      575.00     100.00      4 Jan 1995     31 Jan 1997       0
0222    Murphy, Mark T.                    COVE.WFP   700      575.00     100.00     20 Mar 1993     31 Oct 1996       0
0223    Sanders, Robert                    COVE.W     700      515.00     100.00     16 Feb 1996     28 Feb 1997       0
0224    Drutman, Robin                     COVE.W     700      565.00     200.00     20 Oct 1993     31 Oct 1996       0
0225    Tucker, Laura Lee                  COVE.WFP   700      545.00     250.00     24 Aug 1990     31 Aug 1996       0
0226    Lopez, Ralph A.                    COVE       700      540.00     100.00     27 Oct 1993     30 Sep 1996       0
0227    Capitano, Irene L.                 COVE       700      540.00     100.00      3 Oct 1991     30 Apr 1997       0
0228    Montiero, Lisamarie                COVE       700      540.00     100.00     20 Jun 1995     31 Mar 1997       0
0229    Kraczkowski, Nicole                COVE       700      530.00     100.00     26 Apr 1996     31 Jan 1997       0
0230    Zalesky, Jonathan                  COVE       700      540.00     100.00      2 Dec 1994     31 Dec 1996       0
0231    Lockley, Donna                     COVE       700      535.00     100.00     26 Mar 1993     31 Mar 1997       0
0232    Bobo, Karen                        COVE.W     700      565.00     100.00     14 Jul 1995     31 Jul 1996      NU
0233    Guiberson, Julie                   COVE.W     700      515.00     100.00     19 Feb 1996     28 Feb 1997       0
0234    Schaal, Michael                    COVE.W     700      590.00     100.00     18 Jun 1996     31 Mar 1997       0
0235    Vacant                             COVE.W     700      590.00       0.00                                      VR
0236    Teise, Kenneth                     COVE.W     700      625.00     100.00     12 May 1995        Monthly       NR
0237    Crowder, Stephanie                 COVE.W     700      565.00     100.00     12 Apr 1996     30 Apr 1997       0
0301    Rauch, Patricia                    HARBOR.B   830      695.00     300.00     10 Nov 1995     30 Nov 1996       0
0302    Ransinger, Tonjia L.               COVE       700      540.00     200.00      1 Jan 1994     31 Oct 1996       0
0303    Moyer, Lance                       COVE       700      540.00     100.00     19 Dec 1993     31 Dec 1996       0
0304    French, John                       COVE       700      600.00     100.00     16 Aug 1995     Monthly           0
0305    Schumacker, David                  COVE       700      520.00     200.00     21 Mar 1996     31 Dec 1996       0
0306    Clouse, Christine\Darrin           COVE       700      532.00     100.00     29 Apr 1996     31 Dec 1996       0
0307    Vacant                             COVE       700      565.00       0.00                                      VR
0308    Parham, Kristi                     COVE.C     700      565.00     100.00     25 May 1996     31 May 1997       0
0309    Ivey, Misty M.                     COVE.C     700      540.00     100.00     11 Feb 1994     31 Jul 1996       0
0310    Johnson, Ellen                     COVE.C     700      555.00     100.00     16 Aug 1993     31 May 1997       0
0311    Horvath, Janet                     COVE.W     700      555.00     200.00     19 Apr 1996     31 Jan 1997       0
0312    Bodzianowski, Michael              COVE.W     700      515.00     100.00      1 Mar 1996     28 Feb 1997       0
0313    Dankert, Richard                   COVE.W     700      625.00     100.00      5 Apr 1991     Monthly           0
0314    Cambron, Diana                     COVE       700      540.00     200.00     22 Mar 1989     31 Dec 1996       0
0315    Nordquist, Elizabeth               COVE       700      515.00     100.00     26 Feb 1996     30 Nov 1996       0
0316    Miller, Glenn R.                   COVE.FP    700      560.00     100.00      5 May 1995     28 Feb 1997       0
0317    Daras, Nick                        COVE       700      565.00     100.00     15 May 1996     31 May 1997       0
0318    Ponton, Rae A                      COVE       700      545.00     100.00     14 Apr 1995     30 Apr 1997       0
0319    Mark, Reinhold                     COVE.FP    700      565.00     100.00      7 Jun 1996     30 Jun 1997       0
0320    McGloine, Frederick                COVE.C     700      560.00     200.00      1 Sep 1995     30 Sep 1996       0
0321    Whitaker, Erin                     COVE.C     700      575.00     100.00     21 Jun 1996     30 Jun 1997       0
0322    Willman, Lisa M                    COVE.CFP   700      550.00     100.00     31 Aug 1995     31 Aug 1996       0
0323    Schoenfelder, Robert               COVE.C     700      555.00     100.00     20 Feb 1993     31 Dec 1996       0
0324    Marti, John C.                     COVE.C     700      550.00     100.00     15 Nov 1993     30 Nov 1996       0
0325    Adams, Amy K.                      COVE.CFP   700      550.00     100.00      1 Sep 1994     31 Aug 1996       0
0326    Keely, Amy J                       COVE       700      565.00     200.00     19 Oct 1995     31 Jul 1996       0
0327    Webb, Teresa                       COVE       700      565.00     200.00      6 Oct 1995     31 Oct 1996       0
0328    Urena, Alfred                      COVE       700      540.00     200.00     31 Aug 1995     30 Sep 1996       0
0329    Kilroy, Renee L                    COVE       700      550.00     200.00      4 Aug 1995     28 Feb 1997       0
0330    Nayyar, Anjali K                   COVE       700      540.00     100.00     11 Aug 1995     31 Aug 1996      NU
0331    Eller, Mary L                      COVE       700      600.00     100.00     11 Oct 1995     28 Feb 1997       0
0332    Streetman, Shannon                 COVE.C     700      555.00     100.00      3 Mar 1995     31 Aug 1996      NU
0333    Armstrong, David                   COVE.C     700      555.00     100.00     30 Apr 1994     31 Mar 1997       0
0334    Streicher, Mark H.                 COVE.C     700      545.00     200.00     15 Mar 1995     31 Mar 1997       0
0335    Swanson, Nancy                     COVE.C     700      515.00     300.00      1 Mar 1996     28 Feb 1997       0
0336    Hillary-Hale, Cynthia              COVE.C     700      575.00     100.00      1 May 1996     31 Jan 1997       0
0337    Paul, Marla                        COVE.C     700      565.00     100.00     31 Mar 1996     31 Dec 1996       0
0401    Farmer, Gregory W                  BAY.C      505      485.00     100.00      8 Sep 1995     30 Sep 1996       0
0402    Eligado, Monica                    BAY.C      505      485.00     100.00     19 Jan 1996     18 Jan 1997       0
0403    Gaffney, Katherine                 BAY.C      505      480.00     100.00      7 Jul 1995     31 Jul 1996       0
0404    Zucco, Tom F                       BAY.C      505      485.00     100.00     13 Oct 1995     31 Jul 1996       0
0405    Wilson, Frank                      BAY        505      485.00     100.00     18 Aug 1995     28 Feb 1997       0
0406    Murnane, Catherine                 BAY        505      480.00     100.00     31 May 1994     30 Sep 1996       0
0407    Tubbs, Sharon                      BAY        505      490.00     100.00      1 Apr 1996     31 Dec 1996       0
0408    Ahn, Sook Yul                      BAY        505      480.00     100.00      1 Dec 1995     30 Nov 1996       0
0409    Digby, Julia                       PORT.C     910      715.00     200.00      7 Jun 1996     30 Jun 1997       0
0410    Alterkruse, John M                 PORT.C     910      705.00     200.00     15 Nov 1995     31 Aug 1996       0
0411    Vacant                             PORT.CFP   910      720.00       0.00                                      VR
0412    Steinke, James                     PORT.C     910      715.00     200.00      5 Apr 1996     31 Jan 1997       0
0403    Gortot, Frank                      PORT.C     910      705.00     200.00      5 Jan 1996     31 Dec 1996       0
0414    Defilippo, Richard                 PORT.CFP   910      705.00     200.00     16 Feb 1996     30 Nov 1996       0
0415    Brodeur, Ronald                    PORT.C     910      705.00     300.00      6 Mar 1996     31 Dec 1996       0
0416    Lee, Marilyn                       PORT.C     910      705.00     200.00     26 Jan 1996     31 Oct 1996       0
0417    Johnson, Kelly J.                  PORT.CFP   910      740.00     400.00      1 Jan 1994     Monthly          NU
0418    Schultz, Barbara H                 PORT       910      695.00     200.00     17 Feb 1995     28 Feb 1997       0
0419    Guerini, Rosemarie                 PORT       910      695.00     200.00     15 Feb 1996     31 Dec 1996       0
0420    Cooper, William                    PORT.FP    910      710.00     200.00     31 May 1996     31 May 1997       0
0501    Ramos, Ronald                      BAY        505      480.00     100.00     30 Jul 1993     30 Apr 1997       0
0502    Clement, Laurie                    BAY        505      490.00     100.00     29 Mar 1996     31 Mar 1997       0
0503    Blood, Andrea                      BAY        505      490.00     100.00      7 Jun 1996     30 Jun 1997       0
0504    Zucchetti, Jorge                   BAY        505      480.00     200.00      8 Sep 1995     30 Sep 1996       0
0505    Pfeiffer, Brooks F                 BAY.W      505      495.00     100.00     26 Apr 1995     31 Oct 1996       0
0506    Ringquist, Linda A                 BAY.W      505      490.00     100.00      1 May 1995     30 Apr 1997       0
0507    Brennan, Christoph                 BAY.C      505      485.00     100.00     30 Jun 1995     30 Jun 1997       0
0508    Asanaka, Miyaki                    BAY.C      505      480.00     100.00     22 Jul 1994     31 Jul 1996       0
0509    Foronda, Edwin                     PORT       910      695.00     200.00      2 Nov 1994     31 Oct 1996       0
0510    Buck, William R                    PORT       910        0.00       0.00      1 Dec 1995     30 Nov 1996       0
0511    Hetland, Vicki                     PORT.FP    910      705.00     200.00     16 Feb 1996     28 Feb 1997       0
0512    Williams, Ida                      PORT       910      705.00     120.00     17 Apr 1993     30 Apr 1997       0
0513    Phillips, Christopher              PORT       910      695.00     300.00     29 Dec 1995     31 Dec 1996       0
0514    Gibson, John                       PORT.FP    910      680.00     200.00     19 Jul 1995     31 Jul 1996      NU
0515    Heisler, Jan M                     PORT.W     910      710.00     200.00      7 Jul 1995     31 Jul 1996      NR
0516    Stransky, Jason H   NO CHECKS!!    PORT.W     910      715.00     200.00      1 Sep 1995     31 Aug 1996       0
0517    Abasi, Tariq & Naheeda             PORT.WFP   910      735.00     200.00     20 Jun 1996     30 Jun 1997       0
0518    Kim, Yun Joong                     PORT.W     910      715.00     150.00     18 Oct 1992     31 Oct 1996       0
0519    Sutton Iii, William                PORT.W     910      715.00     250.00     20 Feb 1993     28 Feb 1997       0
0520    Landy, Susan                       PORT.WFP   910      715.00     200.00     24 Feb 1995     31 Aug 1996       0
0521    Ryan, Jennifer                     BAY        505      480.00     300.00     12 May 1995     28 Feb 1997       0
0522    Vacant                             BAY        505      490.00       0.00                                      VR
0523    Chambers, Lance                    BAY        505      480.00     200.00      9 Feb 1996     28 Feb 1997       0
0524    Ramos, Janet                       BAY        505      490.00     100.00     24 Apr 1996     30 Apr 1997       0
0525    Phillips, Paul                     BAY.C      505      530.00     100.00     23 Nov 1994     Monthly           0
0526    Fischer, Carson                    BAY.C      505      495.00     200.00     10 May 1996     31 May 1997       0
0527    Mays, Cristie                      BAY.W      505      505.00     200.00      5 Apr 1996     31 Jan 1997       0
0528    Brames, Mary                       BAY.W      505      485.00     100.00      5 Oct 1995     31 Jul 1996       0
0601    McCluskey, phillip D               PORT       910      705.00     300.00      8 Jul 1994     30 Apr 1997      NU
0602    Freeney, Donna and Sonja           PORT       910      705.00     200.00      3 Jun 1996     30 Jun 1997       0
0603    Merriewether, Thomas               PORT.FP    910      680.00     150.00     28 Aug 1996     31 Aug 1996       0
0604    Holtz, Kimberely                   PORT       910      680.00     200.00      2 Jan 1993     31 Aug 1996      NU
0605    Kondelik, Jeanne                   PORT       910      745.00     300.00     27 Oct 1993     Monthly           0
0606    Cahenzli, Peter                    PORT.FP    910      695.00     200.00     20 Jan 1995     31 Jan 1997       0
0607    Desai, Sanjeev                     PORT.W     910      710.00     200.00     14 Jul 1995     31 Jul 1996       0
0608    Pattton, Jr., George W.            PORT.W     910      715.00     200.00     10 Nov 1995     31 Aug 1996      NU
0609    Zawrotny, James T                  PORT.WFP   910      770.00     100.00     20 Jun 1995     Monthly           0
0610    Richardson, John R.                PORT.W     910      725.00     150.00     24 Jun 1994     30 Jun 1997       0
0611    Sande, Blake                       PORT.W     910      725.00     300.00      3 May 1996     28 Feb 1997       0
0612    Bentley, Melinda                   PORT.WFP   910      735.00     200.00     19 Jul 1996     18 May 1997       0
0613    Hicks, Diana                       BAY        505      490.00     100.00      6 Jun 1996     31 May 1997       0
0614    Vacant                             BAY        505      490.00       0.00                                      VR
0615    Cloud, Drew                        BAY        505      490.00     100.00      8 Mar 1996     31 Dec 1996       0
0616    Coldwell, Pamela                   BAY        505      480.00     100.00      3 Feb 1995     28 Feb 1997       0
0617    Vacant                             BAY.W      505      505.00       0.00                                      VU
0618    Levin, Eric J                      BAY.W      505      490.00     100.00     25 Aug 1995     31 Aug 1996       0
0619    Vacant                             BAY.W      505      505.00       0.00                                      VR
0620    Ford, Regina M                     BAY.W      505      495.00     100.00      9 Dec 1994     31 Jul 1996      NU
0701    Vacant                             BAY        505      490.00       0.00                                      VU
0702    Tampalacio, Mariquit B             BAY        505      480.00     100.00     18 Nov 1995     31 Aug 1996       0
0703    Thomsen, Robin                     BAY        505      485.00     100.00     16 Dec 1994     30 Jun 1997       0
0704    Turley, Marthan A                  BAY        505      525.00     545.00     18 Aug 1992     Monthly           0
0705    Cristobal, Malourdes               BAY        505      490.00     100.00     26 Apr 1996     31 Jan 1997       0
0706    Moore, Perry                       BAY        505      490.00     100.00     12 Jan 1996     31 Aug 1996       0
0707    Suzuki, Kyoko                      BAY.W      505      495.00     200.00     27 Jan 1995     31 Oct 1996       0
0708    Lawrence, Katie                    BAY.W      505      495.00     200.00     29 Jul 1993     31 Dec 1996       0
0709    Rubin, Mark                        BAY.W      505      540.00     100.00      2 Jul 1993     Monthly          NU
0710    Coleman, Julia L.                  BAY.W      505      495.00     100.00      7 Oct 1994     31 Dec 1996       0
0711    Cetraro, Marco                     BAY.W      505      495.00     100.00      6 Jul 1992     30 Apr 1997       0
0712    Royeton, John J                    BAY.W      505      490.00     100.00     14 Jul 1995     31 Jul 1996      NU
0713    Labbie, Douglas                    COVE       700      530.00     100.00      9 Sep 1994     30 Sep 1996       0
0714    Davis, Cheryl A.                   COVE       700      540.00     100.00     15 Jan 1994     31 Aug 1996       0
0715    Vacant                             COVE.FP    700      565.00       0.00                                      VU
0716    Horton, Allison                    COVE       700      565.00     100.00     19 Jul 1996     31 Jul 1997       0
0717    Everett, Karen                     COVE       700      565.00     100.00     15 Apr 1996     30 Apr 1997       0
0718    Barrow, Kevin                      COVE.FP    700      535.00     100.00      1 Apr 1994     31 Apr 1997       0
0719    Holt, Lisa                         COVE.W     700      575.00     200.00      2 Aug 1994     28 Feb 1997       0
0720    Bhangu, Mala                       COVE.W     700      565.00     100.00      9 Nov 1994     30 Nov 1996       0
0721    Grieve, Alistair                   COVE.WFP   700      590.00     100.00      2 Jan 1993     31 Aug 1996       0
0722    Lonas, Jeff                        COVE.W     700      565.00     200.00      1 Dec 1993     30 Nov 1996       0
0723    Moser, Sandra                      COVE.W     700      625.00     600.00     7 Aug 1995      Monthly           0
0724    Smith, Thomas                      COVE.WFP   700      590.00     100.00     11 Jun 1996     31 Mar 1997       0
0725    Laughery, Michael                  BAY.W      505      495.00     100.00     12 Jan 1996     31 Oct 1996       0
0726    Oliver, Linda                      BAY.W      505      505.00     100.00     15 May 1996     28 Feb 1997       0
0727    Shapiro, Michael NO CHECKS!!!      BAY.W      505      495.00     100.00      5 Aug 1994     30 Nov 1996       0
0728    Gandia, Louis                      BAY.W      505      505.00     100.00     17 Feb 1996     31 Oct 1996       0
0729    Bryant, Laurin                     BAY.W      505      495.00     200.00     19 Jan 1996     31 Oct 1996       0
0730    Gorman, Joseph                     BAY.W      505      515.00     100.00     17 May 1996     31 Dec 1996       0
0731    Champlin, Krista                   BAY.C      505      485.00     100.00     21 Mar 1995     31 Jul 1996      NU
0732    Lincoln, Debbie                    BAY.C      505      480.00     100.00     28 Jan 1993     31 Aug 1996      NU
0733    Stern, Ellen L                     BAY.C      505      495.00     100.00     12 Jul 1996     31 Jul 1997       0
0734    Vacant                             BAY.W      505      505.00       0.00                                      VU
0735    Miller, Marilyn L                  BAY.W      505      530.00     200.00     18 Mar 1995     Monthly           0
0736    Richardson, John                   BAY.W      505      495.00     100.00     28 Jun 1996     30 Jun 1997       0
0801    Lewis, Russell                     HARBOR     830      635.00     200.00      6 Dec 1995     31 Jul 1996      NU
0802    Carden Jr., Jimmie W               HARBOR     830      640.00     200.00      3 Apr 1995     30 Nov 1996       0
0803    Yureka, Karen/Blood, Barry         HARBOR     830      630.00     200.00     31 Mar 1995     31 Oct 1996       0
0804    Le, Man M                          COVE       700      550.00     200.00     28 Apr 1995     30 Apr 1997       0
0805    Aschi, Michael                     COVE       700      545.00     100.00     10 Mar 1995     31 Dec 1996       0
0806    Ochs, Lynn E.                      COVE       700      575.00     100.00     19 Jan 1996     30 Sep 1996       0
0807    Pemberton, Monica                  COVE.W     700      590.00     100.00      8 Nov 1995     30 Nov 1996      NU
0808    Buendia, Janeth                    COVE.W     700      575.00     100.00     10 Jan 1995     31 Oct 1996       0
0809    Rooney, Jill                       COVE.W     700      565.00     100.00      1 Dec 1995     30 Nov 1996       0
0810    Shaarda, Roberta                   HARBOR.W   830      665.00     200.00     18 Jul 1996     31 Jul 1997       0
0811    Caruthers, David L                 HARBOR.W   830      700.00     200.00     30 Jun 1995     Monthly           0
0812    Young, Christina                   HARBOR.W   830      645.00     200.00     28 Jul 1995     31 Jul 1996       0
0813    Parker, Laura                      COVE       700      565.00     100.00      5 Jul 1996     30 Apr 1997       0
0814    Driscoll, Carolyn                  COVE       700      525.00     100.00     15 Mar 1996     31 Dec 1996       0
0815    Plotsky, Ellen S                   COVE.FP    700      550.00     100.00      1 May 1995     30 Apr 1997       0
0816    Knecht, Debbie K                   COVE       700      540.00     100.00      1 Sep 1995     31 Aug 1996       0
0817    Shephard, Scott                    COVE       700      565.00     200.00     13 May 1996     31 May 1997       0
0818    Martin, Keith W.                   COVE.FP    700      540.00     250.00     21 May 1993     31 Aug 1996       0
0819    Fotopoulous, Ted                   COVE.W     700      565.00     100.00      1 Jul 1992     31 Oct 1996       0
0820    Sluss, Mollie A.                   COVE.W     700      555.00     100.00      8 Jul 1994     31 Jul 1996      NU
0821    Autrand, Terry E                   COVE.WFP   700      575.00     100.00     26 Jun 1995     30 Jun 1997       0
0822    Julia Santiesteban                 COVE.W     700      515.00     100.00      1 Mar 1996     28 Feb 1997       0
0823    Pandya, Priti                      COVE.W     700      555.00     100.00     15 Mar 1996     31 Mar 1997       0
0824    Kuttner, Peter                     COVE.WFP   700      590.00     100.00      1 Mar 1996     28 Feb 1997       0
0825    Crisci, Christopher                COVE       700      530.00     300.00     26 Apr 1996     31 Jan 1997       0
0826    McCalebb, Jennifer                 COVE       700      540.00     200.00      7 Mar 1996     31 Dec 1996       0
0827    Sparks, Jeff                       COVE       700      540.00     100.00     15 Jul 1994     31 Jul 1996      NU
0828    Steele, Richard                    HARBOR     830      625.00     200.00     19 Jan 1996     31 Oct 1996       0
0829    Alkire, George                     HARBOR     830      640.00     200.00      1 May 1996     30 Apr 1997       0
0830    Ohall, Carl J.                     HARBOR     830      625.00     250.00     28 Jan 1993     31 Aug 1996       0
0831    Kopec, Fred                        HARBOR.W   830      650.00     200.00     22 Feb 1995     28 Feb 1997       0
0832    Amador, Cornelio                   HARBOR.W   830      665.00     200.00     10 May 1996     31 May 1997       0
0833    Wartenberg, Karen                  HARBOR.W   830      650.00     300.00     12 Dec 1994     30 Sep 1996       0
0834    Vacant                             COVE.W     700      590.00       0.00                                      VU
0835    Frobeen, Christine                 COVE.W     700      555.00     200.00     15 May 1996     28 Feb 1997       0
0836    Barnard, Sherly L.                 COVE.W     700      565.00     200.00     23 May 1994     30 Sep 1996       0
0901    Pomerleau, David J.                BAY        505      480.00     100.00      1 Nov 1995     31 Oct 1996       0
0902    Seale, Lanny R                     BAY        505      475.00     100.00      4 Aug 1995     31 Aug 1996       0
0903    Rubin, Suzanne T                   BAY        505      490.00     100.00     26 Nov 1993     31 Dec 1996       0
0904    Doyle, Daniel                      BAY        505      480.00     100.00      2 Jan 1996     31 Oct 1996       0
0905    Munsey, Victoria   NO CHECKS!      BAY        505      480.00     100.00     28 Apr 1995     31 Jul 1996       0
0906    Lucas, Tamara                      BAY        505      475.00     100.00     11 Aug 1995     31 Aug 1996       0
0907    Works, Amy C                       BAY.W      505      495.00     100.00     19 Apr 1995     31 Jul 1996      NU
0908    Sweeny, Chris                      BAY.W      505      495.00     100.00      7 Feb 1996     30 Nov 1996       0
0909    Linn, John                         BAY.W      505      505.00     100.00     17 Apr 1996     31 Jan 1997       0
0910    Alkhatib, Tenesia                  BAY.W      505      495.00     100.00     12 Oct 1995     31 Jul 1996      NU
0911    Salminen, Candace M                BAY.W      505      490.00     100.00     25 Jul 1995     31 Jul 1996       0
0912    Stunden, Lorie                     BAY.W      505      505.00     100.00     29 Mar 1996     31 Dec 1996       0
0913    Taylor, Shana/Spalding, John       COVE       700      565.00     100.00      5 Jul 1996     30 Jun 1997       0
0914    Schweers, Scott                    COVE       700      520.00     100.00     29 Mar 1996     31 Dec 1996       0
0915    Snowden, Contance                  COVE.FP    700      550.00     100.00      7 Apr 1995     31 Oct 1996       0
0916    Sullivan, Marcia                   COVE.W     700      575.00     100.00      1 Mar 1993     28 Feb 1997       0
0917    Mullen, Steven                     COVE.W     700      590.00     100.00     25 Jun 1996     31 Mar 1997       0
0918    Curtis, Heather                    COVE.WFP   700      590.00     200.00     26 Jun 1996     30 Jun 1997       0
0919    Vacant                             COVE.W     700      590.00       0.00                                      VU
0920    Stoltzfus, Jeffrey                 COVE.W     700      555.00     100.00     30 Apr 1996     31 Jan 1997       0
0921    Laplante, Glenn                    COVE.WP    700      555.00     100.00     10 Apr 1996     31 Jan 1997       0
0922    Bernard, Cameron                   COVE.W     700      565.00     100.00      1 Dec 1995     30 Nov 1996       0
0923    Swihura, Alison                    COVE.W     700      545.00     100.00      5 Apr 1996     31 Jan 1997       0
0924    Mahdi, Mojdeh                      COVE.WFP   700      575.00     100.00     25 Jun 1994     31 Aug 1996       0
0925    Greenberg, Sandy                   BAY.W      505      505.00     100.00     21 Jun 1996     30 Jun 1997       0
0926    Beyer, Chrisitine                  BAY.W      505      530.00     100.00      1 Oct 1993     Monthly           0
0927    Knapp, Kelly                       BAY.W      505      490.00     200.00     14 Jul 1995     31 Jul 1996       0
0928    Lynch, David                       BAY.W      505      495.00     100.00     17 Feb 1995     30 Nov 1996       0
0929    Cappa, John R                      BAY.W      505      495.00     100.00      9 Jun 1995     30 Jun 1997       0
0930    Koch, Kimberly                     BAY.W      505      490.00     200.00     30 Apr 1994     31 May 1997       0
0931    Grano, Joan                        BAY.W      505      505.00     100.00     27 Dec 1995     31 Jul 1996       0
0932    Brey, Thomas                       BAY.W      505      500.00     100.00     22 Jan 1994     31 May 1997       0
0933    Barrett, Mark E.                   BAY.W      505      495.00     100.00     20 Feb 1995     31 Oct 1996       0
0934    Unger, Irwin                       BAY.W      505      485.00     100.00     17 Jul 1992     30 Jun 1997       0
0935    Bise, Michele L                    BAY.W      505      495.00     200.00     28 Apr 1995     31 Mar 1997       0
0936    Ehlen, Mary                        BAY.W      505      505.00     100.00     29 Apr 1996     30 Apr 1997       0
1001    Teaman, Dan                        BAY        505      480.00     100.00     13 Feb 1996     28 Feb 1997       0
1002    Dorrance, Jennifer                 BAY        505      480.00     100.00      2 Jan 1996     31 Oct 1996       0
1003    Faren, Arnel I                     BAY        505      480.00     200.00     25 Aug 1995     31 Aug 1996       0
1004    Vacant                             BAY        505      490.00       0.00                                      VU
1005    Thornbrugh, Kristen                BAY.W      505      505.00     300.00     24 May 1996     28 Feb 1997       0
1006    Giffin, Sherri C                   BAY.W      505      500.00     100.00     25 Aug 1995     30 Apr 1997       0
1007    Massaro, Nicholas                  BAY.W      505      495.00     100.00     11 Dec 1995     20 Sep 1996       0
1008    Hamilton, Mark                     BAY.W      505      495.00     100.00     15 Sep 1995     30 Sep 1996       0
1009    Armstrong, Jeanne T.               PORT       910      695.00     300.00     27 Nov 1995     31 Aug 1996       0
1010    Jones, Katheryn                    PORT       910      695.00     200.00     29 Dec 1995     30 Sep 1996       0
1011    Embree, William                    PORT.FP    910      695.00     200.00     29 Oct 1994     31 Oct 1996       0
1012    Wilson, Christoph                  PORT       910      740.00     200.00      3 Jul 1995     Monthly           0
1013    Dattilo, Bill                      PORT       910      705.00     300.00     12 Apr 1996     31 Jan 1997       0
1014    Boren, Catherine & Bryan           PORT.FP    910      695.00     200.00     12 Jan 1996     31 Jan 1997       0
1015    Baker, Angela                      PORT.W     910      715.00     200.00      7 Apr 1995     31 Aug 1996       0
1016    Janus, Frank                       PORT.W     910      735.00     200.00      1 Jul 1996     30 Jun 1997       0
1017    Mattson, Michael                   PORT.WFP   910      725.00     200.00     15 Apr 1996     30 Apr 1997       0
1018    Mac Harg, Michael                  PORT.W     910      715.00     200.00     24 Sep 1994     30 Sep 1996       0
1019    Herman, Deborah                    PORT.W     910      715.00     200.00     18 Aug 1995     31 Aug 1996       0
1020    Blessing-Watson, Carolyn           PORT.WFP   910      710.00     300.00     21 Jul 1995     31 Jul 1996       0
1021    Scott, Glenn                       BAY        505      480.00     100.00      9 Nov 1995     31 Aug 1997       0
1022    Nichols, Deanna                    BAY        505      480.00     200.00     25 Feb 1995     30 Nov 1996      NU
1023    China, Catherine                   BAY        505      475.00     200.00      8 Jul 1994     30 Apr 1997       0
1024    Holmes, Suzanna                    BAY        505      480.00     100.00      6 Nov 1991     31 Oct 1996       0
1025    Rothwell, Bonnie                   BAY.W      505      505.00     100.00     28 May 1996     30 Apr 1997       0
1026    Evans, Jennefer                    BAY.W      505      505.00     100.00      7 Jun 1996     30 Jun 1997       0
1027    Thompson, William J                BAY.W      505      495.00     100.00      8 Nov 1995     31 Aug 1996       0
1028    Vacant                             BAY.W      505      505.00       0.00                                      VR
1101    Cruz, Wilmer                       BAY        505      490.00     100.00     31 May 1996     28 Feb 1997       0
1102    Juckett, Christie                  BAY        505      480.00     200.00     25 Sep 1993     31 Aug 1996       0
1103    Fehr, Diana Jo                     BAY        505      480.00     200.00     11 Aug 1995     31 Aug 1996       0
1104    Wagers, Scott                      BAY        505      515.00     100.00     12 Aug 1994     Monthly           0
1105    Milligan, Michael                  BAY        505      490.00     100.00     12 Jul 1996     30 Apr 1997       0
1106    Flores, Jeanie M                   BAY        505        0.00     100.00     14 Jul 1995     31 Jul 1996      NU
1107    Flack, Kenneth                     BAY.W      505      495.00     100.00     22 Dec 1995     30 Sep 1996       0
1108    Macmaster, Frank J                 BAY.W      505      540.00     200.00     18 Aug 1995     Monthly           0
1109    Yastrop, Mark                      BAY.W      505      495.00     100.00      6 Feb 1996     30 Nov 1996       0
1110    Anderson, Muriel                   BAY.W      505      505.00     100.00      7 Jun 1996     31 May 1997       0
1111    Nelson, Edward M.                  BAY.W      505      495.00     100.00     30 Jun 1994     31 Jul 1996       0
1112    Mann, Terry M                      BAY.W      505      495.00     100.00      6 Apr 1995     31 Jan 1997       0
1113    Marchaesi, Jeff & Donna            COVE       700      565.00     100.00     19 Jul 1996     31 Jul 1997       0
1114    Hunt, Clarence                     COVE       700      515.00     100.00     23 Feb 1996     28 Feb 1997      NR
1115    Walters, Lois/Loyd                 COVE.FP    700      565.00     200.00      1 Feb 1996     31 Oct 1996       0
1116    Dahlstrom, Lisa M                  COVE       700      550.00     100.00     29 Jun 1995     30 Jun 1997       0
1117    Binios, Angela                     COVE       700      565.00     100.00     25 Sep 1995      3 Sep 1996       0
1118    Hanny, James                       COVE.FP    700      520.00     100.00      5 Apr 1996     31 Jan 1997       0
1119    Dobson, Nathan                     COVE.W     700      590.00     100.00     22 May 1996     31 May 1997       0
1120    Tiedemann, Terry J                 COVE.W     700      565.00     100.00      1 Jul 1995     30 Nov 1996       0
1121    O Conner, Kevin H                  COVE.WFP   700      590.00     100.00      7 Aug 1995     30 Sep 1996       0
1122    Davis, Thomas M                    COVE.W     700      565.00     100.00     16 Nov 1995     30 Nov 1996       0
1123    Cuppy, Shawnine                    COVE.W     700      590.00     200.00     31 May 1996     31 May 1997       0
1124    Kaufhold, Steven                   COVE.WFP   700      565.00     100.00      8 Feb 1996     30 Nov 1996       0
1125    Edwards, Terry                     BAY        505      475.00     100.00     19 Sep 1994     30 Nov 1996       0
1126    Newman, Terrence                   BAY        505      490.00     100.00      8 Mar 1996     31 Dec 1996       0
1127    Mayhall, Robert C.                 BAY        505      475.00     100.00      7 Jul 1995     30 Apr 1997       0
1128    Renner, Scott                      BAY        505      490.00     100.00     23 Jan 1996     31 Aug 1996       0
1129    Drost, William                     BAY        505      490.00     100.00      5 Jul 1996     31 Jul 1997       0
1130    Bodie, Matthew                     BAY        505      480.00     100.00     22 Dec 1995      3 Sep 1996       0
1131    Lamb, Marie                        BAY.W      505      505.00     100.00     15 Mar 1996     28 Feb 1997       0
1132    Carrington, Jon                    BAY.W      505      525.00     100.00     12 Nov 1994     Monthly           0
1133    Martin, Jennifer                   BAY.W      505      495.00     200.00      6 Oct 1995     30 Sep 1996      NU
1134    Reiss, William                     BAY.W      505      505.00     100.00     10 Jul 1996     30 Apr 1997       0
1135    Janis, Anne                        BAY.W      505      495.00     100.00     23 Feb 1990     31 Aug 1996       0
1136    Eric, Doyle                        BAY.W      505      505.00     100.00      1 May 1996     30 Apr 1997       0
1201    Cholowski, Ann M                   HARBOR     830      615.00     200.00     10 Jul 1995     31 Jul 1996       0
1202    Hamilton, Rebecca L                HARBOR     830      615.00     200.00     28 Jul 1995     31 Jul 1996       0
1203    Vacant                             HARBOR     830      640.00       0.00                                      VU
1204    Desai, Sanjeev                     COVE       700      545.00     100.00     10 Mar 1995     30 Sep 1996       0
1205    Creely, Curt P                     COVE       700      540.00     100.00     28 Jul 1995     31 Jul 1996       0
1206    Tharpe, Donald W                   COVE       700      565.00     200.00      6 Oct 1995     31 Jul 1996       0
1207    Sesin, Anthony                     COVE.W     700      565.00     200.00      4 Nov 1994     31 Aug 1996       0
1208    Vacant                             COVE.W     700      590.00       0.00                                      VR
1209    Stoneking, Stephanie               COVE.W     700      600.00     100.00      1 May 1996     30 Nov 1996       0
1210    Obara, Kathleen                    HARBOR.W   830      650.00     150.00     10 Mar 1994     31 Jul 1996      NU
1211    Morelli, Michelle                  HARBOR.W   830      650.00     200.00     22 Nov 1995     30 Nov 1996      NU
1212    Steimle, Eric                      HARBOR.W   830      665.00     200.00     15 May 1996     31 May 1997       0
1213    Dhaliwall, Lori                    COVE.W     700        0.00       0.00     26 Apr 1996     30 Apr 1997      NU
1214    Ashworth, Sherwood                 COVE.W     700      625.00     100.00      9 Jun 1995     Monthly           0
1215    Shelton, Wesley E                  COVE.WFP   700      565.00     200.00     25 Aug 1995     31 Aug 1995       0
1216    Mulks, Lori-Meyers, Todd           COVE.W     700      545.00     300.00     29 Feb 1996     30 Sep 1996       0
1217    Massar, Joe                        COVE.W     700      590.00     100.00     17 May 1996     28 Feb 1997       0
1218    Goodall, Lorilee                   COVE.WFP   700      575.00     100.00     24 Jan 1995     31 Oct 1996       0
1219    Guertin, Kevin                     COVE.W     700      625.00     200.00     15 Oct 1993     Monthly           0
1220    Bloom, Jonathan                    COVE.W     700      515.00     200.00     16 Feb 1996     15 Feb 1997       0
1221    Megill, Scott                      COVE.WFP   700      545.00     300.00     29 Feb 1996     30 Nov 1996       0
1222    Doxater, Jay W                     COVE.W     700      590.00     100.00      1 Nov 1995     31 Oct 1996       0
1223    Arbuckle, Craig D.                 COVE.W     700      625.00     100.00      1 Jun 1994     Monthly           0
1224    Foley, Dennis M.                   COVE.WFP   700      590.00     100.00      1 Nov 1995     31 Oct 1996       0
1225    McLaughlin, Julie                  COVE.W     700      545.00     100.00     22 Mar 1996     31 Dec 1996      NU
1226    Cochrane, Jennifer                 COVE.W     700      590.00     100.00     19 Jul 1996     31 Jul 1997       0
1227    Deason, Gale                       COVE.W     700      545.00     100.00     29 Feb 1996     30 Nov 1996       0
1228    Josuweit, Thomas                   HARBOR.W   830      650.00     200.00     20 Dec 1995     31 Dec 1996       0
1229    Sebetzki, George                   HARBOR.W   830      650.00     200.00     21 Aug 1994     31 Jul 1996      NR
1230    McKyton, Richard                   HARBOR.W   830      645.00     200.00     28 Jul 1995     31 Jul 1996       0
1231    Fratarcangeli, Linda               HARBOR.W   830      665.00     300.00      5 Apr 1996     31 Jan 1997       0
1232    Gerber, Kenneth                    HARBOR.W   830      645.00     200.00     28 Jul 1995     31 Jul 1996       0
1233    Dawe, Jonathon                     HARBOR.W   830      665.00     150.00      1 Feb 1993     30 Nov 1996       0
1234    Vacant                             COVE.W     700      590.00       0.00                                      VU
1235    Borte, Angela                      COVE.W     700      565.00     200.00     30 Dec 1995     30 Sep 1996       0
1236    Zander, Kimberly                   COVE.W     700      565.00     100.00     20 Nov 1995     31 Aug 1996       0
1301    Foster, Tim R                      PORT       910      695.00     200.00     16 Nov 1995     31 Aug 1996       0
1302    Zipfel, Erika                      PORT       910        0.00       0.00      1 Dec 1995     30 Nov 1996       0
1303    Holland, Robert E.                 PORT       910      730.00     200.00     28 Jan 1995     Monthly           0
1304    Alchin, John                       PORT       910      705.00     200.00     15 May 1996     28 Feb 1997       0
1305    Shuttera, Nicole                   PORT.W     910      735.00     250.00      1 Jul 1994     31 Jan 1997       0
1306    Crooks, Michael                    PORT.W     910      735.00     200.00     19 Jul 1996     31 Jul 1997       0
1307    Abshier, Stacie                    PORT.W     910      715.00     200.00     22 Dec 1995     30 Sep 1996       0
1308    Long, Elizabeth                    PORT.W     910      710.00     200.00      7 Jul 1995      31 Jul 1996      0
1309    Gilmore, Martha                    PORT       910      740.00     350.00     17 Apr 1994     Monthly           0
1310    Sanchez, Michell                   PORT       910      695.00     400.00     29 Jul 1994     31 Aug 1996       0
1311    Mahajan, Ranjan                    PORT.FP    910      695.00     200.00      5 Sep 1995     30 Jun 1997       0
1312    Vacant                             PORT       910      710.00       0.00                                      VU
1313    Campbell, James                    PORT       910      675.00     150.00      1 Aug 1994     31 Jul 1996      NU
1314    Fort, Kenyon                       PORT.FP    910      710.00     200.00     21 Jun 1996     30 Jun 1997       0
1315    Merchant, Christoph                PORT.W     910      770.00     200.00      3 Nov 1995     Monthly           0
1316    Hutchinson, Buffie J               PORT.W     910      715.00     300.00      8 Sep 1995     30 Sep 1996       0
1317    Einwalter, Norma                   PORT.WFP   910      715.00     200.00      6 Dec 1995     30 Sep 1996       0
1318    Hilley, Patricia                   PORT.W     910      715.00     200.00      5 Oct 1995     31 Oct 1996       0
1319    Turrell, Kathleen                  PORT.W     910      725.00     300.00      7 Feb 1996     30 Sep 1996       0
1320    Mc Killop, Jerry & Patricia        PORT.WFP   910      720.00     250.00     13 Jun 1992     30 Jun 1997       0
1321    Vacant                             BAY        505      490.00      00.00                                      VU
1322    Hennessey, Sheryl                  BAY        505      480.00     100.00      7 Apr 1995     31 Jan 1997       0
1323    Dennie, Calvin R                   BAY        505      475.00     100.00     16 Nov 1994     31 Aug 1996       0
1324    Carter, Levon                      BAY        505      480.00     100.00      9 Dec 1994     30 Nov 1996       0
1325    Ciccarone, Michael                 BAY.W      505      495.00     100.00     30 Jun 1995     30 Jun 1997       0
1326    Palmer, Kenneth                    BAY.W      505      505.00     200.00     10 Jul 1996     31 Jul 1997       0
1327    Gudino, Richard                    BAY.W      505      495.00     100.00      6 Mar 1996     31 Dec 1996       0
1328    Spirtos, Nicki                     BAY.W      505      490.00     100.00      1 Aug 1994     31 Jul 1996      NU
1329    Morgan, Debra                      BAY.W      830      695.00     300.00     10 Oct 1994     31 Oct 1996       0
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Code  Status                     # Units       Rent Schedule           Amount
====================================================================================================
<S>   <C>                        <C>          <C>                     <C>
O     Occupied, No Notice        324           Units Occupied--        202,462.00
                                               Actual Rent

NU    Occupied, Notice            29           Units Vacant--           11,775.00
      Unrented                                 Vacant Potential

NR    Occupied, Notice             5           

VU    Vacant, Unrented            13           100% (Gross)            214,237.00
                                                                       Potential Value

VR    Vacant, Rented               8

SU    Charging A Skip,             0           Total Escrow             53,815.00
      Unrented                                 Deposits

SR    Charging A Skip              0           Total Rentable          258,130
                                               Square Feet
====================================================================================================

      Total Units                379                                       379

====================================================================================================
</TABLE>

<PAGE>
   SEP-09'OO MON 15:46 ID:  TEL NO:#       660 P02               


R:
PELICANS
                 PELICAN SOUND INCOME STATEMENT
                        INCOME STATEMENT
                         1/1/93-7/31/96


                                                         1/1/96-
                        1993       1994        1995      7/31/96
________________________________________________________________

GROSS POTENTIAL RENT  201,285  2,450,377   2,534,428  1,501,839 
RENT LOSS-VACANT      (16,149)  (154,074)   (169,631)   (94,534)
RENT LOSS-DELINQUENT   (4,174)   (82,818)    (23,239)    (7,874)
RENT CONCESSION                     (638)     (9,295)    (2,781)
PRIOR MONTH RENT        1,269     67,799      32,344      4,983 
PREPAID RENT            3,377     41,544       9,172     (5,156)
TOTAL RENTAL INCOME   185,608  2,322,190   2,373,779  1,396,477 
SERVICE INCOME          3,328     46,088      53,345     45,632 
OTHER INCOME               49      1,874         833      1,602 
TOTAL INCOME          188,985  2,370,152   2,427,957  1,443,711 

PERSONNEL              21,564    219,249     239,765    134,418 
OFFICE - SITE           2,666     20,850      20,851     11,208 
ADVERTISING &
 MARKETING              1,757     21,857      17,629     11,503 
OUTSIDE CONTRACTORS     1,285     45,317      41,124     27,539 
BUILDING SERVICES      10,438    117,487     117,938     65,702 
SUPPLIES                1,225     34,741      34,830     16,603 
UTILITIES              23,297    143,415     153,231     89,108 
GROUNDS                 4,273     60,383      66,717     41,443 
PROFESSIONAL FEES         813      3,183         560            
REPAIRS COVERED
 BY INSURANCE                        262         968            
PROPERTY MANAGEMENT
 FEE                   10,000    207,292     188,428    108,491 
PROPERTY TAXES         28,609    304,842     298,528    163,000 
INSURANCE               1,800     26,964      59,378     23,724 
TOTAL OPERATING
 EXPENSES             107,727  1,205,842   1,239,947    692,739 
NET OPERATING INCOME   81,258  1,164,310   1,188,010    750,972 

<PAGE>
                   Robert E. Riggins, SRA, MA

Education:

Memphis State University - Master of Science Degree (1980): Major 
- - Real Estate Finance; Minor - Economics.

Memphis State University - Bachelor of Business Administration
Degree (1970):  Major - Economics; Minor - Accounting

Courses:  American Institute of Real Estate Appraisers (AIREA):

     I-A - Basic Appraisal Principals, Methods and Techniques
     I-B - Capitalization Theory and Techniques
     II  - Urban Properties
     VI  - Real Estate Investment Analysis
     IX  - Appraisal Administration and Review
     IV  - Litigation Valuation

Courses:  Appraisal Institute

     Standards of Professional Practice, Parts A & B
     Capitalization Theory, Part B
     Uniform Residential Appraisal Report

Seminars:

     Statistics in Real Estate (AIREA)
     Multifamily Appraisal Seminar (SREA)
     Investment Feasibility Analysis (SREA)
     Market and Marketability Analysis (SREA)
     Cash Flow and Risk Analysis (SREA)
     Instructor - Single Family Underwriting Seminar (MBA)
     FHLBB - R-41(c) Seminar (AIREA)
     Standards of Professional Practice (SREA)
     New URAR Appraisal Report (Appraisal Institute) 1993
     USPAP "Core" Law
     HUD Lender Selection Roster Appraiser Training (11/94)

Professional Affiliations:

Member of the Appraisal Institute, MAI Designation #6123.

Past President and Member of the Board of Directors, Memphis
Chapter #53 of the Society of Real Estate Appraisers.

Past Chairman of the Educational Committee and Candidates
Committee, Memphis Chapter #51 of the American Institute of Real
Estate Appraisers.

Board of Directors of the Tampa Bay Chapter of the Appraisal
Institute.

Beta Sigma Phi, National Honorary Scholastic Fraternity.

Member - FNMA Condominium Task Force.

Experience:

President, RIGGINS, ATKINSON, COMBS & ASSOCIATES, INC. (1994--
Present)

Senior Vice President and Regional Manager, Commercial Real
Estate Appraisals, AppraisalFirst, Inc. (1990 - 1994).

Vice President and Regional Manager, Commercial Real Estate
Appraisals, AppraisalFirst, Inc. (1987 - 1990).

Regional Manager, Commercial Real Estate Appraisals, AmeriFirst
Appraisal Company (1985-1987).

Senior Vice President, Construction and Commercial Lending,
Banksmiths Mortgage Corporation (1984-1985).

Senior Vice President, Chief Appraiser, Citizens Mortgage
Corporation (1983-1984).

Vice President, Commercial Lending and Commercial Appraisal
Departments, Leader Federal Savings and Loan Association (1972-
1983).

Licenses:

Licensed Real Estate Broker, State of Florida.
State Certified, General Appraiser # 0000605

The Appraisal Institute conducts a program of continuing
education for designated members.  Designated members who meet
the minimum standards of this program are awarded periodic
educational certification.  Robert E. Riggins is currently
certified under this program.
<PAGE>
                    William W. Atkinson, MAI


Education:

Florida State University 1986, Tallahassee Florida, Bachelor of
Science Degree in Finance and Real Estate.  Minor in Accounting.


Courses:


     Florida State University
     Real Estate Feasibility Analysis
     Real Estate Principles and Practices
     Real Estate and Its Legal Environment
     Real Estate Appraisal      
     Real Estate Market Analysis
     Real Estate Finance


     Appraisal Institute
     Standards of Professional Practice SPP, Part A (9/94)
     Standards of Professional Practice SPP, Part B (9/94)
     Real Estate Appraisal Principles 1A1 (10/89)
     Basic Valuation Procedures 1A2 (3/90)
     Capitalization Theory and Techniques, Part A IBA (3/91)
     Capitalization Theory and Techniques, Part A lBB (6/91)
     Case Studies in Real Estate Valuation (11/92)
     Report Writing and Valuation Analysis (6/93)
     Non-Residential Demonstration Report (10/94)
     The Appraiser's Complete Review (2/95)
     Comprehensive Exam (2/95)


     Commercial Investment Real Estate Institute
     Financial Analysis For Commercial Investment Real Estate
     CI 101 (4/96)
     Market Analysis For Commercial Investment Real Estate CI 201
     (8/96)
     Decision Analysis For Commercial Investment Real Estate
     CI 301 (5/96)


Seminars:

     Appraisal Institute
     Demonstration Non-Residential Report Writing (3/94)
     USPAP "Core" Law (6/94)
     U.S. Department of Housing & Urban Development
     HUD Lender Selection Roster Appraiser Training (11/94)


Professional Affiliations:

Member of the Appraisal Institute, MAI Designation #10,975
Candidate For CCIM Designation


Experience:

Vice President, Riggins, Atkinson, Combs & Associates, Inc.
(1994-Present)

Staff Appraiser, Residential and Commercial Division -
AppraisalFirst, Inc., Clearwater, Florida. (1987-1994)

Staff Appraiser, Residential Division - AmeriFirst Appraisal
Company, Clearwater, Florida (1986-1987)


License:

Licensed Real Estate Broker - State of Florida.
State-certified general appraiser #0001221


<PAGE>


Annex B:  Appraisal of Meadows II










                         AN APPRAISAL OF


                THE MEADOWS - PHASES II, III & IV


                 A 316 Unit Apartment Community



                           LOCATED AT

                 201 - 401 North Thompson Drive
                       Madison, Wisconsin




                               FOR

                   THE DECADE COMPANIES, INC.
                      250 PATRICK BOULEVARD
                            SUITE 140
                   BROOKFIELD, WISCONSIN 53045





                               BY

                     T. M . WARNER, MAI, SRA
            Wisconsin Certified General Appraiser 227




                   EFFECTIVE DATE OF APPRAISAL

                       September 25, 1996
<PAGE>

                    The Meadows II Apartments
                  201-401 North Thompson Drive
                       Madison, Wisconsin

<PAGE>

                        Table of Contents


                                                             PAGE


Assumptions and Limiting Conditions. . . . . . . . . . . . . .-1-
Market Value Defined . . . . . . . . . . . . . . . . . . . . .-2-
Hazardous Materials. . . . . . . . . . . . . . . . . . . . . .-3-
ADA Compliance . . . . . . . . . . . . . . . . . . . . . . . .-3-
Property Rights Appraised. . . . . . . . . . . . . . . . . . .-3-
Purpose Of The Appraisal . . . . . . . . . . . . . . . . . . .-4-
Function Of The Appraisal. . . . . . . . . . . . . . . . . . .-4-
Appraisal Scope. . . . . . . . . . . . . . . . . . . . . . . .-4-
Inspection . . . . . . . . . . . . . . . . . . . . . . . . . .-4-
Market Delineation . . . . . . . . . . . . . . . . . . . . . .-4-
Data Sources . . . . . . . . . . . . . . . . . . . . . . . . .-4-
Valuation Process. . . . . . . . . . . . . . . . . . . . . . .-5-
Taxes and Assessments. . . . . . . . . . . . . . . . . . . . .-6-
Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . .-6-
Flood Hazard Statement . . . . . . . . . . . . . . . . . . . .-6-
Legal Description. . . . . . . . . . . . . . . . . . . . . . .-6-
Owner Of Record. . . . . . . . . . . . . . . . . . . . . . . .-6-
Market Analysis. . . . . . . . . . . . . . . . . . . . . . . .-8-
Subject Market Summary . . . . . . . . . . . . . . . . . . . .-8-
Estimated Marketing Period . . . . . . . . . . . . . . . . . .-8-
Neighborhood Description . . . . . . . . . . . . . . . . . . .-9-
Site Description . . . . . . . . . . . . . . . . . . . . . . -10-
Physical Description of Improvements . . . . . . . . . . . . -10-
Highest and Best Use . . . . . . . . . . . . . . . . . . . . -12-
The Three Approaches to Value. . . . . . . . . . . . . . . . -14-
The Cost Approach. . . . . . . . . . . . . . . . . . . . . . -14-
Direct Sales Comparison Approach . . . . . . . . . . . . . . -21-
The Income Capitalization Approach . . . . . . . . . . . . . -29-
Correlations and Conclusions . . . . . . . . . . . . . . . . -37-
Certification. . . . . . . . . . . . . . . . . . . . . . . . -39-






                             Addenda

Surveys                            Photographs
Site Plans                         Corporate Resume
General Area Data                  Qualifications of the Appraiser

<PAGE>

September 25, 1996


Mr. Michael Sweet
The Decade Companies
250 Patrick Boulevard, Suite 140
Brookfield, Wl 53045

RE:  The Meadows Apartments - Phases II, III & IV
     201- 401 North Thompson Drive
     Madison, Wisconsin 53714

Dear Mr. Sweet:

As requested, we have prepared an analysis and valuation of the
above captioned property, an irregularly shaped improved site
containing a total of 848,224 square feet, or 19.473+/- acres, more
or less. The site has twelve two story and basement, wood frame
construction apartment buildings containing 316 apartment units,
pool area, tennis courts and other recreational features. The
buildings were built in 1977 to 78,79 and 1980. The buildings
contain a total of 254,836+/- square feet. There are also asphalt
parking areas, drives, pool, deck fencing, tennis courts, walks and
patios, landscaping and project signage as described in the report.

The subject's zoning is R4 Multi-Family Residential. The
improvements represent a legal and conforming use in accordance
with this zoning classification. The property is served by all
utilities, including municipal sewer and water, and commercial gas,
telephone and electric service.

We have reviewed the Federal Reserve Board (FRB) rules regarding
Appraisal Policies and Procedures effective 8/9/90, revised 10/94
and this report was prepared in conformance with these regulations.
We have reviewed the Uniform Standards of Professional Appraisal
Practice (USPAP), adopted by the Professional Standards Board of
the Appraisal Foundation effective 4/27/87, revised 12/94 and to
the best of our knowledge have followed the policies and procedures
set forth in these regulations in appraising this property.
Accordingly, this appraisal specifically complies with laws and
regulations as defined in Chapters 15, 440, and 458, Wisconsin
Statutes, and RL 80-86, Wisconsin Administrative Code. The value
stated in this letter of transmittal is valid only in conjunction
with the analysis found in the narrative portion of this report.

<PAGE>











Based on an inspection of the subject site, the improvements
thereon, a study of the Southern Wisconsin apartment market, a
study of sales, offerings of similar properties, as well as other
environing factors pertinent to value, it is our opinion that the
subject that the subject property has an estimated "Market Value"
of the Fee Simple Estate as of September 25, 1996, of:

           Eleven Million One Hundred Thousand Dollars

                         ($11,100,000)*

*of which $1,422,000 is ascribed to the value of the land. No
furniture, fixtures and equipment (FF&E) or any other personal
property was valued in connection with this assignment.

               Respectfully submitted,






               T. M. Warner, MAI, SRA
               Wisconsin Certified and Licensed General Appraiser
No. 227
               As of the date of this report, I have completed the
               requirements of the Continuing Education Program of
               the Appraisal Institute Physically inspected
               subject property

<PAGE>

Assumptions and Limiting Conditions

The certification of the Appraisers appearing in the appraisal
report is subject to the following conditions and to such other
specific and limiting conditions as are set forth by the
Appraisers in the report The Appraisers assume no responsibility
for matters of a legal nature affecting the property appraised or
the title thereto, nor do the Appraisers render any opinion as to
the title, which is assumed to be good and marketable. The
property is appraised as though under responsible ownership.

The Appraisers have made no survey of the property. Any sketch in
the report may show approximate dimensions and is included to
assist the reader in visualizing the property. The Appraisers are
not required to give testimony or appear in court as a result of
having made the appraisal with reference to the property in
question, unless arrangements have been previously made therefor.
Any distribution of the valuation in the report between land and
improvements applies only under the existing program of
utilization. The separate valuations for land and building must
not be used in conjunction with any other appraisal and are
invalid if so used.

The Appraisers assume that there are no hidden or unapparent
conditions of the property, subsoil or structures, which would
render it more or less valuable. However, the appraisers have
noted in the appraisal report any adverse conditions (such as,
needed repairs, depreciation, the presence of hazardous wastes,
toxic substances, etc.) observed during the inspection of the
subject property or have become aware of during the normal
research involved in performing the appraisal. Unless otherwise
stated in the appraisal report, the appraiser has no knowledge of
any hidden or unapparent conditions of the property or adverse
environmental conditions (including the presence of hazardous
wastes, toxic substances, etc.) that would make the property more
or less valuable, and has assumed that there are no such
conditions and makes no guarantees or warranties, express or
implied, regarding the condition of the property. The appraiser
will not be responsible for any such conditions that do exist or
for any engineering or testing that might be required to discover
whether such conditions exist. Because the appraiser is not an
expert in the field of environmental hazards, the appraisal
report must not be considered as an environmental assessment of
the property.

Information, estimates, and opinions furnished to the Appraisers
and contained in the report were obtained from sources considered
reliable and believed to be true and correct. However, no
responsibility for accuracy of such items furnished the
Appraisers can be assumed by the Appraisers.

Disclosure of the contents of the appraisal report is governed by
the Uniform Standards of Professional Appraisal Practice (USPAP)
as adopted by the Appraisal Institute to which the Appraisers are
affiliated. Neither all nor any part of the contents of the
report or copy thereof (including conclusions as to the
property's value, the identity of the Appraisers, professional
designations, reference to any professional appraisal
organizations, or the firm with which the Appraisers are
connected), shall be used for any purposes by anyone but the
client in the report, the borrower if appraisal fee paid by same,
the mortgagee or its successors and assigns, mortgage insurers,
consultants, professional appraisal organizations, any state or
federally-approved financial institution, any department, agency,
or instrumentality of the United States or any State or the
District of Columbia, without the previous written consent of the
Appraisers; nor shall it be conveyed by anyone to the public
through news, advertising, public relations, sales, or other
media without written consent and approval of the Appraisers.

Appraisals subject to satisfactory completion, repairs, or
alterations are contingent upon completion of the improvements in
a workmanlike manner. (FHLMC 439, 1986) It is hereby certified
that, as well as can be determined, the statements contained in
this appraisal and upon which opinions expressed herein are based
are correct, subject to the limiting conditions set forth. This
appraisal report conforms with regard to format and content in
accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as adopted by the Appraisal Institute to which
the Appraisers are affiliated.

All furnishings/equipment, except if specifically indicated or
typically considered part of real estate, are disregarded and
only the real estate is considered. Sales data used in this
report is believed reliable but since it was not possible to
inspect each property completely it is necessary to rely on
information furnished by others and the value conclusions are
subject to the correctness and verification of the said data.
"Market Value", as defined below, does not reflect "Fair Value"
as defined in foreclosure cases, which value may be less, nor
does it reflect liquidation value. This report is not meant for
insurance purposes, is not an energy inspection and is subject to
an "Energy Efficiency Certificate, Stipulation or Waiver" as
authorized by DILHR, if so required. This appraisal report was
prepared for Mr. Michael Sweet of the Decade Companies, for
company purposes and may not be used for any other purpose,
without written consent from T. M. Warner, MAI, SRA.







Market Value Defined

The definition of
"Market Value"
according to Office of the Comptroller of Currency (OCC) 12 CFR
34, Subpart C is as follows:



"The most probable price which a property should bring in a
competitive and open market under all conditions requisite to a
fair sale, the buyer and seller, each acting prudently, and
knowledgeably, and assuming the price is not affected by undue
stimulus. Implicit in this definition is the consummation of a
sale as of a specified date and the passing of title from seller
to buyer under conditions whereby;

     -    Buyer and seller are typically motivated;

     -    Both parties are well informed or well advised, and
          acting in what they consider their own best interests;

     -    A reasonable time is allowed for exposure in the open
          market;

     -    Payment is made in terms of cash in U.S. dollars * or
          in terms of financial arrangements comparable thereto;
          and

     -    The price represents the normal consideration for the
          property sold unaffected by special or creative
          financing * or sales concessions granted by anyone
          associated with the sale".

* Adjustments to the comparables must be made for special or
creative financing or sales concessions. No adjustments are
necessary for those costs which are normally paid by seller as a
result of tradition or law in a market area; these costs are
readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing
adjustments can be made to the comparable property by comparison
to financial items offered by a third party institutional lender
that is not already involved in the property or transaction. Any
adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession but the dollar amount
of any adjustment should approximate the market's reaction to the
financing or concessions based on the Appraisers' judgment.

To aid the casual reader of this report, basic, non-definitional
principles of Market Value are summarized below:

     -    Market value is an economic concept based on the notion
          of trading one thing for another according to an
          agreed-on element of exchange such as money, services,
          goods, or real estate.

     -    Market value is not the same as either "price" or
          "cost".

     -    Market value assumes that a marketplace exists in which
          privately owned properties can be traded and that
          government supports and encourages, but also regulates
          (and therefore contributes to), the private market and
          the ownership of property.

     -    Market value is based on values established in
          transactions between independent parties and is the
          equitable standard for determining value between such
          parties when voluntary negotiation is not possible.

     -    Market value is determined by the market, even when it
          is not possible to precisely define the nature or
          extent of that market.

Hazardous Materials

The value estimated is based on the assumption that the property
is not negatively affected by the existence of hazardous
substances or detrimental environmental conditions, unless
otherwise stated in this report. The Appraisers are not experts
in the identification of hazardous substances or detrimental
environmental conditions. The Appraisers' routine inspection of
and inquiries about the subject property did not develop any
information that indicated any apparent significant hazardous
substances or detrimental environmental conditions which would
affect the property negatively unless otherwise stated in this
report. It is possible that tests and inspections made by a
qualified hazardous substance and environmental expert would
reveal the existence of hazardous substances or detrimental
environmental conditions on or around the property that would
negatively affect its value.

ADA Compliance

The Appraiser(s) have not, nor are they qualified to conduct an
evaluation to determine whether or not the subject building
complies with Title 111 of the Americans With Disabilities Act
(ADA) printed in the Federal Register, CFR Part 36, July 26,
1991, effective January 26, 1992 relating to Public
Accommodations and Commercial Facilities containing Public
Accommodations. Regardless of ADA Compliance, this appraisal
assumes any improvements have been completed in a workmanlike
manner and in accordance with the plans and specifications and
building codes of said Community or State, whichever applies.

Property Rights Appraised

To be appraised are the leased fee property rights in and to the
herein described real estate. Fee simple ownership is described
as follows:

     Absolute ownership unencumbered by any other interest or
     estate, subject only to the limitations imposed by the
     governmental powers of taxation, eminent domain, police
     power and escheat.

Purpose Of The Appraisal

This appraisal is made to estimate the current "Market Value" of
the Fee Simple ownership of the subject property.

Function Of The Appraisal

The estimated "Market Value" as reported is to serve as a basis
establishing value for for internal purposes of the ownership
entity.

Appraisal Scope

An appraisal is a supported estimate of market value; the
appraisal process itself is a type of research study or project
including analysis of information found and conclusion drawn
about the estimated value of the property appraised.
Specifically, the report includes information about the real
estate market, its supply and demand balance, and information
about marketing terms, pricing, and values. As stated, the
objective of the appraisal is to estimate market value of the
property appraised. The appraisal is a process of research and
analysis; the appraisal report is the written summary of that
physical and mental activity. Thus, it is important to define
here, as well as in various sections of this appraisal, the
"Scope" is the extent and nature of the research and analysis
involved in the appraisal process.

Specific Assignment

The appraisal assignment is to value the land (including any
excess land) and all proposed improvements, including building
fixtures and appurtenances attached thereto by each of the three
recognized approaches to value: the Cost, Income Capitalization,
and Direct Sales Comparison Approaches, and to establish the
contributory value of any fixed building service equipment. No
furnishings, fixtures and equipment (FF&E) or any other personal
property was valued in connection with this assignment.

Inspection
The property was inspected for appraisal purposes on September 21
and September 25, 1996 by T. M. Warner, MAI, SRA. The effective
date of valuation is the date of inspection, September 25, 1996.

Market Delineation
The subject market area is defined as similar apartment areas in
Southeastern Wisconsin, focusing on the Madison Metropolitan
property markets. Naturally, comparable improved and vacant land
sales in the immediate area were given the greatest consideration
in the market analysis. Of the specific comparable vacant and
improved properties researched by the Appraisers as a basis of
comparison, all are regarded as "arm's length" sales and in a
market not normally subject to speculation. The motivational
factors of the sales will be discussed in the valuation section
to follow.

Data Sources
Comparable property research data sources included the
appraiser's real estate market information files and computer
records, physical signs indicating comparable property for sale,
for lease, or sold (and corresponding agent or broker), published
advertising, published news articles, personal interviews,
various assessors and the appraisers' other public record
reporting services. These sales and offerings were verified by
physical inspection, examination of county records and
conversations with the owners and/or agents of the individual
properties. Included within this report is an analysis of vacant
land and similar improved properties that are (were) the most
comparable to the subject. The valuation of the subject is based
on the (subject's) highest and best use, as defined later within
this report. Cost information for the building and land
improvements was obtained from the "Marshall Valuation Service"
published by Marshall and Swift, Los Angeles, California, and the
"Boeckh Building Valuation Manual" published by E. H. Boeckh
Company, New Berlin, Wisconsin, a division of Thomson Publishing
Corp.

Valuation Process
Application of the three conventional valuation techniques
including the Cost Approach, the Direct Sales Comparison Approach
and the Income Capitalization Approach, resulted in independent
value estimates. In a complete appraisal, all three approaches
are considered and the reasonableness and appropriateness of each
technique was weighted in comparison to typical market behavior.
A complete discussion of this process is located at the end of
the valuation sections in the reconciliation of the three
approaches.

<PAGE>

PROPERTY SALIENT FACTS


Taxes and Assessments

The subject property is identified as Tax Key Numbers 0710-032-
1502,1503 & 1504. The property is presently assessed as follows:

              Land                $1,246,000
              Improvements         7,154,000
              Total               $8,400,000

The 1995 net real estate taxes were $269,370. The present
assessment ratio is 98.83%, indicating a real estate value of
$8,499,444.

Note:     The value estimated as reported in this appraisal
          differs from the Tax Assessor's estimate of "Fair
          Market" value. As is customary, we did not consult the
          Assessor to question the method(s) used in the
          estimation. Accordingly, we are unable to review the
          Assessor's findings and/or comment on the accuracy of
          the estimate itself. No discernable pattern exists with
          the assessments in the area; however, we have found the
          commercial assessments to be relatively fair between
          the various properties.




Zoning

Zoning classification for the property is R-4 Multi-Family
Residential District and the existing improvements represent a
legal and conforming use in accordance with this zoning
classification. All building and land improvements on the site
were approved by the City of Madison.

Flood Hazard Statement

According to the flood hazard map published by the Department of
Housing and Urban Development for the Federal Insurance
Administration (FEMA) Community Panel 5500830019-D, the subject
site is in a Zone C, an area of minimal flood hazard.

Legal Description

The subject's legal description is:     Phase II: Lot 2 Certified
                                        Survey Map 1872
                                        Phase III: Lot 1 of
                                        Certified Survey Map 2982
                                        Phase IV: Lots 2 & 3
                                        Certified Survey Map 2982
                                        as further described on
                                        the attached and included
                                        surveys of lands located
                                        in the City of Madison,
                                        Dane County, Wisconsin.

Owner Of Record

According to Dane County Register of Deeds, there have been no
recent sales of the subject property. The property was purchased
in January, 1989 by the Decade Companies for $10,049,173.

<PAGE>

Area Information

Regional Overview - Madison Metropolitan Area

The subject is located in the city of Madison, Dane county,
Wisconsin. The City of Madison is part of Madison-Dane County
Metropolitan Area (SMA). Madison is located in south central
Wisconsin, 140 miles northwest of Chicago and 290 miles southeast
of Minneapolis. It is the state capitol and second largest city
in the state.

The Madison metro area had a population of 393,788 in 1995. The
January of 1994 population was 389,677 and the 1990 population
was 367,085. This is the largest increase in population of the 13
metro counties in Wisconsin.

Madison has been a very stable community because of its major
employer - the University and state and federal government. The
University of Wisconsin at Madison employs 26,467 with the next
major employers, the UW Hospital with 4,528 the US government
with 3,700 and the Madison school district with 3,462.

The unemployment rate has remained under 2% while the state has
average 3.8% almost two percent under the national rate of 5.8%.

The City of Madison has attracted much press in the last several
years. It topped "Money" magazines list of Best Places to Live
recently. Included is a copy of the article from the July, 1996
issue which will provide and detail many statistics and
background information.




Summary

The Madison Metropolitan area's accessibility to major markets,
its excellent location and superior transportation facilities,
its diversified economy and its favorable social and cultural
climate insure its position as an important center for trade and
commerce. Prospects for continued growth and prosperity are
excellent.

<PAGE>

Market Analysis




                     MULTIPLE FAMILY MARKET

The apartment market in Madison has a history of consistent
growth. There are approximately 45,300 rental in the city of
Madison and 69,100 rental units in Dane county. Over the past
three years construction of new multi-family units in Madison has
average approximately 1,100 unit per year. The balance of supply
and demand has kept overall vacancy rate in the 3 to 6 percent
range for most properties. 1995 was the year that construction
neared saturation and the market neared an overbuilding state.
Occupancies neared 7% in the far west region of Madison in 1995.
The market has recovered through 1996 with projects like the
Meadows now having waiting lists for several of its unit types.
Newer construction will have its niche but higher construction
costs and locations that are further from current amenities and
workplaces should lessen their competitive impact.



Subject Market Summary - Real Estate Sales

With the exception of the 1990-91 recession, in spite of
declining real estate values in other areas of the country, area
market values have been stable to increasing. Overall, we have
seen no evidence of decreasing local real estate values and this
stable to upward trend is expected to continue into the
foreseeable future. Demand for apartments and small freestanding
one story buildings continues to be the strongest segment of the
office, industrial and retail markets.




Financing

Ample funds are available; however, area lenders require a
considerable amount of equity in multi-family properties.
Although the lenders are very selective, financing for quality
borrowers with 20 to 30%+/- equity has been available. Interest
rates have risen slightly from the previous 25-year low observed
in mid to late 1993.

Summary - Estimated Marketing Period

An overview of the market for property similar to the subject
suggests a "typical" marketing period of less than six months.
As will be mentioned later, a project similar to the subject, the
465 unit "Country Meadows" was recently offered for sale and has
received over a dozen offers within a 60 day period. It is our
opinion that the marketing time should be within the above
mentioned time frame assuming the following:

     -    That the subject's condition at the time of offering
          was the same as described in this report.

     -    That the subject offering price was within a reasonable
          range of this appraisal's estimated "Market Value".




Neighborhood Description

The subject is located in the northeasterly portion of Madison.
The area is primarily single and multifamily residential.
Stoughton Road where local shopping is located is one-half mile
to the west.

Typical Developments

The immediate area is single family residential to the south and
west. There is commercial further east along Stoughton Road and
the main Madison post office at Milwaukee and Stoughton
intersection. To the north of Highway 30 is multifamily and
single family residential in the area range in value from $75,000
to $180,000. The neighborhood is considered a stable residential
area.

Freeway Access/Transportation

The site is buffered to the south by Highway 30 and to the east
by the 1-90/94 right of way. Highway 30 and 1-90 are at higher
grades than the project providing little objectionable noise
pollution.

The area has good transportation service with Thompson's access
to the previously mentioned highways and to Milwaukee and
Stoughton Roads. These streets also give good accessibility to
other areas in the city and the surrounding counties.

Adverse Influences

Overall, the subject apartments are comparable in use to the area
and do not exert or receive adverse market influences.




General Remarks

The area has good street access to other points in the
Metropolitan Madison via via arterial streets and the freeway
system. Residential values have been stable during the past year.

There has been limited development of new apartments projects
during the last year as developers completed rentup and
stabilization of newly developed stock that had made the market
become fragile.

<PAGE>

SITE IMPROVEMENTS


Site Description


Size

The subject property has slightly over 1827 feet of frontage on
North Thompson Drive, over 860 feet of frontage along the curve
of Highway 30 to its north and to the southeast abuts the I90-94
right of way as can best be seen from the included surveys. The
site is irregular in shape and contains 848,224 square feet or
approximately 19.473 acres.

Site

     Parking Area             The subject has asphalt paved
                              surface parking 512+/- cars. The
                              existing asphalt paving is in
                              average condition for its age.

     Concrete                 Concrete sidewalks, curbs, stairs
                              and patios. There are individual
                              patios for ground floor units.

     Landscaping              Grass, trees and shrubs.

     Signs                    Project identification signs along
                              N. Thompson, at the managers
                              building and along Highway 30 and
                              I90-94.

     Utilities                Commercial electric and gas,
                              municipal water, sanitary sewer and
                              storm sewer.

     Topography               The site is generally rolling
                              sloping from the southeast.

     Bearing Quality          No apparent problems.

     Drainage                 Appears adequate.

     Adverse Easements        Typical utility, etc. To the best
                              of the Appraisers' knowledge, there
                              are no private restrictions,
                              easements, or encroachments, etc.,
                              which would adversely effect the
                              utility or value of the property.

     Special Assessments      None known.

     Designated Flood Hazard  Flood zone "C". See previous
                              section of this report for map
                              reference.

     Underground Tanks        None known.


Physical Description of Improvements

The site is improved with a two story and basement apartment
buildings, with a total of 316 units, of wood frame construction
with brick veneer first story exterior and wood and stucco panel
exterior surface finish. The 12 buildings are "L" shaped and
contain a total of 254,836+/- square feet of above ground gross
building. It should be noted that there is a difference between
the referenced typical unit sizes and this calculated building
area as shown on the rent roll. This is not unusual because
typical unit sizes are a generalization. The calculated size is
from surveys and the appraiser's measurements.

Unit Layout

Included are typical unit floor plans or layouts for the four
unit types: one, two, three and four bedroom units. The subject
has 100 one bedroom units, 192 two bedroom and 12 three bedroom
and 12 four bedroom types of units.



Building Specifications  The quality of construction is assumed
                         to be average for a building of this
                         type.

     Year Built          Phase II was built in 1977 to 78, Phase
                         III in 1979 and Phase IV in 1980.

     Foundation          Reinforced concrete footings and poured
                         concrete block walls below grade, with a
                         4" reinforced concrete floor.

     Exterior Walls      The buildings being built in phases have
                         slightly different materials but are
                         generally wood frame with brick veneer
                         for the first story and wood and stucco
                         panel trim on the second story.

     Wall Height         9'+/- story height for above grade levels.

     Framing             Wood framing above grade. With wood
                         trusses supporting the second floor and
                         batt insulation in the first floor
                         ceiling. The roof is supported by wood
                         trusses.

     Roof                Gable style, mediums pitched roof with
                         asphalt shingles.

     Floors

          Basement       Concrete as described previously.

          First          Plyscore over wood joists.

          Second         Appears to be glued floor system on deep
                         floor trusses.

     Floor Finishes      Corridors and stairwells are to be
                         carpeted. The individual units will have
                         a carpeted foyer, carpeting in the
                         living rooms, bedrooms and walk-in
                         closets and sheet vinyl in the kitchens.
                         Bathrooms have a variety of finishes
                         including carpet, vinyl and ceramic
                         tile.

     Walls               Painted 1/2" drywall on the interior
                         walls, with 5/8" drywall on all exterior
                         walls, common walls and both sides of
                         the corridor walls. Assumes that there
                         are double insulated walls on the common
                         walls between units.

     Ceilings            Flat painted 5/8" drywall ceilings.

     Windows             Anodized aluminum framed double hung
                         windows in the bedrooms, with self
                         storing storms and screens. Each unit
                         has an anodized aluminum framed patio
                         door, with screens.

     Electrical          The building has adequate electrical
                         service, with each unit having 60+/- amps
                         breaker boxes. All units have smoke
                         alarms, as do the public areas, as
                         required by building codes.

     Water Heater        High recovery gas fired water heater.

     Heating/Air Conditioning Each building has hot water
                              hydronic heating and separate
                              sleeve electric air conditioning.

     Miscellaneous       All units have electric range,
                         refrigerator, dishwasher, hood and
                         disposal.

Highest and Best Use

The following is given to clarify the concept of highest and best
use.

Highest and best use has been defined as:

     The reasonably probable and legal use of vacant land or an
     improved property, which is physically possible,
     appropriately supported, financially feasible, and results
     in the highest value.

     Alternatively, that use, from among reasonably probable and
     legal alternative uses, found to be physically possible,
     appropriately supported, financially feasible, and which
     results in highest land value.

The definition immediately above applies specifically to the
highest and best use of land. It is to be recognized that in
cases where a site has existing improvements on it, the highest
and best use may very well be determined to be different from the
existing use. The existing use will continue, however, unless and
until land value in its highest and best use exceeds the total
value of the property in its existing use.

Implied within these definitions is recognition of the
contribution of that specific use to community environment or to
community development goals in addition to wealth maximization of
individual property owners. Also implied is that the
determination of highest and best use results from the
Appraisers' judgment and analytical skill, i.e., that the use
determined from analysis represents an opinion, not a fact to be
found. In appraisal practice, the concept of highest and best use
represents the premise upon which value is based. In the context
of most probable selling price (market value) another appropriate
term to reflect highest and best use would be most probable use.
In the context of investment value an alterative term would be
most profitable use.

In ascertaining the subject's highest and best use, consideration
was given to such factors as zoning, location, surrounding
developments, the nature of the existing building improvements
and the current demand for land/buildings that are similar to the
subject.


The Land As If Vacant

Given the land use pattens of Madison and present zoning for the
area, the land would likely be improved with a similar multi-
family residential buildings.

Summary - Highest and Best Use

The existing subject multifamily residential improvements
represents the highest and best use of the subject property as of
the date of this analysis.

<PAGE>

Valuation Section

The Three Approaches to Value

     The three basic appraisal techniques used in evaluating real
     estate are the Cost, Direct Sales Comparison and Income
     Capitalization Approaches. All approaches to value rely on
     data derived from the market. The Cost Approach uses recent
     sales of vacant land having similar amenities and zoning to
     arrive at a land value which is added to the depreciated
     value of the improvements. The Direct Sales Comparison
     Approach is based on sales of similar, recently-sold
     properties which develop an indication of the most probable
     sale price for the property being valued. Under the Income
     Capitalization Approach, data is taken from the market to
     develop a gross income multiplier and/or a capitalization
     rate.

The Cost Approach

This approach to value can be described as:

     That approach in appraisal analysis which is based on the
     proposition that the informed purchaser would pay no more
     than the cost of producing a substitute property with the
     same utility as the subject property. It is particularly
     applicable when the property being appraised involves
     relatively new improvements which represent the highest and
     best use of the land or when relatively unique or
     specialized improvements are located on the site and for
     which there exist no comparable properties on the market.

Methodology

The procedure for valuing property with the Cost Approach
includes the following steps: 1) estimate the value of the land
(site) as though vacant and available for development to its
highest and best use; 2) estimate the reproduction or replacement
cost of the primary structure(s) as of the effective appraisal
date, including direct and indirect costs; 3) estimate other
costs (indirect costs) to bring the new, vacant primary
structure(s) to market conditions and occupancy levels; 4)
estimate an entrepreneurial profit; 5) add reproduction or
replacement costs, other costs, and the entrepreneurial profit to
arrive at the total cost of the primary structure(s); 6) estimate
accrued depreciation due to physical deterioration, functional
obsolescence, and external obsolescence; 7) deduct estimated
accrued depreciation from the total cost of the primary
structure(s) to derive an estimate of the depreciated cost; 8)
estimate the depreciated cost of accessory buildings and site
improvements; 9) add the depreciated costs of the primary
structure(s), the accessory buildings, and site improvements to
obtain the total depreciated cost of all the improvements; 10)
add site value to the total depreciated cost of the improvements
to obtain a value indication for the fee simple estate; and 11)
adjust the fee simple value to reflect the interests being
appraised, if necessary.

Replacement Cost

Defined as the estimated cost to construct, at current prices as
of the effective appraisal date, a building with utility
equivalent to the building being appraised, using modern
materials and current standards, design, and layout.

Reproduction Cost

Defined as the estimated cost to construct, at current prices as
of the effective date of the appraisal, an exact duplicate or
replica of the building being appraised, using the same
materials, construction standards, design, layout, and quality of
workmanship and embodying all the deficiencies, superadequacies
and obsolescence of the subject building.

Considering the age and condition of the improvements, the
replacement cost method was chosen for the appraisal. Cost
information and estimated replacement cost estimates were
generated by use of The Marshall Valuation Service. The manual is
copyrighted and published by The Marshall and Swift Company, Los
Angeles, California.

Analysis of Overhead and Profit

The estimated overhead cost, general contractor profits and
developer profit are reflected in a single factor by the Boeckh
cost valuation software, which may or may not be reflective of
the market. Overhead costs are expenses incurred that are
necessary to conduct the contractor's business. General
contractor profits represent the return (profit) after all other
expenses have been met involving the construction process.
Entrepreneurial profit is a market derived figure that reflects
the amount an entrepreneur (developer) expects to receive for his
or her contributions. It represents the return required for risk
and expertise associated with the development of the project,
over and above the cost of the project including the contractor's
profit. The important point here is the term general contractor,
developer, and/or entrepreneur is not necessarily synonymous and
often pertains to two (or more) entities.

If the cost of developing a property is used to indicate a value,
the appraiser must recognize the contribution of the entrepreneur
and consider this entrepreneurial profit in addition to the
direct and indirect costs, including the contractor's overhead
and profit. However, not all projects will realize an
entrepreneurial profit even if one appears to be reasonable from
information extracted from the market. Potential entrepreneurial
profit should be derived from market analysis and through
interviews with developers to determine expected profits required
to compel particular development. Historical profit margins
should be given less emphasis, as past expectations will
typically not equate to present anticipations, given a
continually changing economical climate.

The appraiser found that an entrepreneurial profit was
represented since most facilities of this type are constructed
for economic gain as would be expected from an apartment complex.






Estimation of Accrued Depreciation

Accrued depreciation is the difference between the replacement
cost of the improvements on the effective date of the appraisal
and the market value of the improvements on the same date.
Depreciation is separated by three general causes including
physical, functional, and economic or external.

Physical

Depreciation taken in this report is based on observed conditions
at the time of inspection. Physical deterioration is due to
normal wear and tear as a result of occupancy and weathering. The
age/life method was used in estimating the physical depreciation
of the building improvements. This method is estimated by
dividing the remaining life of the improvements by the sum of the
effective age and remaining life (known as the total physical
life). The building have actual ages ranging from 16 to 19 years,
the effective age of the entire building complex is estimated to
be approximately years. The remaining physical life is estimated
to be approximately forty-five years, assuming normal
maintenance.

Functional

Functional obsolescence reflects the loss in value brought about
by such factors as defects, deficiencies, or superadequacies that
effect the structure from performing adequately the function for
which it was (originally) intended. Generally, functional
inadequacies are typical for older buildings and the market
accepts them at a certain price level. The replacement cost
method is meant to remove certain functional obsolescence
relating to the overall design and construction methods, and as a
result is most useful in estimating the value of newer buildings.
Taking into consideration the subject's age, construction
quality, design and layout, no functional obsolescence was
charged to the building in the Cost Approach for the lack of
adequate handicap facilities.

Economic (External) Obsolescence

It should be noted that gains or losses in value caused by
externalities accrue to both land and buildings. Since the
estimated value of the site used in the Cost Approach is its
present market value as if vacant, any loss due to external
causes is already included. In the Cost Approach, a loss in
building value due to external causes is ascribed to external
obsolescence. Economic obsolescence is stated as an impairment of
desirability or useful life of a structure arising from external
factors. Usually, economic obsolescence is comprised of many
diverse and complex elements and can be somewhat difficult to
estimate.

No additional depreciation was charged as economic obsolescence
in the Cost Approach, since the present area rent levels would
not be economically feasible to construct this complex with its
present amenities.






Land Valuation

The area market was observed for other vacant land sales that
were similar to the subject site, as if vacant and available for
development. A detailed analysis of the five sales used is given
as follows. A summary table is located below.

<PAGE>

<TABLE>
                               SUMMARY OF VACANT SITE SALES
<CAPTION>
               Address             Sale    Site        Size           $/Unit    Units/Acre
                                   Date    Price      (Square Feet)

<S>            <C>                <C>     <C>        <C>             <C>           <C>
Land Sale      266 Junction        3/94    $438,333   265,312         $3,653        20
   #1          Madison

Land Sale      6009-29 Cottontail 11/93    $420,000   158,060         $7,500        15
   #2          Madison

Land Sale      202-10 Junction    10/93    $421,000   254,750         $3,661        20
   #3          Madison

Land Sale      1606 Cottontail    12/93    $288,000   140,289         $4,500        20
   #4          Madison

Land Sale      7402 Watts         11/92  $1,100,000   597,927         $3,943        20
   #5          Madison
</TABLE>
<PAGE>

Analysis of Sales

The subject's lot area is 848,224 square feet as taken from the
included surveys. For the subject, this would indicate a density
of 16.34 units per.

Sale Adjustments

Property Rights Conveyed

No adjustments were indicated as all transfers were of the fee
simple property rights.

Conditions Of Sale

Of the sales cited, any known sales concessions or other
financing factors were taken into consideration when analyzing
the subject's position in a typical "arm's length" transaction
per the aforementioned "definition of market value," herein. The
adjustment for financing/motivation takes into consideration any
below-market (or above) interest rate financing, and other
factors influencing the sale price not related to the real estate
itself. All sales were reported to be arms length, thus no
adjustments were indicated.

Market Conditions/Date of Sale

The sales sample spans a period of approximately four years, the
market for vacant sites in the area has been fairly stable to
improving over the past few years. An adjustment for time was
indicated for the vacant sales.

Neighborhood

The location adjustment takes into consideration the community,
neighborhood, access, visibility, and other known factors that
may contribute or detract an estimate of value for the subject.

Site Characteristics

Topography/shape, site access, sewer/water/utilities, zoning,
units permitted and site size are considered in estimating the
per unit value for the subject.

Summary

The sales were reviewed and compared to the subject with respect
to:

     -    Method of financing and other motivational factors
     -    Market conditions
     -    Neighborhood
     -    Zoning and intended use of the site
     -    Site characteristics

From this overview it is the Appraisers' opinion that the Direct
Sales Comparison Approach of the site develops a value of:

      One Million Four Hundred Twenty-Two Thousand Dollars

                          ($1,422,000)

     This indicates a value of $4,500 +/- per unit for the
subject's 316 units.

<PAGE>

Area Computations:    The Meadows II (Phases II,III & IV) 201-401 N.
                      Thompson Drive Madison, TMW96:47

Land Dimensions
     Tax Key Numbers: 0710-032-1502,1503 & 04

      From Attached Surveys

Land Area Phase II    Lot 2 CSM 1872       220,844  SF+/-
          Phase III   Lot 1 CSM 2982       248,496  SF+/-
          Phase IV    Lots 2 & 3 CSM 2982  378,885  SF+/-
          Total Land Area                  848,224  SF +/- or  19.473 Acres +/-

Building Dimensions
     Basement Area
                    Gross Basement Area           102,456


     First Floor    Gross Finished Floor Area     127,418 SF+/-

     Second Floor   Gross Finished Floor Area     127,418 SF+/-

     Gross Finished Floor Area                    254,836 SF+/-



                                        First & Second Floors
          Wall Length                   2005.6 Lineal Feet+/-
          Average Story Height          9.00 Feet +/-
          Floor to Wall Ratio           127.06 Ratio
          (Square feet + Lineal Feet)


                    Gross Building Area:          254,836 SF+/-

Site Improvements
          Asphalt Paving - Drives & parking areas
          Pool, deck, fencing and equipment building
          Tennis courts
          Concrete - Walks and patio
          Landscaping - (Grass, Shrubs & Flowers)
          Project Identification Signs

<PAGE>

Cost Analysis  The Meadows II (Phases II,III & IV) 201-401 N. Thompson
               Drive    Madison, WITMW 96:47

Subject Building
  Total Replacement Cost New
     Basement                 102,456                           $ 1,485,612
     First & Second Floors    254,836 SF @  $42.10 /SF+/- =       $10,728,596
 Depreciation Estimate                                          $12,214,208
 Actual Age           1977-78,79 & 80+/-   16 -19 Years
 Effective Age                               11 Years
 Remaining Economic Life                     45 Years
 Depreciation Base                                100%
 Physical Deterioration                            20%
 Functional Obsolescence                            0%
 Economic Obsolescence                              0%
 Total Observed Depreciation                       20%     (2,442,842)

Total Net Improvement Value                                      $9,771,366

Site Improvements   Depreciated Values
               Asphalt Paving - Drives & parking areas        $95,000 
               Pool, deck, fencing and equipment building      17,500 
               Tennis courts                                    8,500 
               Concrete - Walks and patio.                     25,000 
               Landscaping - {Grass, Shrubs & Flowers}         50,000 
               Project Identification Signs                     2,000 

                                                                   $198,000
Land Value
 Improved Site  316 units @   4,500  per unit    Rounded to      $1,422,000
                                                                $11,391,366

Estimated Value (Value in Use) - Cost Approach   Rounded to     $11,400,000

<PAGE>

Direct Sales Comparison Approach

This approach to value is defined as:

     That approach in appraisal analysis which is based on the
     proposition that an informed purchaser would pay no more for
     a property than the cost of acquiring an existing property
     with the same utility. This approach is applicable when an
     active market provides sufficient quantities of reliable
     data which can be verified from authoritative sources. The
     Direct Sales Comparison Approach is relatively unreliable in
     an inactive market or in estimating the value of properties
     for which no real comparable sales data are available. It is
     also questionable when sales data cannot be verified with
     principals to the transaction. Also referred to as the
     Market Comparison or Market Data Approach.

The market was studied for similar improved sales and five
apartment buildings sales were selected as the most comparable to
the subject. A detailed analysis of each sale is given on the
following pages.

<PAGE>

Listing (Sale No. 1)


                            Country Meadows


Address: 6840 Schroeder Road (West side of Madison)
Date of Sale: Current listing
Land Size: 29.62 acres
Unit Mix: 84-Studio; 339-1 BR and 42-2BR=465 total
Size: 341 to 796, average is 607 square feet
Age: Phase I 1972-74 and II 1980
Sales Price: Offered at $13,050,000, final offers reported at
$12,500,000
Gross Rent Multiplier: 4.24
Estimated Net Operating Income: $1,226,000
Capitalization Rate: 9.8%
Price per Unit: $26,882
Sales Price Per Square Foot: $43.85
Comments: Project similar in age. Concentration of smaller units.
Offering had high interest with over a dozen strong offers. All
calculations were at reported final offer price.

<PAGE>

Sale No. 2


                               Woodhill


Address: 802-834 S. Gammon Road (West side of Madison)
Date of Sale: June 15,1993
Land Size: 3.70 acres
Unit Mix: 28-1 BR and 6-2BR= 34 total
Size: average is 1050 square feet
Age: 1987
Sales Price: $1,857,000
Gross Rent Multiplier: 6.28
Estimated Net Operating Income: $175,858
Capitalization Rate: 9.47%
Price per Unit: $54,618
Sales Price Per Square Foot: $48.87
Comments: Smaller project. Lower density and no amenities. Busy street
location.

<PAGE>

                              Sale No. 3

                              Maple Grove


Address: 3013-41 Maple Valley Drive (Southwest side of Madison)
Date of Sale: 3 closings May-October 1995
Land Size: 13.2 acres
Unit Mix: 160-1 BR and 72-2BR=232 total
Size: average is 909 square feet
Age: 1992-1995
Sales Price: $11,964,000
Gross Rent Multiplier: 6.1
Estimated Net Operating Income: $1,104,770
Capitalization Rate: 9.23%
Price per Unit: $51,569
Sales Price Per Square Foot: $56.43
Comments: Newer project. Lease up of a number of units necessary. Good
amenity package.

<PAGE>

Sale No. 4


                           High Point Woods


Address: 7601 Watts Road (West side of Madison)
Date of Sale: November 1, 1995
Land Size: 9.04 acres
Unit Mix: 64-1 BR and 116-2BR=180 total
Size: average is 921 square feet
Age: 1990
Sales Price: $8,667,000
Gross Rent Multiplier: 7.22
Estimated Net Operating Income: $780,896
Capitalization Rate: 9.01%
Price per Unit: $48,150
Sales Price Per Square Foot: $52.28
Comments: Newer project. Underground parking. Good west side location.

<PAGE>

Sale No. 5


                             Lincoln Ridge


Address: 7502 Watts Road (West side of Madison)
Date of Sale: November, 1995
Land Size: 22.3 acres
Unit Mix: 156-1 BR and 92-2BR=248 total
Size: average is 779 square feet
Age: 1988
Sales Price: $9,960,000
Gross Rent Multiplier: 6.49
Estimated Net Operating Income: $920,300
Capitalization Rate: 9.24%
Price per Unit: $40,161
Sales Price Per Square Foot: $51.55
Comments: Newer project. Underground parking. Good west side location

<PAGE>

Analysis of Sales




Sale Adjustments



Property Rights Conveyed

All of the transfers were of the fee simple property rights. No
adjustments were applied to any of the sales.

Conditions Of Sale

Of the sales cited, any known sales concessions or other
financing factors were taken into consideration when analyzing
the subject's position in a typical "arms' length" transaction
per the aforementioned "definition of market value", herein. The
adjustment for financing/motivation takes into consideration any
below-market (or above) interest rate financing, and other
factors influencing the sales price not related to the real
estate itself. All sales were reported to be "arms' length" and
no adjustments were necessary.

Market Conditions/Date of Sale

The sales sample spans a period of three years. The pricing
structure for existing apartment buildings in the subject's
market area has been stable over the past few years. Therefore,
no time adjustment per year was indicated.

Site Size

The method of adjustment for site size is the difference between
the subject and comparable multiplied by the Appraisers' observed
estimate of the effect the site size has on the value of each of
the comparables.

Neighborhood

The location adjustment takes into consideration the community,
neighborhood, access, visibility, and other known factors that
may cause economic (external) obsolescence. All of the
comparables are in defined apartment residential neighborhoods
similar to the subject.

Building Characteristics

Adjustments for age, quality, condition, ceiling height, floor
plan, and gross area, although closely related, are separated to
minimize generalization of the building as compared to the
subject. The major adjustments related to the age of the building
as compared to the individual sales. Adjustments for age were
made on the basis of a 40 year economic life. Adjustments for
construction quality and condition were not warranted for the
comparables. Adjustments were warranted for all of the
comparables but least applied to Sale 1 which was most comparable
with the exception of smaller unit sizes and concentration of
mix.

<PAGE>

Summary

The sales were reviewed and compared to the subject with respect
to:

     -    Personal property
     -    The property rights conveyed
     -    Method of financing and other motivational factors
     -    Date of sale
     -    Site size
     -    Zoning
     -    Desirability of area
     -    Type of building and construction quality
     -    Building age and size
     -    Condition of building
     -    Quality of finish
     -    The finished office area of the building

From this overview it is the Appraisers' opinion that the Direct
Sales Comparison develops an estimated "Market Value" of the Fee
Simple Estate, of:

           Eleven Million One Hundred Thousand Dollars

                          ($11,100,000)

The market indicator is $43.56+/- per square foot for
254,836+/-square feet, or $35,126 per unit for 316 units and a GRM
of 4.95.

<PAGE>

The Income Capitalization Approach

This approach to value can be described as:
     That procedure in appraisal analysis which converts
     anticipated benefits (dollar income or amenities) to be
     derived from the ownership of property into a value
     estimate. The Income Capitalization Approach is widely
     applied in appraising income-producing properties.
     Anticipated future income and/or reversions are discounted
     to present worth through the capitalization process.

The income premise is defined as:
     The underlying assumptions as to the pattern of the future
     income expectancy which represents the basis of income
     capitalization in the appraisal process. The income premise
     may be based on the assumption that, while future income
     installments may fluctuate, their equivalent is assumed to
     be: (a) a level yearly income of a certain amount; (b) a
     series of future incomes graduating upwards or downwards or
     in both directions as per the series assumed in the
     appraisal for valuation purposes.

Subject Rentals

Please refer to the Appraiser's Operating Statement for a list of
the present rentals and the rent per square foot of the subject.
To determine if these rentals are at market levels, the subject's
units were compared to competing projects.

Comparable Rentals

In analyzing the subject and comparable rental projects, a
comparison was made of the amenities offered. The rents were
profiled on a per unit and square foot basis. The projects chosen
are representative of the rental markets in Madison and appeal to
a similar tenant type that the subject is likely to attract.

<PAGE>

<TABLE>
                              Comparable Rentals - 1 Bedroom
<CAPTION>
                                    Rent/SF       Occupancy                      Size
                   Project           _____                        Heat          ______
                                   Rent/Month                     paid           S.F.
<S>            <C>                <C>               <C>          <C>           <C>
Rental No. 1   County Meadows       $504-548
               Madison             $0.76-.83         91%          No            609-722

Rental No. 2   Westridge Pond           $482
               Madison                 $0.77         98%          No            625

Rental No. 3   Greenbriar I             $528
               Madison                 $0.78         99%          No            675


<CAPTION>
                           Comparable Rentals - 2 Bedroom/1 Bath

                                    Rent/SF       Occupancy                      Size
                   Project           _____                        Heat          ______
                                   Rent/Month                     paid           S.F.
<S>            <C>                    <C>           <C>          <C>           <C>
Rental No. 1   County Meadows
               Madison                  $599
                                       $0.75         91%          No            796
Rental No. 2   Westridge Pond
               Madison                  $548
                                       $0.61         98%          No            900
Rental No. 3   Greenbriar I
               Madison                  $628
                                       $0.66         99%          No            950
</TABLE>

Summary, Comparable Rentals

Comparable rental analysis indicates that the existing subject
rentals, after considering differences for amenities, age,
condition of the unit and project location, are well supported in
the market. The resident manager has waiting lists for the three
and four bedroom units and is ready to implement a waiting list
for the two bedroom units.

Vacancy

Based on recent estimates and the experience of the rental
comparables, vacancy for similar apartment properties in the area
is at 6 to 9%. Vacancy forecast in an appraisal is based on the
investor's perceived risk of vacancy, even if the building is
100% occupied. While the quality of the tenants may be excellent
in the area, vacancies do exist in the market as evidenced by the
table of comparable rentals. A vacancy rate of 8% will be used
for the subject based upon its last three years history and
experience at Country Meadows.

Expense Estimate

The expenses are based on the actual expenses for the subject
project, included in the addendum of this report, and adjustments
made by the appraiser based on our experience with actual
projects to reflect current market expenses.
<PAGE>

<TABLE>
APPRAISER'S STABILIZED OPERATING STATEMENT                                                                                   TMW  
                                                                                                                             96:47
<CAPTION>
# of  Apartment Unit Description:  Unit Size Total Net  Base Rent Total Rent Total Rent  Total Rent
Units (Based on Projected Rental    Sq.Ft.    Sq.Ft.     Per.Mo.$  /Month $   Per SF     Per Yr. $
       Income Upon Completion)                                                                    
<S>   <C>                           <C>        <C>       <C>       <C>        <C>       <C>
  88  One Bedroom and One Bath        625        55000    $500      $44,000   $0.80       $528,000
  12  One Bedroom and One Bath        744         8928     520        6,240   $0.70        $74,880
 192  Two Bedrooms and One Bath       875       168000     585      112,320   $0.67     $1,347,840
  12  Three Bedrooms and Two
        Baths                        1466        17592     750        9,000   $0.51       $108,000
  12  Four Bedrooms and Two Baths    1466        17592     850       10,200   $0.58       $122,400
 316                                           267,112             $181,760   $0.68     $2,181,120

<CAPTION>
      <S>                                               <C>          <C>                   <C>
      Miscellaneous Income:                             $16.60       $5,246                $62,947

      Projected Gross Income From All Sources:                                                    $2,244,067
      Vacancy and Credit Loss:                           8.00%                           (179,525)
<CAPTION>
      Effective Gross Income:                                                           $2,064,542
                                                                  ($/SF)     ($/YR)
      <S>                                                        <C>       <C>           <C>
      Real Estate Taxes                                           1.01     269,370                
      Personal Property Tax                                       0.00         N/A                
      Insurance                                                   0.11      29,000                

TOTAL FIXED EXPENSES                                                                      $298,370
OPERATING EXPENSES                                                                                
      Personnel                                                   0.80     215,000                
      Office on site                                              0.04      11,500                
      Utilities - Common area and vacant                          0.56     150,000                
      Management Expenses @ (5.% EGI)                             0.39     103,227                
      Outside Contractors                                         0.19      52,000                
      Building Services                                           0.13      34,000                
      Supplies                                                    0.11      29,000                
      Grounds                                                     0.10      26,000                
      Profession Fees                                             0.03       6,800                
      Advertising and Marketing                                   0.07      17,500                
      Reserves                                                    0.12      31,600                
      Miscellaneous                                               0.01       1,896                
TOTAL OPERATING EXPENSES                                                                   678,523
TOTAL FIXED & OPERATING EXPENSES                                  3.66                               976,893
NET OPERATING INCOME (NOI)                                        4.07                            $1,087,649
Expenses as a % of Effective Gross Income                                   47.32%                
<PAGE>

Capitalization Theory and Techniques

The Income Approach is the most relevant valuation method for the
valuation of property usually bought and sold based upon its
income production.  The analysis of the subject's income
production has been stabilized for typical stabilized expenses
and rental production on the operating statement included. 
Processing this income can be done in two ways:   direct
capitalization which utilizes the ratio of currently expect net
operating income from comparable sales data and/or converting
projected future income into an indication of present value, by
discounted cashflow analysis.  Both methods were utilized and
produced consistent value indications for the subject.

Direct Capitalization

From the appraiser's stabilized operating statement, net
operating income was estimated at $1,087,649.  A direct
capitalization rate was determined from the previous sales
analyzed as well as the appraiser's experience with similar
properties and the following value indicated:

        $1,087,649   +   .0975  =  $11,100,000 (Rounded)

Discounted Cashflow Analysis (DCF)

The table following this section is the Appraisers' analysis of
the cashflow potential of the subject property over the ten (10)
year projection (holding) period.  The cashflows are derived from
the previously mentioned rental income, less expenses and
reserves.  In direct capitalization, the income and expenses are
assumed to be level and stabilized over the holding period.  We
have projected both the income and expenses to increase 2% over
the holding period trailing the CPI.  In the DCF, the cashflow of
each period is discounted to present worth, and all present
values are totaled.  The future value of the equity reversion, or
return OF investment is defined as the lump sum of the investment
realized upon the sale of the property, is forecast at the end of
the period as shown on the table and is discounted at the same
rate.

Selection of the Discount Rate

Increasing slightly in the past few months, mortgage interest
rates range from 8.0% to 10.00%.  If overall capitalization rates
are 9-10%+/- and interest rates are at 8.0% to 10.00%+/-, for a 70-
80% loan-to-value, with a 20 to 30 year amortization rate, the
yield to the 25% equity position is between 12-16%, depending
upon the expectation of the investor regarding scheduled rent
increases and/or reversion.  After analyzing and considering the
potential risk, upside potential and reviewing the discount rate
abstracted from the sales analyzed, a 15.00% discount rate was
applied to this real estate investment.

Estimated Reversion Value

At the end of the period, normally the sale price of the subject
property is estimated by capitalizing the expected net operating
income (NOI) of the eleventh (11th) year at a capitalization rate
comprised of the mortgage interest rate, and discount (equity
yield) rate as shown on the DCF assumptions.  The resulting
estimated sale price of the property, less sale expenses and
mortgage balance, is discounted at the same rate as the periodic
income.  Since we discounted the cashflow for adequate
replacement reserves and the investors interviewed do not expect
significant appreciation over the holding period, the estimated
reversion value is not expected to increase over the present
estimated value.  The discounted cash value is indicated to be
$11,203,000, before rounding and than rounded to $11,200,000.

Conclusion

The value estimate in the Income Capitalization Approach by
Direct Capitalization converts only the first year NOI into
value, however most represents the owner/occupant in the market. 
The use of a Discounted Cashflow Analysis allows for irregular
cashflows.  Both methods employed recognize return ON and return
OF capital, however, we feel the use of a Discounted Cashflow
Analysis is the appropriate method of valuation for the subject
property.  Both techniques support each other.

Estimated Value by The Income Capitalization Approach

   Direct Capitalization -Eleven Million One Hundred Thousand
Dollars

                          ($11,100,000)

Discounted Cash Flow-Eleven Million Two Hundred Thousand Dollars

                          ($11,200,000)

<PAGE>


</TABLE>
<TABLE>
Discounted Cashflow Analysis                                 TMW 96:47
<CAPTION>
Year                  1          2          3          4          5          6          7          8          9           10
<S>               <C>        <C>       <C>        <C>        <C>        <C>        <C>       <C>         <C>         <C>
Revenue
Potential Gross
  Income (PGI)    2,244,067  2,288,949 $2,334,728 $2,381,422 $2,429,051 $2,477,632 $2,527,184 $2,577,728 $2,629,282   $2,681,868
Annual Change
  in PGI            Base       2.00%      2.00%      2.00%      2.00%      2.00       2.00%      2.00%      2.00%        2.00%
Vacancy and
  Collection
  Loss %            8.00%      8.00%      8.00%      8.00%      8.00%      8.00%      8.00%      8.00%      8.00%        8.00%
Vacancy and
  Collection
  Loss $         $(179,525) ($183,116) ($186,778) ($190,514) ($194,324) ($198,211) ($202,175) ($206,218) ($210,343)  2#($214,549)
Effective Gross
  Income (EGI)   $2,064,542 $2,105,833 $2,147,949 $2,190,908 $2,234,726 $2,279,421 $2,325,009 $2,371,510 $2,418,940   $2,467,319
Expenses                                                                                                                   
Fixed Expenses                                                                                                             
%Change in
  Property Taxes    Base       2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%        2.00%
Property Taxes    $269,370   $274,757   $280,252   $285,857   $291,574   $297,405   $303,353   $309,420   $315,608     $321,920
%Change in
  Insurance         Base       2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%        2.00%
Insurance          $29,000    $29,580    $30,172    $30,775    $31,391    $32,019    $32,659    $33,312    $33,978      $34,658
Total Fixed
  Expenses        $298,370   $304,337   $310,424   $316,632   $322,965   $329,424   $336,012   $342,732   $349,586     $356,578
Variable Expenses
%Change In
  Variable
  Expenses          2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%      2.00%        2.00%
Total Variable
  Expenses        $678,523   $692,094   $705,936   $720,055   $734,456   $749,145   $764,128   $779,411   $794,999     $810,899
Total Expenses
  and Reserves    $976,893   $996,431  $1,016,360 $1,036,687 $1,057,421 $1,078,569 $1,100,140 $1,122,143 $1,144,585   $1,167,477
Debt Service                                                                                                               
Mortgage Balance
  Beginning of
  Year           $8,366,000 $8,268,823 $8,162,793 $8,047,104 $7,920,877 $7,783,151 $7,632,878 $7,468,917 $7,290,019   $7,094,824
Mortgage Balance
  End of Year    $8,268,823 $8,162,793 $8,047,104 $7,920,877 $7,783,151 $7,632,878 $7,468,917 $7,290,019 $7,094,824   $6,881,848
Monthly Payment    $68,781    $68,781    $68,781    $68,781    $68,781    $68,781    $68,781    $68,781    $68,781      $68,781
Total Debt
  Payment         $825,366   $825,366   $825,366   $825,366   $825,366   $825,366   $825,366   $825,366   $825,366     $825,366
Interest          $728,189   $719,337   $709,678   $699,139   $675,094   $675,094   $661,405   $646,469   $630,172     $612,390
Principal          $97,177   $106,030   $115,689   $126,227   $137,726   $150,272   $163,962   $178,898   $195,195     $212,976
Cash Flow Summary                                                                                                          
Effective Gross
   Income (EGI)  $2,064,542 $2,105,833 $2,147,949 $2,190,908 $2,234,726 $2,279,421 $2,325,009 $2,371,510 $2,418,940   $2,467,319
Total Expenses
  and Reserves   ($976,893) ($996,431)($1,016,360)($1,036,687)********************($1,100,140)($1,122,143)($1,144,585)($1,167,477)
Net Operating
  Income (NOI)   $1,087,649 $1,109,402 $1,131,589 $1,154,221 $1,177,305 $1,200,852 $1,224,869 $1,249,367 $1,274,355   $1,299,842
Less Total Debt
  Service        ($825,366) ($825,366) ($825,366) ($825,366) ($825,366) ($825,366) ($825,366) ($825,366) ($825,366)   ($825,366)
Equity Dividend   $262,282   $284,035   $306,223   $328,855   $351,939   $375,486   $399,503   $424,000   $448,988     $474,475
Net Proceeds
  from Reversion                                                                                                      $4,587,842
Total Cash Flow   $262,282   $284,035   $306,223   $328,855   $351,939   $375,486   $399.503   $424,000   $448,988    $5,062,317

<CAPTION>


Basic Assumptions & Mortgage Data                                                                  Reversion Calculations
<S>                             <C>                  <C>                                         <C>  <C>
Discount Rate                       15.00%            Eleventh Year NOI                                  $1,325,839
Mortgage Interest Rate               8.75%            Terminal Capitalization Rate                           10.75%
Amortization (Years)                  25              Annual Appreciation (Reversion)                         1.50%
Mortgage Amount                   $8,366,000          Reversion Value                                   $12,333,000
Mortgage Ratio                      75.00%            Sales Expenses (% of Reversion Value)       7%     ($863,310)
First Year Expense Ratio
  (Includes Reserves)               47.32%            Outstanding Mortgage                             ($6,881,848)
First Year NOI (For
  Market Comparison)              $1,087,649          Net Proceeds From Reversion                        $4,587,842
Stabilized OAR                       9.71%

<CAPTION>


Reconciliation

Net Present Value of
  Cash Flow                       $2,837,274
Plus Original Mortgage
  Amount                            8,366,000
Estimated Market Value            $11,203,274
Say                               $11,200,000

<PAGE>

Correlations and Conclusions

Value can be defined as the power of acquiring commodities in
exchange, generally for a comparable utility - the utility of the
commodity parted with (money) and that of the commodity acquired
in the exchange (property). All aspects of the appraisal problem
have been considered and based upon information researched and
received, as detailed in this report, the following observations
can be made:

     -    The subject's zoning is R-4 Multi-Family and the
          present improvements represent a legal and conforming
          use in accordance with this zoning classification. The
          property is served by all utilities, including
          municipal sewer and water, and commercial gas,
          telephone and electric service.

     -    At the time of inspection of the site and existing
          building improvements were considered to be in average
          condition for their age. Quality of materials used is
          considered average for this type of apartment project.

     -    There are sufficient recent sales of apartment projects
          of a variety of attributes to provide sufficient
          support and data to produce reliable value indicators
          and competing existing rental projects are well
          occupied.

     -    The subject improvement consists of twelve apartment
          buildings with 316 units. This building represents an
          appropriate use of the land and best represents the
          highest and best use of the subject property as of the
          date of this valuation.

     -    The area has good street access to shopping and support
          facilities and to the Madison Metropolitan area. Market
          values have been stable to increasing and vacancies
          appear to be declining.

Reconciliation

The appraisal process is based upon information and data obtained
from the market. Data cited within this report is based upon
verified information and all sources of information are assumed
to be reliable. Proper management of the subject project is
assumed. The Appraisers assume the property will be maintained
according to acceptable community standards.

The $11,400,000 value indicated by the Cost Approach was given
consideration but less weight than the other two approaches due
to the necessity of estimating depreciation for the subject.

The estimate of $11,100,000 by the Direct Sales Comparison
Approach was given a great deal of consideration since the data
used to develop this approach was extracted from the market. The
estimates of $11,200,000 using Discounted Cash Flow Analysis and
$11,100,000 using Direct Capitalization provide consistent value
indications. These two approaches allow for the use of market
derived income and expense, and the use of market-derived
indicators to estimate value. In the final analysis, the
predominant value indicated was selected to provide the final
value.

Based on an inspection of the subject property, a study of the
Madison Metropolitan apartment property market, a study of sales,
offerings of similar properties, as well as other environing
factors pertinent to value, it is our opinion that the subject
property has an estimated "Market Value" of the Fee Simple Estate
as of September 25, 1996 of:

           Eleven Million One Hundred Thousand Dollars

                         ($11,100,000)*

*of which $1,422,000 is ascribed to the value of the land. No
furniture, fixtures and equipment (FF&E) or any other personal
property was valued in connection with this assignment.

                         Respectfully submitted,






                         T. M. Warner, MAI, SRA
                         Wisconsin Certified and Licensed General
                         Appraiser No. 227
                         As of the date of this report, I have
                         completed the requirements of the
                         Continuing Education Program of the
                         Appraisal Institute Physically inspected
                         subject property

<PAGE>

Certification

According to the best of the Appraisers' knowledge and belief,
all statements and information in this report are true and
correct and the Appraisers have not knowingly withheld any
significant information. All contingent and limiting conditions
are contained herein (imposed by the terms of the assignment or
by the undersigned Appraisers affecting the analysis, opinions,
and conclusions contained in this report). The reported analyses,
opinions, and conclusions are limited only by the reported
assumptions and limiting conditions and are our personal,
unbiased professional analyses, opinions and conclusions. We have
no present or prospective interest in the property that is the
subject of this report and we have no personal interest or bias
with respect to the parties involved. Neither our engagement to
make this appraisal (nor any future appraisals for this client)
nor any compensation therefor are contingent upon the reporting
of a predetermined value or direction in value that favors the
cause of the client, the amount of the value estimate, the
attainment of a stipulated result, or the occurrence of a
subsequent event. Our analyses, opinions, and conclusions were
developed and this report has been prepared, in conformity with
the Uniform Standards of Professional Appraisal Practice. The
undersigned Appraisers have personally inspected the property
that is the subject of this report, both inside and out. All
conclusions and opinions concerning the real estate that are set
forth in the appraisal report were prepared by the Appraisers
whose signatures appear on this appraisal report and no one
provided significant professional assistance to the persons
signing the report. No change of any item of the appraisal report
shall be made by anyone other than the Appraisers and the
Appraisers shall have no responsibility for any such unauthorized
change.

The undersigned Appraisers certify to Mr. Michael Sweet of the
Decade Companies that this appraisal meets those minimum
standards established under the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 ("Act") and adopted by
regulators subject to the Act for federally related real estate
transactions.

                         Respectfully submitted,




                         T. M. Warner, MAI, SRA
                         Wisconsin Certified and Licensed General
                         Appraiser No. 227
                         As of the date of this report, I have
                         completed the requirements of the
                         Continuing Education Program of the
                         Appraisal Institute Physically inspected
                         subject property
<PAGE>

                 One of The Meadows II buildings
              looking southeast from Thompson Drive
                            Pool Area
<PAGE>

            Subject Property's management office area
               Property Management office interior
<PAGE>

                    Subject Property grounds
         Street scene looking south along Thompson Drive
<PAGE>

         Typical building exteriors and volleyball area
            Subject Property - Typical unit interior
<PAGE>

                         Mechanical room
               Subject Property looking northerly
<PAGE>

                        Subject Property
<PAGE>

                THE MEADOWS APARTMENT GRAPH HERE!
<PAGE>

                 LOT 1, CSM NO. 2982 GRAPH HERE!
<PAGE>

                   LOT 2, CSM 1872 GRAPH HERE!
<PAGE>

                        ONE BEDROOM GRAPH
                      TWO BEDROOM/DEN GRAPH
<PAGE>

                        TWO BEDROOM GRAPH
                     THREE BEDROOM/DEN GRAPH
<PAGE>

                         LIVE IN AMERICA
<PAGE>

                              No. 1

               Why Madison, Wis. Is The Big Cheese

     So what makes the Madison, Wis. area such a great place to
live today?  MONEY senior writer Carla Fried went there to ask a
cross section of the residents just that.  She got such
convincing answers that she now says she's ready to move there
herself-after winter's over.  Here's what she heard:

     -    Area population:  390,300
     -    Unemployment rate:  1.5%
     -    Three-bedroom house:  $123,000
     -    Property tax:  $3,800
     -    Top state and local income tax:  6.93%
     -    Sales tax:  5.5%
     -    Violent crimes per 100,000:  280
     -    Annual sunny days:  190
     -    For more information:  608-256-8348


"There are tons of Madison leagues.  I play on my company's
basketball team."

     -Jim Kappelman, a Promega biochemist


"With the festivals and things like the farmers' market, there's
lot to do."

     -Jeanette Gunderson, a waitress for 36 years at Smoky's,
which is a Madison institution


"It's a great place for kids, with excellent schools."

     -UW professor Rich Matyi, with wife Rita and kids



BEST PLACES
   1996
    *
               full of trade-offs.  The 390,300 residents of Dane
County, 80 miles west of Milwaukee in south-central Wisconsin,
have a vibrant economy with plentiful jobs, superb health care
and a range of cultural activities usually associated with cities
twice as big.  Yet this mid-size metro area also offers up a low
crime rate and palpable friendliness you might assume are
available only in, say, Andy Griffith's Mayberry.  The news that
the great Dane County is top dog this year probably won't
surprise the region's residents.  More than 90% of Madison-ians
rated their quality of life good or very good in a recent survey. 
Since the cosmopolitan Madison area-the city accounts for about
half the county's population-is surrounded by Wisconsin's ever
present diary farms, it seems only right to toast 1996's No. 1
big cheese with a wedge of aged Wisconsin cheddar.

Yet mid-size Madison's rise to the top this year-from No. 16 in
1995-is more than a simple dairy tale.  Madison won the gold
medal much like a decathlon champion who piles up point without
winning any single event.  As the top 10 table on page 72 shows,
Madison beat all its competitors by being proficient in many of
our broad categories.  If residents of the Wisconsin capital have
any major complaint, it might be about the weather.  The average
winter high is a mere 20 degrees F, and April snow-showers sometimes
usher in late-May flowers.  But Madisonians will tell you that's
the price to pay for the sublime spring, summer and fall weather. 
And they do try to make the best of the cold; the city will host
the 1997 International Kite Skiing World Championships next Jan.
30 to Feb. 1.

     If you're looking for more temperate climes with a great
quality of life, Florida is this year's best state.  For the
second consecutive year, the Sunshine State boasts five of the
top 10 places, though not the same five as last year.  Punta
Gorda (No. 2), 50 miles south of Sarasota on the Gulf Coast,
leads the Florida flotilla, while Gainesville (No. 7) slipped
from last year's No. 1 ranking.  Fort Lauderdale (No. 4), Fort
Myers/Cape Coral (No. 6) and Lakeland (No. 10) complete the
Florida Five in our top 10.  Strikingly, the state is home to 10
of the top 20 best places this year.  "The Florida economy is
extremely healthy," says Mark Vitner, an economist at First Union
National Bank in Charlotte, N.C. who specializes in the
southeastern states.

     Florida's 20 metro areas also have the pocketbook-friendly
advantage of no state or local income tax.  That was an important
factor in the high rankings for Austin (No. 8) and Seattle (No.
9) too.  And taxes aside, strong economies, terrific health care
and low crime helped Rochester, Minn.  (No. 3) and Ann Arbor (No.
5) round out our top 10.

     All 10 of our Best Places share some key characteristics:

- -Plenty of jobs.  While many Americans worry about keeping their
jobs-or getting new ones if they're downsized-there are ample
employment opportunities in our top 10.  NPA Data Services, a
Washington, D.C. research and economic forecasting firm, projects
that each of these metro areas will post job gains through 1999
that easily beat the forecast 6% U.S. average.

- -Great Outdoors.  Yes, it gets darn cold in Ann Arbor, Madison
and Rochester, but locals in all top 10 spots gloat about their
natural surroundings.  Weather permitting, each area offers great
biking, boating, fishing, swimming and jogging opportunities.

- -Manageable size.  Eight of our top 10 places are either small
(population below 250,000) or medium-size (up to 999,999).  Fort
Lauderdale (1.4 million) and Seattle (2.2 million) are the lone
biggies.  The box on page 92 offers more proof that the good life
is harder to come by in the nation's large cities.

     So what makes us so mad about Madison?  Start with the peppy
economy.  Madison's absurdly low 1.5% unemployment rate is the
lowest of all 300 places we ranked.  Partly, that's because the
40,000 - student University of Wisconsin accounts for nearly 13%
of the area's steady work force.  Madison is also home base for
about 20,000 recession-resistant federal, state and county
government jobs.  More than 10,000 small and mid-size
manufacturing and service firms help fuel local growth.

     You might not think of Madison as a high-tech center, but
more than 300 tech firms-mostly small biomedical, pharmaceutical
and micro-electronic companies-having notched average annual job
growth of more than 10% during the past decade.  Bill Linton,
founder and president of Promega, a $60 million supplier of
chemical products for researchers, says Madison's superb quality
of life has been an important recruiting tool.  "We don't have
oceans or mountains, but even people from California like coming
here," says Linton, who oversees a staff of 425.  "That's because
we also don't have long commutes, traffic congestion, a crime
problem or overcrowded schools."

     The schools get understandably high marks from parents. 
There are 14 students per teacher in the county's public schools,
on average, which is the 23rd lowest among our 300 places,
according to Expansion Management, a trade magazine in Overland
Park, Kans. that measures the nation's schools for MONEY.  In
addition, the 1,141 average SAT score for Madison high schoolers
is 25% higher than the U.S. average.  No wonder, then, that 91%
of parents send their children to public schools.

     Mad City, as locals call it, is also Fun City, especially if
you like boats and bikes.  The Mendota and Monona lakes are
separated by a half-mile-wide isthmus that serves as downtown
Madison.  Add in three other large lakes, and Dane County can
satisfy any type of boating preference.  Cyclers have more than
150 miles of bike trails and routes to pedal.  In winter, cross-
country skiers glide through more than 100 miles of trails.  For
cerebral outings, Madison has five museums, including the little-
hands-on Madison Children's Museum.

     Saturdays in the fall are reserved for rooting on UW's
revered Badgers football team.  The Milwaukee Brewers and Bucks
provide major league baseball and hoops action, and football's
Packers are a two-hour drive in Green Bay.  A popular May through
October ritual is the farmers' marker, where about 18,000
residents shop each Saturday.  The convivial throng could teach
New Yorkers a thing or two about crowd control, as everyone moves
in a fluid and orderly counterclockwise processional.  Serious
shoppers pull wagons to haul home portobello mushrooms, smoked
trout, plants, bratwurst, baked goods and, of course, cheese.

     There's also plenty to do without getting out of a chair. 
The Canterbury Booksellers Coffeehouse Inn attracts a
multigenerational crowd, where evening entertainment ranges from
a jazz combo and book readings to elementary school kids reading
their original works.  Around the corner, you can catch an earful
at the Madison Civic Center, where the Wisconsin Chamber
Orchestra and Madison Symphony perform, and plays such as Edward
Albee's Pulitzer prizewinning Three Tall Women are staged.

     Madison became No. 1 through our proprietary three-step
ranking process.  First, we had the New York City polling firm of
Roper/Starch Worldwide survey our readers, asking a
representative sample of 250 subscribers (median household income
of $72,625) to rate 41 quality-of-life factors on a scale of 10
(most important) down to one (least important).  Low crime was
the top priority this year, although job concerns scored highly
too.  For a detailed look at what matters most to MONEY readers,
see page 79.

     Next, working with Fast Forward, the Portland, Ore.
demographic consulting firm, we collected data for the 300
largest metro areas as defined by the U.S. Office of Management
and Budget.  Flagstaff, Ariz. (No. 208) and Hattiesburg, Miss.
(No. 260) joined this year's list.  We used a combination of
government data and information from private sources.  For
example, our crime figures are from the latest FBI Uniform Crime
Statistics report, which covers 1994.  Century 21's real estate
brokers gave us the typical price of a three-bedroom home and its
property taxes in each area, plus the appreciation rate over the
past 12 months.  Other data providers included the American
Chamber of Commerce Researchers Association for cost-of-living
stats; Arizona State University's Economic Outlook Center for
recent job growth; and NPA Data Services for future job growth. 

     We added three new types of data this year.  To measure air
quality, we used the ozone ratings of the Environmental
Protection Agency.  To flesh out our arts scores, we included
figures from Opera America, a not-for-profit group.  And in our
leisure category, we awarded points to metro areas within 60
miles of the nation's most visited amusement parks, according to
Amusement Business magazine.

     Once we had the figures, Fast Forward's Bert Sperling
assigned them to our nine broad categories:  crime, economy,
health, housing, education, weather, leisure, arts and culture,
and transportation.  Then we weighted the data according to our
readers' preferences.  Finally, reporters visited the top 10 and
bottom five places.  After all, computers can't tell you
everything.

     As in the past, some places moved substantially in our
rankings.  Such seismic shifts are a combination of our readers'
changing preferences from last year, updated figures and new
data.  The new certainly improved in Norfolk/Virginia
Beach/Newport News, which jumped to No. 117 from 283 last year,
powered by improved rankings in health, education and housing,
No. 38 Monmouth/Ocean counties, N.J. also shimmied up, from 167
in 1995, on the strength of forecast job growth.  California-and
its economy-is on the comeback trail from 1995, when its highest
ranking was 24th-place San Francisco.  This year, San Francisco,
San Diego and San Jose landed in the top 20, at No. 13, 16, and
19 respectively.  Benton Harbor, Mich. (No. 249) plunged the
farthest; a projected job growth rate that's a third the U.S.
average contributed to its 202-slot dive.

     The bottom five places didn't score highly in any of our
categories.  Lima, Ohio (No. 296) is contending with massive
downsizings.  For example, the General Dynamics plants employs
600 workers, compared with more than 2,000 in 1992.  Talk to
anyone in Davenport, Iowa (No. 297), and you'll hear that life is
a lot better than the early '80s, when the nation's farm economy
hit the skids.  Still, the area-which includes Bettendorf, Iowa,
and Moline and Rock Island, Ill.-was in the bottom third of our
economy, crime and education rankings and scored poorly for
leisure.  To be fair, the Quad City Thunder play in the
Continental Basketball League and there's riverboat gambling on
the Mississippi and class-A baseball.  Peoria (No.298) copes with
big public school classes and small future job growth that's
expected to be half the U.S. rate.  Though last year's No. 300,
the farming community of Yuba City, Calif. moved up to 299, it
still struggles with a near 20% unemployment rate in the winter
non-farming months.

     At the bottom, No. 300 Rockford, Ill. grapples with subpar
prospects for future job growth and a below-average health-care
system.  The region's low number of doctors per capita rates in
the bottom third of our 300 areas.  Rockford also has little in
the way of measurable arts, culture or leisure activities.  But
Sunil Puri, 35, raves about the area's friendliness.  "This is a
community where people really care about one another," says the
land developer.  On page 86, Michael Moore reports on the
continuing travails of his hometown, No. 140 Flint, Mich., which
was our first No. 300 and the subject of his film, Roger and Me.

     For detailed descriptions of our Best Places Nos. 2 through
10, read on.  You can also find out how living costs vary, on
page 81.  And if crime is on your mind, check out the box on page
92 for a look at the metro areas with the lowest crime rates in
America:  Appleton/Oshkosh, Wis. and Johnstown, Pa.         -C.F.

<PAGE>

                No. 1 THROUGH THE YEARS 1987-1996

Our No. 1 place has moved around a lot during the past decade. 
First , the Northeast was Eden (Nashau, N.H. and Danbury, Conn.);
then the West was best (Seattle, Bremerton, Wash. and Provo/Orem,
Utah).  Next the midwest (Sioux Falls, S.D. and Rochester, Minn.)
and Southeast (Raleigh/Durham, N.C. and Gainesville, Fla.)
scored.  Now, the heartland rules again with Madison, Wis.

                OUR RANKING OF THE BIGGEST PLACES

                     HOW OUR TOP 10 COMPARE


IF YOU WANT TO KNOW WHY MADISON, WIS. is this year's no. 1, look
at how each of our top 10 metropolitan areas scored in nine broad
categories.  Madison did especially well in four:  economy,
health, transit and education.  No. 2 Punta Gorda, Fla. zoomed up
19 spots with its economy's perfect score, due partly to 16.3%
projected job growth through 1999.  Also, naturally, all five of
our top 10 Florida areas rated highly for weather.  No. 3
Rochester, Minn. is tops in health, with the Mayo Clinic.  The
safest place among our top 10 is No. 5 Ann Arbor, which also has
a strong economy and great health care.  Recent job growth of
6.76% helped propel Austin to No. 8.  And our most populous
winner, No. 9 Seattle, led the pack in leisure choices, with it
three pro teams.  The best performance figures in the top 10 are
indicated by circles.                                       -L.M.

<PAGE>


</TABLE>
<TABLE>
<CAPTION>
1996 RANK (1995)                     Economy   Health    Crime     Housing  Education   Weather    Transit   Leisure      Arts
<S> <C>                             <C>       <C>       <C>        <C>      <C>         <C>     <C>          <C>        <C>
  1 Madison, WI (16)                    94        99       49        27         96         11        85          8         28
  2 Punta Gorda, Fla. (6)            (100)        23       56        25         29         77        28         21         27
  3 Rochester, Minn.(2)                 65     (100)       65        49         61         14     (100)         12         27
  4 Fort Lauderdale (6)                 91        57        8        49         37         71        17         41         26
  5 Ann Arbor (33)                      84        75     (80)        18         48         19        42         34       (45)
  6 Fort Myers/Cape Coral, Fla. (34)     8        23       22      (59)         30         77        22         16         14
  7 Gainesville, Fla. (1)               90        37        5        45         55         79        47         16         18
  8 Austin (35)                         95        27       23        41       (80)         68        26         15         18
  9 Seattle (4)                         70        61       22        14         46         47        60       (90)         37
 10 Lakeland, Fla. (41)                 78        47       11        52         36       (81)        19         37         18



1996  Metropolitan area      1995                  27 Daytona Beach, Fla.                      (13)
 11 Tampa/St. Petersburg                (11)       28 Boulder                                  (48)
 12 Orlando                             (17)       29 Fort Pierce, Fla.                        (50)
 13 San Francisco                       (24)       30 Lafayette, Ind.                          (20)
 14 Fargo, N.D.                         (30)       31 Provo/Orem, Utah                         (29)
 15 Naples, Fla.                        (10)       32 Charlottesville, Va.                     (15)
 16 San Diego                           (86)       33 Fort Collins, Colo.                      (32)
 17 San Antonio                         (129)      34 Phoenix                                  (91)
 18 Fort Walton Beach, Fla.             (28)       35 Houston                                  (162)
 19 San Jose                            (44)       36 Sheboygan, Wis.                          (52)
 20 Jacksonsville                       (3)        37 Ocala, Fla.                              (5)
 21 Columbia, Mo.                       (31)       38 Monmouth/Ocean counties, N.J.            (167)
 22 Miami                               (67)       39 Dothan, Ala.                             (79)
 23 Sarasota/Bradenton                  (14)       40 Los Angeles/Long Beach                   (94)
 24 Raleigh/Durham/Chapel Hill N.C.     (8)        41 McAllen, Texas                           (169)
 25 West Palm Beach, Fla.               (26)       42 Nausha, N.H.                             (19)
 26 Brevard County, Fla.                (53)       43 Brownsvillle, Texas                      (83)


<PAGE>

 44 Portsmouth, N.H.                    (119)      95 Santa Barbara                            (126)
 45 Bryan/College Station, Texas        (63)       96 Greeley, Colo.                           (27)
 46 Abilene, Texas                      (106)      97 Santa Rosa, Calif.                       (64)
 47 Tucson                              (60)       98 Reno                                     (38)
 48 Portland, Ore.                      (38)       99 Corpus Christi                           (164)
 49 Sioux, Falls, S.D.                  (18)      100 Altoona, Pa.                             (143)
 50 Manchester, N.H.                    (12)      101 Nashville                                (223)
 51 Tacoma, Wash.                       (42)      102 Pueblo, Colo.                            (21)
 52 Fayetteville, Ark.                  (59)      103 Wilmington, Del.                         (149)
 53 Tallahassee                         (55)      104 Beaumont, Texas                          (166)
 54 Pensacola, Fla.                     (22)      105 New Orleans                              (87)
 55 Fort Worth/Arlington                (39)      106 Galveston/Texas City                     (220)
 56 Muncie, Ind.                        (54)      107 Colorado Springs                         (68)
 57 Clarksville, Tenn.                  (109)     108 Baton Rouge                              (240)
 58 Appleton/Oshkosh, Wis.              (163)     109 Monroe, La.                              (104)
 59 Killeen/Temple, Texas               (138)     110 Wichita Falls, Texas                     (132)
 60 Orange County, Calif.               (88)      111 Lansing                                  (96)
 61 Springfield, M.O.                   (76)      112 Stamford/Norwalk, Conn.                  (65)
 62 Roanoke                             (77)      113 Johnstown, Pa.                           (194)
 63 Joplin, Mo.                         (73)      114 Las Vegas                                (9)
 64 Bloomington, Ind.                   (57)      115 Atlanta                                  (252)
 65 Dallas                              (144)     116 Brazoria, Texas                          (121)
 66 Kalamazoo/Battle Creek              (81)      117 Norfolk/Virginia Beach                   (283)
 67 Bellingham, Wash.                   (170)     118 Eugene/Springfield, Ore.                 (66)
 68 San Luis Obispo, Calif.             (116)     119 Green Bay                                (190)
 69 Boston                              (75)      120 Duluth, Minn.                            (82)
 70 Yuma, Ariz.                         (74)      121 Topeka                                   (272)
 71 Grand Rapids/Muskegon               (122)     122 Athens, Ga.                              (146)
 72 Indianapolis                        (199)     123 Las Cruces, N.M.                         (201)
 73 Lynchgburg, Va.                     (177)     124 Waco, Texas                              (40)
 74 Houma, La.                          (78)      125 Fort Wayne                               (134)
 75 Oakland                             (135)     126 Texarkana, Texas                         (213)
 76 Olympia, Wash.                      (43)      127 Riverside/San Bernardino, Calif.         (118)
 77 Salt Lake City/Ogden                (62)      128 Washington, D.C.                         (140)
 78 Lubbock, Texas                      (71)      129 Tyler, Texas                             (51)
 79 Mobile                              (130)     130 Lafayette, La.                           (139)
 80 La Crosse, Wis.                     (156)     131 Bremerton, Wash.                         (69)
 81 St. Cloud, Minn.                    (150)     132 Columbus, Ga.                            (154)
 82 Johnson City, Tenn.                 (234)     133 Saginaw/Bay City/Midland, Mich.          (161)
 83 Central New Jersey                  (72)      134 State College, Pa.                       (124)
 84 Charlotte, N.C.                     (206)     135 Richmond                                 (276)
 85 Denver                              (37)      136 Sacramento                               (247)
 86 Detroit                             (56)      137 Kenosha, Wis.                            (242)
 87 Minneapolis/St. Paul                (46)      138 Danville, Va.                            (168)
 88 Honolulu                            (102)     140 Hagerstown, Md.                          (58)
 89 Ventura, Calif.                     (84)      141 Flint, Mich.                             (49)
 90 Long Island, N.Y.                   (127)     141 Albany, Ga.                              (115)
 91 Baltimore                           (113)     142 Wichita                                  (273)
 92 Albuquerque                         (70)      143 Lexington, Ky.                           (125)
 93 Amarillo, Texas                     (93)      144 Odessa/Midland, Texas                    (189)
 94 Panama City, Fla.                   (99)      145 Greenville/Spartanburg, S.C.             (147)


<PAGE>

146 Cleveland/Lorain/Elyria             (205)     197 Mrytle Beach, S.C.                       (136)
147 Eau Claire, Wis.                    (197)     198 Providence                               (153)
148 Portland, Maine                     (151)     199 New Bedford, Mass.                       (221)
149 Pittsburg                           (97)      200 Columbus                                 (221)
150 Salem, N.H./Harverhill, Mass.       (7)       201 Santa Cruz, Calif.                       (117)
151 Montgomery                          (230)     202 Merced. Calif.                           (231)
152 Lawton, Okla.                       (85)      203 Racine, Wis.                             (262)
153 Florence, Ala.                      (112)     204 Terre Haute, Ind.                        (172)
154 Worcester, Mass.                    (178)     205 Jackson, Miss.                           (92)
155 Wausau, Wis.                        (212)     206 Hickory, N.C.                            (108)
156 Laredo, Texas                       (180)     207 Cedar Rapids, Iowa                       (218)
157 Boise, Idaho                        (160)     208 Flagstaff, Ariz.                         N.L.
158 Sharon, Pa.                         (100)     209 Columbia, S.C.                           (291)
159 Middlesex County, Mass.             (45)      210 Jamestown, N.Y.                          (193)
160 Knoxville                           (103)     211 Fayetteville, N.C.                       (241)
161 Greensboro/Winston-Salem, N.C.      (90)      212 Bakersfield, Calif.                      (285)
162 Huntsville, Ala.                    (203)     213 Asheville, N.C.                          (217)
163 Northwest Indiana                   (204)     214 Canton, Ohio                             (286)
164 Salem, Ore.                         (158)     215 Monterey, Calif.                         (227)
165 Greenville, N.C.                    (233)     216 Omaha                                    (152)
166 Danbury, Conn.                      (111)     217 South Bend, Ind.                         (225)
167 Lake Charles, La.                   (107)     218 Utica/Rome, N.Y.                         (237)
168 Bridgeport, Conn.                   (264)     219 Des Moines                               (229)
169 Wheeling, W.Va.                     (157)     220 Tulare County, Calif.                    (295)
170 Allentown/Bethlehem, Pa.            (207)     221 Fresno                                   (287)
171 Goldsboro, N.C.                     (101)     222 Wilmington, N.C.                          (215)
172 Kansas City, Mo.                    (209)     223 Cumberland County, N.J.                  (244)
173 Tuscaloosa, Ala.                    (186)     224 Youngstown, Ohio                         (239)
174 Decatur, Ala.                       (202)     225 Lincoln, Neb.                            (120)
175 Lancaster, Pa.                      (188)     226 Anniston, Ala.                           (208)
176 Evansville, Ind.                    (277)     227 Hunginton, W. Va.                        (211)
177 Milwaukee                           (123)     228 Bergen/Passaic counties, N.J.            (181)
178 Binghamton, N.Y.                    (155)     229 Parkersburg, W. Va                       (255)
179 New London, Conn.                   (214)     230 Savannah                                 (246)
180 Janesville/Beloit, Wis.             (184)     231 New York City                            (141)
181 Longview, Texas                     (98)      232 Buffalo/Niagara Falls                    (187)
182 Jacksonville, N.C.                  (196)     233 Philadelphia                             (269)
183 Memphis                             (271)     234 Louisville                               (274)
184 Charleston, S.C.                    (251)     235 Biloxi/Gulfport, Miss.                   (171)
185 Oklahoma City                       (216)     236 York, Pa.                                 (265)
186 Fitchburg, Mass.                    (25)      237 Birmingham                               (298)
187 Fort Smith, Ark.                    (250)     238 Brockton, Mass.                          (80)
188 El Paso                             (268)     239 Dutchess County, N.Y.                    (175)
189 Hamilton/Middletown, Ohio           (95)      240 Northwest New Jersey                     (224)
190 Dover, Del.                         (165)     241 Cape Cod, Mass.                          (266)
191 Rocky Mount, N.C.                   (148)     242 Steubenville, Ohio                       (128)
192 Syracuse                            (142)     243 Tulsa                                    (236)
193 Napa Valley, Calif.                 (137)     244 Macon                                    (110)
194 Burlington, Vt.                     (228)     245 Santa Fe                                 (275)
195 Little Rock                         (176)     246 Redding, Calif.                          (248)
196 Chicago                             (183)     247 St. Louis                                (248)

<PAGE>



248 Chattanooga                         (248)     298 Peoria                                   (297)
249 Benton Harbor, Mich.                (47)      299 Yuba City, Calif.                        (300)
250 Charleston, W.Va.                   (219)     300 Rockford, Ill.                           (293)
251 Shreveport, La.                     (249)
252 Reading, Pa.                        (259)
253 Rochester, N.Y.                     (195)
254 Medford/Ashland, Ore.               (173)
255 Chico/Paradise, Calif.(210)         (210)
256 Yolo, Calif.                        (281)
257 Cincinnati                          (145)
258 Williamsport, Pa.                   (263)
259 Jackson, Miss.                      (222)
260 Hattiesburg, Miss.                  N.L.
261 Erie, Pa.                           (238)
262 Scranton/Wilkes/Barre               (192)
263 Sumter, S.C.                        (260)
264 Elkhart/Goshen, Ind.                (133)
265 Mercer County, N.J.                 (282)
266 Hartford                            (288)
267 Harrisburg, Pa.                     (289)
268 Atlantic/Cape May counties, N.J.    (254)
269 Champaign, Ill.                     (185)
270 New Haven                           (174)
271 Yakima, Wash.                       (243)
272 Billings, Mont.                     (200)
273 Glens Falls, N.Y.                   (296)
274 Waterloo, Iowa                      (182)
275 Springfield, Mass.                  (292)
276 Bloomington/Norma, Ill.             (257)
277 Toledo                              (261)
278 Anchorage                           (270)
279 Richland, Wash.                     (191)
280 Stockton, Calif.                    (253)
281 Spokane                             (232)
282 Dayton/Springfield                  (256)
283 Newburg, N.Y.                       (105)
284 Akron                               (131)
285 Modesto, Calif.                     (299)
286 Florence, S.C.                      (280)
287 Decatur, Ill.                       (258)
288 Sioux City, Iowa                    (179)
289 Augusta, Ga.                        (278)
290 Hudson County, N.J.                 (294)
291 Alexandria, La.                     (89)
292 Waterbury, Conn.                    (114)
293 Albany/Schenectady/Troy, N.Y.       (267)
294 Mansfield, Ohio                     (235)
295 Springfield, Ill.                   (279)
296 Lima, Ohio                          (245)
297 Davenport, Iowa                     (290)



<PAGE>

R1
MEAD II

                    THE MEADOWS II APARTMENTS
                      NET OPERATING INCOME
                         1/1/93-7/31/96


                                                         1/1/96-
                            1993      1994      1995     7/31/96

GROSS POTENTIAL RENT     2,083,668 2,122,480 2,149,370 1,239,133
RENT LOSS-VACANT         (150,580) (206,123) (431,111) (123,448)
RENT LOSS-DELINQUENT      (57,529)  (61,086)  (59,287)  (15,188)
RENT CONCESSION            (2,196)  (19,801)  (27,791)  (13,824)
RENT LOSS-OFFICE/MODEL    (13,140)  (12,468)   (9,105)   (6,790)
PRIOR MONTH RENT            35,525    40,472    45,800    11,886
PREPAID RENT                 2,096     3,603     1,672   (5,979)

TOTAL RENTAL INCOME      1,897,844 1,867,077 1,669,548 1,085,790

SERVICE INCOME              42,055    46,041    42,297    36,529
OTHER INCOME                   987       159       256         0

TOTAL INCOME             1,940,886 1,913,277 1,712,101 1,122,319

PERSONNEL                  181,801   174,511   193,800   132,367
OFFICE - SITE                9,192    11,535    11,546     6,598
ADVERTISING & MARKETING      9,077    10,464    15,375     9,313
OUTSIDE CONTRACTORS         46,745    48,031    64,829    37,040
BUILDING SERVICES           31,756    35,783    34,999    32,686
SUPPLIES                    30,054    30,352    25,292    13,946
UTILITIES                  131,519   136,626   129,167    86,771
GROUNDS                     22,576    21,587    23,296    11,686
PROFESSIONAL FEES            1,948    11,559    10,489     2,990
REPAIRS COVERED BY
 INSURANCE                 (1,000)         0         0         0
PROPERTY MANAGEMENT FEE    139,341   143,970   145,372    79,824
PROPERTY TAXES             269,921   260,514   269,368   157,500
INSURANCE                   27,657    28,029    29,275    13,777

TOTAL OPERATING EXPENSES   900,587   912,961   952,808   584,498

NET OPERATING INCOME     1,040,299 1,000,316   759,293   537,821

<PAGE>


</TABLE>
<TABLE>
8/20/96                                          DECADE PROPERTIES, INC.
<CAPTION>
User:  TOM                                              Rent Roll                                                Page

Property:  The Meadows II
           Apartments


Unit                                                         Rent Per      Lease     Lease
Reference                                  Monthly Square      Square   Starting     Exp.            Deposits
Number  Name                                 Rent   Feet       Foot       Date       Date              Held  
<S>     <C>                               <C>       <C>      <C>        <C>         <C>             <C>
37-2011 OKEY, DENISE                       585.00     875     8.02/yr    6/01/96     11/30/96        291.50
37-2012 KLEINBROOK,HEATHER, AND            450.00     625     8.64/yr    5/01/96     4/30/97         224.00
37-2013 MCMILLEN, BRADLEY & DEANA          585.00     875     8.02/yr    4/01/96     3/31/97         281.00
37-2104 HAUGE, TRACI/JUDY                  480.00     625     9.22/yr    9/01/96     8/31/97         239.00
37-2015 FOGELBERG, DINA                    570.00     875     7.82/yr    7/01/96     6/30/97         274.00
37-2016 PASKEY, TAMMY AND                  520.00     625     9.98/yr   10/01/95     9/30/96         259.00
37-2017 SEVEDGE, MARCIA                    585.00     875     8.02/yr    7/01/96     6/30/97         291.50
37-2018 MYERS, RICHARD                     480.00     625     9.22/yr   10/01/95     9/30/97         239.00
37-201A DALY, JOSEPH/TOBIAS, THERESON      750.00    1466     6.14/yr    5/01/96     4/30/97         374.00
37-201B BIXBY, MARTHA & MARGARET AND       540.00     744     8.71/yr    8/01/96     7/31/97         269.00
37-2051 PETERSON, DARREN & HEATHER         545.00     625    10.46/yr    8/01/96     1/31/97         0.00
37-2052 KAMBWA, AGUSTO & CECILIA           565.00     875     7.75/yr    2/01/96     1/31/97         266.00
37-2053 SKRALY, FRANK                      495.00     625     9.50/yr    9/01/96     2/28/97         246.50
37-2054 WOODHOUSE, SCOTT AND (NSF-2)       530.00     875     7.27/yr    9/01/96     8/31/96         264.00
37-2055 RICHARDSON, GARY                   515.00     625     9.89/yr    7/01/96     6/30/97         241.00
37-2056 VEITH, JOHN AND (LAT-1)            565.00     875     7.75/yr    9/01/96     2/28/97         274.00
37-2057 KUNZ, WILLIAM                      480.00     625     9.22/yr    1/01/96     12/31/97        239.00
37-2058 VACANT                             530.00     875     7.27/yr                                0.00
37-205A STOLARCZYK, THOMAS                 525.00     744     8.47/yr   10/01/95     9/30/96         254.00
37-205B PERK, ALDEN & PHYLLIS              760.00    1466     6.22/yr    6/01/96     5/31/97         0.00
37-2091 RIVERA, MIGUEL & CLAUDIA           555.00     875     7.61/yr    3/01/96     12/31/96        276.50
37-2092 GUZINSKI, SEAN/NASETT, D AND       565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-2093 TROW, ROSE (30)                    585.00     875     8.02/yr    7/01/96     6/30/97         274.00
37-2094 DOUMA, DANIEL & HARVEY AND         600.00     875     8.23/yr    6/01/96     6/01/96         299.00
37-2095 HILLARD, GRACE AND                 565.00     875     7.75/yr    4/01/96     3/31/97         279.00
37-2096 ROGERS, DEBORAH                    565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-2097 BEIERSDORF, TIMOTHY AND            605.00     875     8.30/yr    6/01/96     6/30/96         299.00
37-2098 BROESCH, JESSICA AND               550.00     875     7.54/yr    9/01/96     2/28/97         274.00
37-209A GOLD, JUDITH AND                   800.00    1466     6.55/yr    3/01/96     2/28/97         399.00
37-209B GONZALEZ, JOSE/HOLLY, DEAN AND     750.00    1466     6.14/yr    9/01/96     8/31/97         374.00
37-2131 SMOOT, CASSANDRA                   550.00     875     7.54/yr    9/01/95     8/31/96         274.00
37-2132 ROZMAN, SCOTT (30)                 505.00     625     9.70/yr    9/01/96     8/31/97         236.00
37-2133 URSCHLITZ, DEBRA                   615.00     875     8.43/yr    7/01/96     12/31/96        281.00
37-2134 ZIMMERMAN, JEREMY                  480.00     625     9.22/yr    8/01/96     7/31/97         239.00
37-2135 VOLKEY, LARRY                      560.00     875     7.68/yr    8/01/96     4/30/97         264.00
37-2136 RAYMER, FLETCHER                   450.00     625     8.64/yr    4/01/96     3/31/97         224.00
37-2137 WAGNER, C & P/LAMESE,C AND         565.00     875     7.75/yr    8/01/96     1/31/97         281.50
37-2138 BEALE, MARY                        490.00     625     9.41/yr    6/01/96     2/28/97         239.00
37-213A COYLE, KEVIN & BARBARA (NSF-2)     815.00    1466     6.67/yr    6/01/96     5/31/97         329.00
37-213B SALT, NORMAN AND                   540.00     744     8.71/yr    7/01/96     6/30/97         251.00
37-2171 SEISER, EDWARD (30)                550.00     625    10.56/yr    6/01/96     6/01/96         200.00
37-2172 NELSON, TODD/DARDEN, TOM AND       595.00     875     8.16/yr    8/01/96     7/31/97         296.50
37-2173 WOHLERS, STEVE                     450.00     625     8.64/yr    4/01/96     3/31/97         224.00
37-2174 BUCKINGHAM, TYRONE AND             530.00     625    10.18/yr    9/01/96     8/31/97         264.00
37-2175 BAST, MARTHA                       480.00     625     9.22/yr    6/01/96     5/31/97         239.00
37-2176 WEBER, CYNTHIA AND                 530.00     875     7.27/yr    9/01/95     8/31/96         264.00
37-2177 GANNON, ANTHONY AND                500.00     625     9.60/yr    3/01/96     2/28/97         249.00
37-2178 HEIBEL, JESSICA/SMART, ROXANNE &   550.00     875     7.54/yr    6/01/96     11/30/96        274.00
37-217A JONES, KATHERINE AND (NSF-1)       510.00     744     8.23/yr    5/01/96     10/31/96        244.00
37-217B CONNOR, NATHANIEL AND              815.00    1466     6.67/yr    4/01/96     9/30/96         399.00
37-2211 GRASTY, THOMAS & GRACIE            595.00     875     8.16/yr   12/01/95     12/01/95        246.00
37-2212 MANDERS, JESSICA                   565.00     875     7.75/yr    7/01/96     6/30/97         281.50
37-2213 DELEU, RICHARD & JOYCE             610.00     875     8.37/yr    4/01/96     3/31/97         304.00
37-2214 CASTO, SHELIA                      575.00     875     7.89/yr    8/01/96     07/31/96        264.00
37-2215 VACANT                             530.00     875     7.27/yr                                  0.00
37-2216 HANSEN, LISA AND                   565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-2217 HELGERSON, DOUGLAS AND             565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-2218 NEHLS, JEFF AND                    550.00     875     7.54/yr   10/01/95     9/30/96         274.00
37-221A WILLIAMS, ANN/PERKINS, LAURA &     750.00    1466     6.14/yr    7/01/96     12/31/96        374.00
37-221B VACANT                             825.00    1466     6.75/yr                                  0.00
37-2251 LOPPOW, GARY                       575.00     875     7.89/yr    3/01/96     2/28/97         286.50
37-2252 PELTIER, MICHAEL                   580.00     875     7.95/yr    8/01/96     7/31/97         289.00
37-2253 GJAVENIS, DEBBY                    580.00     875     7.95/yr    4/01/96     3/31/97         289.00
37-2254 VACANT                             515.00     875     7.06/yr                                  0.00
37-2255 GLADEM, AL AND                     605.00     875     8.30/yr    8/01/96     1/31/97         281.00
37-2256 VACANT                             530.00     875     7.27/yr                                  0.00
37-2257 DOMMERSHAUSEN, TAJARA AND          565.00     875     7.75/yr    6/01/96     5/31/97         281.50
37-2258 BIRKETT, BRIAN AND                 615.00     875     8.43/yr    8/01/96     8/01/96         284.00
37-225A ROBERTSON, NATHANIEL (LAT-2)       800.00    1466     6.55/yr    6/01/96     2/28/97         399.00
37-225B VACANT                             750.00    1466     6.14/yr                                  0.00
37-2291 SKALITZKY, NOEL                    590.00     875     8.09/yr    8/01/96     1/31/97         254.00
37-2292 BRUNO, JOE                         480.00     625     9.22/yr    8/01/96     7/31/97         239.00
37-2293 GENNRICH, WILIAM (LAT-1)           585.00     875     8.02/yr    8/01/96     7/31/97           0.00
37-2294 BROCK, JEFFREY AND                 495.00     625    9.50 /yr    5/01/96     10/31/96        246.50
37-2295 WARNER, SUSANN AND                 530.00     875     7.27/yr    9/01/95     8/31/96         264.00
37-2296 DEMROW, ROSS                       505.00     625     9.70/yr    1/01/96     12/31/96        251.50
37-2297 BENISCH, KRISTIE AND               565.00     875     7.75/yr    5/01/96     4/30/97         281.50
37-2298 JORDAN, A.B.                       480.00     625     9.22/yr    6/01/96     5/31/97         239.00
37-229A GEE, KEITH AND                     765.00    1466     6.26/yr    4/01/96     3/31/97         300.00
37-229B HUSTON, SCOTT                      490.00     744     7.90/yr    7/01/96     6/30/97         244.00
37-2331 HARMELINK, JOHN                    480.00     625     9.22/yr    1/01/96     12/31/96        239.00
37-2332 VACANT                             550.00     875     7.54/yr                                  0.00
37-2333 CHAPMAN, RANDY                     480.00     625     9.22/yr   11/01/95     10/31/96        239.00
37-2334 LARSON, GARY                       585.00     875     8.02/yr    6/01/96     5/31/97         261.00
37-2335 ZUELSDORF, JAMES                   495.00     625     9.50/yr   10/01/95     9/30/96         241.00
37-2336 DEVINE, DARLENE                    565.00     875     7.75/yr    6/01/96     5/31/97         281.50
37-2337 OLSON, DOUGLAS                     480.00     625     9.22/yr    8/01/96     1/31/97         239.00
37-2338 VACANT                             530.00     875     7.27/yr                                  0.00
37-233A BRUNNER, TERESA                    585.00     744     9.44/yr    8/01/96     8/01/96         266.00
37-233B HUDZINSKI, NICOLE/BOHN, JASON      885.00    1466     7.24/yr    7/01/96     7/01/96         441.50
37-2371 STANTON/GAVEL/SCHROEDER AND        590.00     875     8.09/yr    7/01/96     12/31/96        294.00
37-2372 LAGGREN, JIM                       480.00     625     9.22/yr    9/01/96     2/28/97         239.00
37-2373 VACANT                             585.00     875     8.02/yr                                  0.00
37-2334 CHALONE, RHONDA                    515.00     625     9.89/yr    4/01/96     3/31/97         256.00
37-2375 HOGG, LESLIE AND (NSF-1)           595.00     875     8.16/yr    3/01/96     8/31/96         296.50
37-2376 POPP, GARY                         510.00     625     9.79/yr    9/01/96     9/30/96         234.00
37-2377 REILLY, KELLY/JAMES, KELLY AND     565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-2378 MICHER, PAUL                       540.00     625    10.37/yr    9/01/95     9/01/95         269.00
37-237A STEPHENSON, ANDREW AND (LAT-1)     815.00    1466     6.67/yr    5/01/96     10/31/96        399.00
37-237B TOLBERT, JANESE                    510.00     744     8.23/yr    5/01/96     4/30/97         244.00
37-2411 VACANT                             515.00     625     9.89/yr                                  0.00
37-2412 BIERMAN, LESLIE AND                560.00     875     7.68/yr    9/01/96     9/01/96         264.00
37-2413 JAKUBOWSKI, CHRISTINA              515.00     625     9.89/yr    8/01/96     7/31/97         256.50
37-2414 VACANT                             545.00     875     7.47/yr                                  0.00
37-2415 WICHERN, JOHN AND                  480.00     625     9.22/yr   12/01/95     11/30/96        239.00
37-2416 KLUTH, LELAND                      595.00     875     8.16/yr    4/01/96     3/31/97         281.50
37-2417 SUTCHER, PAUL AND                  490.00     625     9.41/yr    5/01/96     4/30/97         244.00
37-2418 FISHER, CAROL                      615.00     875     8.43/yr    3/01/96     9/30/96         306.50
37-241A MCQUEEN, ALISSA                    515.00     744     8.31/yr    6/01/96     5/31/97           0.00
37-241B RISSEEUW, JEFF & RUTH AND (LAT-1)  800.00    1466     6.55/yr    5/01/96     4/30/97         399.00
37-2451 DETTWILER, RANDALL                 605.00     875     8.30/yr    7/01/96     7/01/96         281.50
37-2452 VACANT                             530.00     875     7.27/yr                                  0.00
37-2453 MORANGE, DIANNE AND                540.00     875     7.41/yr    1/01/96     12/31/96        264.00
37-2454 VACANT                             530.00     875     7.27/yr                                  0.00
37-2455 VACCANT                            545.00     875     7.47/yr                                  0.00
37-2456 VACANT                             510.00     875     6.99/yr                                  0.00
37-2457 HILTON, TINA AND                   565.00     875     7.75/yr    6/01/96     5/31/97         281.50
37-2458 OSTERVOLD, KATHRYN AND             580.00     875     7.95/yr    8/01/96     8/31/96         279.00
37-245A WILLIAMS, L/JUDKINS, T/CURRY, J    850.00    1466     6.96/yr    8/01/96     4/30/97         424.00
37-245B RING, LARRY/GOSEWEHR, GREG &       750.00    1466     6.14/yr    1/01/96     12/31/96        374.00
37-2491 NELSON, GEANIE AND                 470.00     625     9.02/yr    7/01/96     12/31/96        239.00
37-2492 VACANT                             550.00     875     7.54/yr                                  0.00
37-2493 CAUCUTT, LINDA                     475.00     625     9.12/yr    5/01/96     10/31/96        236.50
37-2494 AGNEW, GREGORY & CHRISTINE         580.00     875     7.95/yr    6/01/96     4/30/97         274.00
37-2495 VACANT                             515.00     625     9.89/yr                                  0.00
37-2496 GJERMO, KIMBERLY AND               560.00     625    10.75/yr    8/01/96     8/01/96         259.00
37-2497 HUSS, JEFFRY                       520.00     625     9.98/yr   10/01/95     9/30/96         259.00
37-2498 VACANT                             530.00     875     7.27/yr                                  0.00
37-249A COUGHLAN, TAMMY & JOSOPH           480.00     744     7.74/yr    4/01/96     3/31/97         239.00
37-249B HOERNEMAN, M/OLMSTEAD, R AND       800.00    1466     6.55/yr    9/01/96     8/31/97         399.00
37-2531 WEATHERWAX, KRISTINE AND           585.00     875     8.02/yr    9/01/95     8/31/96         291.50
37-2532 BAUMHARDT, BRIAN                   515.00     625     9.89/yr    7/01/96     7/01/96         256.50
37-2533 HOUGHTON, LANNIE                   565.00     875     7.75/yr    2/01/96     1/31/97         274.00
37-2534 REYNOLDS, REBECCA                  450.00     625     8.64/yr    5/01/96     5/01/96         224.00
37-2535 SWETT, NICHOLAS & ELIZABETH        620.00     875     8.50/yr    7/01/96     6/30/97         309.00
37-2536 BERE, NANCY                        490.00     625     9.41/yr    8/01/96     4/30/97         244.00
37-2537 VACANT                             560.00     875     7.68/yr                                  0.00
37-2538 BISHOP, THOMAS AND                 470.00     625     9.02/yr    1/01/96     12/31/96        234.00
37-253A VACANT                             800.00    1466     6/55/yr                                  0.00
37-253B ZWEIFEL, KRISTIN                   510.00     744     8.23/yr   11/01/95     10/31/96        244.00
37-2571 SPAHN, LOIS                        580.00     875     7.95/yr    7/01/96     6/30/97         247.00
37-2572 NELSON, COLLEEN                    570.00     875     7.82/yr    5/01/96     4/30/97         284.00
37-2573 KRUZAN, TAMARA                     570.00     875     7.82/yr    7/01/96     6/30/97         284.00
37-2574 CLEMENS, DOROTHY                   570.00     875     7.82/yr    8/01/96     7/31/97         284.00
37-2575 BRICK, TIFFANY AND  (LAT-1)        565.00     875     7.75/yr    4/01/96     3/31/97         281.50
37-2576 VACANT                             550.00     875     7.54/yr                                  0.00
37-2577 FJELSTAD, ELAINE AND               580.00     875     7.95/yr   10/01/95     9/30/96         274.00
37-2578 WOLFRAM, MIKE AND                  565.00     875     7.75/yr    4/01/96     9/30/96         281.50
37-257A TRAINOR, JOHN AND (NSF-2)          800.00    1466     6.55/yr    3/01/96     8/31/96         399.00
37-257B VACANT                             815.00    1466     6.67/yr                                  0.00
37-2611 FISH, CAROLYN                      560.00     875     7.68/yr    4/01/95     4/01/95         279.00
37-2612 COSSETTE, CLARENCE AND             615.00     875     8.43/yr    7/01/96     6/30/97         296.50
37-2613 ROOK, SANDRA AND                   580.00     875     7.95/yr    7/01/96     6/30/97         276.00
37-2614 DONAHUE, DANENE AND                585.00     875     8.02/yr    6/01/96     5/31/97         291.50
37-2615 DRURY, THERESA                     600.00     875     8.23/yr    7/01/96     7/01/96         299.00
37-2616 NELSON, DAVID                      615.00     875     8.43/yr    8/01/96     8/01/96         264.00
37-2617 CHRISTOFFERSON, MOLLY AND          550.00     875     7.54/yr    9/01/95     8/31/96         274.00
37-2618 GARDINER, J & M & J AND            565.00     875     7.75/yr    7/01/96     6/30/97         281.50
37-2651 LANG, ALICE &  (30)                600.00     875     8.23/yr    9/01/96     5/31/97         200.00
37-2652 BRESEMAN, JANE                     500.00     625     9.60/yr    7/01/96     12/31/96        246.50
37-2653 CORBETT, SONDRA                    570.00     875     7.82/yr    6/01/96     5/31/97         279.00
37-2654 ZENTNER, MARK                      475.00     625     9.12/yr    6/01/96     2/28/97         236.50
37-2655 SALVERSON, TINA/PARIS, PAUL AND    590.00     875     8.09/yr    6/01/96     11/30/96        294.00
37-2656 EDGE, JENNIFER AND                 480.00     625     9.22/yr    8/01/96     7/31/97         239.00
37-2657 VACANT                             530.00     875     7.27/yr                                  0.00
37-2658 WINEMAN, LARA                      510.00     625     9.79/yr    9/01/96     8/31/97         254.00
37-2691 PACHE, APRIL                       480.00     625     9.22/yr    7/01/96     6/30/97         239.00
37-2692 MELMS, JOHN & LISA                 600.00     875     8.23/yr    6/01/96     5/31/97         291.00
37-2693 MIDTHUN, STEVE                     480.00     625     9.22/yr    3/01/96     2/28/97         239.00
37-2694 VACANT                             530.00     875     7.27/yr                                  0.00
37-2595 INTIHAR, AMY AND (LAT-1)(NSF-1)    480.00     625     9.22/yr    4/01/96     3/31/97         653.00
7-2696  YOUNG, TIMOTHY AND                 595.00     875     8.16/yr    8/01/96     7/31/97         296.50
37-2697 KUHN, MICHELLE AND                 490.00     625     9.41/yr    8/01/96     1/31/97         239.00
37-2698 SLIPPER, JAY & HANSON (KATIE)      630.00     875     8.64/yr    8/01/96     8/0196          314.00
37-2731 VACANT                             530.00     875     7.27/yr                                  0.00
37-2732 HOLMES, PAMELA                     500.00     625     9.60/yr    5/01/96     4/30/97         249.00
37-2733 LORD, LISA AND                     530.00     875     7.27/yr    9/01/96     8/31/97         264.00
37-2734 O'BRIEN, KATIE                     480.00     625     9.22/yr    8/01/96     7/31/97         239.00
37-2735 LEE, JENNIFER AND (LAT-1)          540.00     875     7.41/yr   10/01/95     9/30/96         269.00
37-2736 CLASS, BRIAN AND                   500.00     625     9.60/yr    9/01/95     8/31/96         249.00
37-2737 MORK, KARI AND                     530.00     875     7.27/yr    9/01/96     8/31/97         264.00
37-2738 WINTER, SARA                       490.00     625     9.41/yr    7/01/96     6/30/97         239.00
37-2771 ROSE, TERRANCE                     505.00     625     9.70/yr   12/01/95     11/30/96        219.00
37-2772 BLAKE, ROBERT AND                  595.00     875     8.16/yr    8/01/96     7/31/97         276.00
37-2773 OLSON, JEFFREG                     480.00     625     9.22/yr    3/01/96     8/31/96         239.00
37-2774 VACANT                             595.00     875     8.16/yr                                  0.00
37-2775 YOUNG, MICHAEL                     505.00     625     9.70/yr    9/01/95     8/31/96         251.50
37-2776 VACANT                             595.00     875     8.16/yr                                  0.00
37-2777 MORTENSEN, JEFF AND                500.00     625     9.60/yr    7/01/96     12/31/96        249.00
37-2778 VACANT                             520.00     875     7.13/yr                                  0.00
37-2811 BANFIELD, THOMAS                   565.00     875     7.75/yr    6/01/96     5/31/97         281.50
37-2812 SCHNEIDER, TIFFIN AND              565.00     875     7.75/yr    7/01/96     6/30/97         281.50
37-2813 JULIAN, KENNETH & CINDY            570.00     875     7.82/yr    6/01/96     5/31/97         281.50
37-2814 BARMAN, MICHAEL                    595.00     875     8.16/yr    7/01/96     6/30/97         296.50
37-2815 BOUCHARD, ROBERTA/AMANDA/DAVID     585.00     875     8.02/yr    5/01/96     10/31/96        281.50
37-2816 HIRSCH, VALERIE AND                540.00     875     7.41/yr   10/01/95     9/30/96         269.00
37-2817 CHOICE, TANYA                      580.00     875     7.95/yr    8/01/96     7/31/97         269.00
37-2818 McDOWELL, PATRICK AND              595.00     875     8.16/yr    6/01/96     5/31/97         296.50
37-2851 ALBERS, WILLIAM                    615.00     875     8.43/yr    3/01/96     3/01/96         269.00
37-2852 JOHNSON, JASON/WHITE, J&P AND      585.00     875     8.02/yr    5/01/96     12/31/96        281.50
37-2853 HERNANDEZ, LENIN & CARMEN          560.00     875     7.68/yr    6/01/96     11/30/96        264.00
37-2854 BUTCHER, DARRELL & CASSANDRA       585.00     875     8.02/yr    7/01/96     6/30/97         291.00
37-2855 FEMRITE, TOM                       570.00     875     7.82/yr    3/01/96     2/28/97         284.00
37-2856 ERBRECHT, EMILY/JEFFREY/MOLLY      560.00     875     7.68/yr    6/01/96     11/30/96        279.00
37-2857 EMERSON, ROBIN & BETTY AND         580.00     875     7.95/yr    8/01/96     1/31/97         289.00
37-2858 SPYCHALLA, CRAIG AND (NSF-1)       570.00     875     7.82/yr    8/01/96     7/31/97         264.00
37-285A VACANT                             825.00    1466     6.75/yr                                  0.00
37-285B VACANT                             845.00    1466     6.92/yr                                  0.00
37-2891 STEVENS, JOSEPH (LAT-1)            595.00     875     8.16/yr    9/01/95     8/31/96         296.00
37-2892 THOMPSON, LINDA                    510.00     625     9.79/yr    3/01/96     2/28/97         236.00
37-2893 BOOMER, DARRELL AND                615.00     875     8.43/yr    4/01/96     9/30/96         304.00
37-2894 KRUEGER, BRADLEY                   480.00     625     9.22/yr    4/01/96     3/31/97         239.00
37-2895 TOLLEFSON, JENNIFER AND            530.00     875     7.27/yr    9/01/95     8/31/96         264.00
37-2896 FUNNEMARK, MICHELE AND             510.00     625     9.79/yr    8/01/96     4/30/97         226.00
37-2897 MEILLER, ROBIN (30)                570.00     875     7.82/yr    9/01/96     8/31/97         269.00
37-2898 VANDERVEST, LAURA                  510.00     625     9.79/yr    4/01/96     9/30/96         251.50
37-289A UTKE, DANIELLE AND (FRE)           750.00    1466     6.14/yr    1/01/96     12/31/96        374.00
37-289B MORSCHAUSER, STEVE                 535.00     744     8.63/yr    8/01/96     8/31/96         259.00
37-2931 CRONK, JOYCE                       550.00     625    10.56/yr    8/01/96     8/01/96         274.00
37-2932 VACANT                             560.00     875     7.68/yr                                  0.00
37-2933 WEINSTEIN, MARGAUX AND             490.00     625     9.41/yr    9/01/96     2/28/97         244.00
37-2934 HERMOSILLO, CERRY                  560.00     875     7.68/yr    8/01/96     7/31/97         264.00
37-2935 BORENSTEIN, LARRY (30)             485.00     625     9.31/yr   10/01/95     9/30/96         214.00
37-2936 CARLSON, KIRK & DAWN               590.00     875     8.09/yr    8/01/96     7/31/97         291.00
37-2937 ABBE, VERNON                       500.00     625     9.60/yr    7/01/96     6/30/97         249.00
37-2938 GILL, MIKE AND (LAT-1)             550.00     875     7.54/yr    2/01/96     1/31/97         274.00
37-293A YAROCH, TIMOTHY                    555.00     744     8.95/yr    7/01/96     6/30/97         266.00
37-293B VACANT                             850.00    1466     6.96/yr                                  0.00
37-3011 GALVIN, RICHARD & EILEEN (30)      580.00     875     7.95/yr   11/01/95     10/31/96        242.00
37-3012 McBRIAR, JOHN & HANNAH (30)        580.00     875     7.95/yr    7/01/96     6/30/97           0.00
37-3013 BOYLAND, DANIEL & SHAYLA           560.00     875     7.68/yr    9/01/96     8/31/97         279.00
37-3014 ABEL, PENNIE                       570.00     875     7.82/yr    9/01/95     8/31/96         274.00
37-3015 BAKER, JASON AND                   560.00     875     7.68/yr    8/01/96     7/31/97         264.00
37-3016 FELTON, JILL AND                   560.00     875     7.68/yr    8/01/95     7/31/96         264.00
37-3017 VACANT                             550.00     875     7.54/yr                                  0.00
37-3018 JENSEN, SHEILA AND                 540.00     875     7.41/yr   11/01/95     10/31/96        269.00
37-3051 VACANT                             530.00     875     7.27/yr                                  0.00
37-3052 SAUK, ARTHUR                       490.00     625     9.41/yr    6/01/96     5/31/97           0.00
37-3053 VOLK, NORMA (30) (LAT-1)           575.00     875     7.89/yr   10/01/95     9/30/96         200.00
37-3054 PIPPIN, CAROLYN                    520.00     625     9.98/yr   10/01/96     9/30/97         352.00
37-3055 MISEL, ELIZABETH AND (LAT-1)       595.00     875     8.16/yr    8/01/96     1/31/97         264.00
37-3056 MAROTZ, JOAN                       510.00     625     9.79/yr    8/01/96     7/31/97         150.00
37-3057 VACANT                             605.00     875     8.30/yr                                  0.00
37-3058 SCHMIDT, THOMAS AND                490.00     625     9.41/yr    5/01/96     4/30/97         244.00
37-3091 THIERER, MARY                      490.00     625     9.41/yr    4/01/95     3/31/96           0.00
37-3092 POMIJE, CARRIE                     585.00     875     8.02/yr    8/01/96     7/31/97         291.50
37-3093 DANEK, PATRICIA                    495.00     625     9.50/yr    8/01/96     7/31/97         246.50
37-3094 TENIENTE, VICTOR & CHRISTINA       580.00     875     7.95/yr    4/01/96     3/31/97         271.00
37-3095 MORTON, DONALD                     495.00     625     9.50/yr    5/01/96     4/30/97         246.50
37-3096 VACANT                             550.00     875     7.54/yr                                  0.00
37-3097 JACQUART, JAMES                    510.00     625     9.79/yr    8/01/96     7/31/97         150.00
37-3098 WORTHEN, KEITH & ROBIN AND         585.00     875     8.02/yr    9/01/96     2/28/97         291.50
37-3131 MYERS, BILLIE/NAWAK, DAWN AND      530.00     875     7.27/yr   10/01/95     9/30/96         264.00
37-3132 RINGELSTETTER, KRISTIE             540.00     625    10.37/yr    8/01/96     7/31/97         266.50
37-3133 KHAN, ASHFAQ AND (NSF-1)           550.00     875     7.54/yr    9/01/95     8/31/96         513.00
37-3134 GRADY, LAILA                       540.00     625    10.37/yr    6/01/96     5/31/97         224.00
37-3135 VACANT                             580.00     875     7.95/yr                                  0.00
37-3136 GANDER, BRIAN (LAT-1) (NSF-1)      500.00     625     9.60/yr   10/01/95     9/30/96         239.00
37-3137 ALTMANN, KYLE AND                  565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-3138 ALSHAHERI, ALI AND                 450.00     625     8.64/yr    4/01/96     9/30/96         224.00
37-3171 GEMPELER, SHELLEY                  520.00     625     9.98/yr    4/01/96     3/31/97         259.00
37-3172 MANNUR, SANDEEP                    530.00     875     7.27/yr    9/01/96     8/31/97         264.00
37-3173 LEARNED, HAZEL                     490.00     625     9.41/yr    6/01/96     5/31/97           0.00
37-3174 EVERY, DONNA                       625.00     875     8.57/yr    5/01/96     4/30/97         307.50
37-3175 GERL, VERA                         490.00     625     9.41/yr    6/01/96     5/31/97         244.00
37-3176 VACANT                             595.00     875     8.16/yr                                  0.00
37-3177 SHERBURNE, JOHN (30)               525.00     625    10.08/yr    6/01/96     5/31/97         231.00
37-3178 MANI, GARY                         600.00     875     8.23/yr   10/01/95     9/30/96         294.00
37-3211 QUANDT, BRIAN & BEVERLY AND        575.00     875     7.89/yr    8/01/96     1/31/97         286.50
37-3212 DAMM, JASON AND                    565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-3213 VACANT                             565.00     875     7.75/yr                                  0.00
37-3214 BARTELS, LEROY & SYLVIA            585.00     875     8.02/yr    8/01/96     7/31/96         286.00
37-3215 JENSEN, SCOTT & JACQUELINE         560.00     875     7.68/yr    8/01/96     7/31/96         264.00
37-3216 HEMP, ERIC AND (LAT-1)             560.00     875     7.68/yr    4/01/96     9/30/96         279.00
37-3217 SYLVE, KEVIN & AMY (30)            580.00     875     7.95/yr    7/01/96     6/30/97         254.00
37-3218 PETERSON,M/CARBONE,J&C AND         565.00     875     7.75/yr    9/01/96     2/28/97         281.50
37-4011 MODEL                              485.00     875     6.65/yr                                  0.00
37-4012 OFFICE                             485.00     875     6.65/yr                                  0.00
37-4013 BEYER, KRISTEN AND                 585.00     875     8.02/yr    8/01/96     8/31/96         274.00
37-4014 JOHNSON, SCOTT AND                 560.00     875     7.68/yr    4/01/96     9/30/96         279.00
37-4015 NODOLF, JAIME AND                  565.00     875     7.75/yr    8/01/96     7/31/97         281.50
37-4016 CAPENER, VALERIE AND               570.00     875     7.82/yr    5/01/96     4/30/97         234.00
37-4017 RODRIGUEZ, JUANITA                 595.00     875     8.16/yr    6/01/96     5/31/97         296.50
37-4018 BRANDON, CHRIS AND                 575.00     875     7.89/yr    6/01/96     2/28/97         281.50
37-4051 FLORES, JOHN & BEV (30)            585.00     875     8.02/yr   10/01/95     9/30/96         286.00
37-4052 SAWICKI, MARK AND                  575.00     875     7.89/yr    7/01/96     12/31/96        291.50
37-4053 BYINGTON, JOHN                     560.00     875     7.68/yr    8/01/96     7/31/97         264.00
37-4054 VACANT                             530.00     875     7.27/yr                                  0.00
37-4055 FAIR, WENDELL                      560.00     875     7.68/yr    8/01/96     7/31/97         264.00
37-4056 PERALTA, HECTOR & IRMA             560.00     875     7.68/yr    8/01/96     7/31/97         264.00
37-4057 HUBRECHT, JEB & SHANI              585.00     875     8.02/yr    5/01/96     4/30/97         291.50
37-4058 REES, SHELDON AND                  595.00     875     8.16/yr    8/01/96     7/31/97         296.50
37-4091 LOGA, LISA AND                     575.00     875     7.89/yr    9/01/96     2/28/97         286.50
37-4092 BESL, COREY AND                    565.00     875     7.75/yr    6/01/96     5/31/97         281.50
37-4093 KENNEDY, CONNIE AND (NSF-1)        540.00     875     7.41/yr   10/01/95     9/30/96         269.00
37-4094 OSTERN, MARY & GREGORY             590.00     875     8.09/yr    9/01/96     8/31/97           0.00
37-4095 WINGER, RUSTIE AND (LAT-3)         570.00     875     7.82/yr    5/01/96     10/31/96        279.00
37-4096 HERMANSON/McKENNA/WHITFORD AND     565.00     875     7.75/yr    8/01/96     1/31/97         281.50
37-4097 STONE, MATTHER AND (LAT-1)         560.00     875     7.68/yr   11/01/95     10/31/96        279.00
37-4098 VEIUM, PHILIP AND                  565.00     875     7.75/yr    1/01/96     12/31/96        247.00
37-4131 LEAL, ANASTACIO                    510.00     625     9.79/yr    4/01/96     3/31/97         246.00
37-4132 VACANT                             570.00     875     7.82/yr                                  0.00
37-4133 HERBECK, LeRAY & FLORENCE          515.00     625     9.89/yr    7/01/96     7/01/96         256.50
37-4134 KALMERTON, TAMME                   575.00     875     7.89/yr    5/01/96     10/31/96        279.00
37-4135 ESSER, DALE                        505.00     625     9.70/yr    4/01/96     3/31/97         178.00
37-4136 WEGER, CARRIE/EAKINS, LINDA AND    595.00     875     8.16/yr    8/01/96     1/31/97         296.50
37-4137 STEINHARDT, STEVEN                 495.00     625     9.50/yr    5/01/96     10/31/96        246.50
37-4138 BAKER, J&S / DENLINGER, M AND      585.00     875     8.02/yr    9/01/96     2/28/97         291.50
37-4171 SIGAFUS, DENNY & MARY AND          580.00     875     7.95/yr    7/01/96     6/30/97         279.00
37-4172 LANGER, LORI                       510.00     625     9.79/yr    2/01/96     1/31/97         254.00
37-4173 TOOLEY, JOYCE (30)                 600.00     875     8.23/yr    6/01/96     5/31/97         274.00
37-4174 EARLE, JEFFERY AND                 490.00     625     9.41/yr    6/01/96     11/30/96        239.00
37-4175 PHILLIPS, JOYCE AND                565.00     875     7.75/yr    7/01/96     6/30/97         281.50
37-4176 LIQUORI, ROBERT                    480.00     625     9.22/yr    8/01/96     7/31/97         239.00
37-4177 MOORE, KIM AND (XFER 37-2251)      575.00     875     7.89/yr    5/01/96     4/30/97         274.00
37-4178 ROCHE, ELIZABETH                   500.00     625     9.60/yr    7/01/96     6/30/97         249.00

<CAPTION>


PROPERTY TOTALS:
                                                  --Percentage of Occupied Units--
<S>                          <C>                 <C>                          <C>

Total Occupied Rents          154,125.00          Total Occupied Units            275
Total Vacant Rents             24,295.00          Total Vacant Units               41
Total Gross Rents             178,420.00          Total Units                     316
Total Square Footage              266612          Percentage Occupied             87%
Average Rent/Sq. Ft. / Yr.          8.03          --Percentage of Occupied Sq. Feet--
Average Rent/Sq. Ft. / Mth          0.67          Total Occupied Sq. Feet      227100
Total Security Deposits        72,371.50          Total Vacant Sq. Feet         39512
                                                  Total Square Footage         266612
</TABLE>


<PAGE>

                     T.M., WARNER, MAI, SRA

           Wisconsin Certified General Appraisal # 227

                   - Professional Experience -


Previously, Mr. Warner was affiliated with The Mutual Group (US)
as an Assistant Vice President and Lending Officer.  Prior to
that, as a senior officer an director with First Commerce
Financial of Brookfield and previously, as president of National
Equity Investors, real estate syndication and development company
and Director of Acquisitions for Security Spring & Boe Financial
Companies.  Prior to that, he was associated with Landmark
Research as a partner, the Appraisal Company of Houston, Texas
and was manager of Appraisal Operations for Mortgage Guaranty
Insurance Company (MGIC).  His experience includes acquisition,
negotiation, appraisal, consulting and market and financial
analysis of proposed and existing projects.

                          - Education -

          Master of Science - Real Estate Appraisal and
          Investment Analysis - University of Wisconsin

  Bachelor of arts - Marquette University, Milwaukee, Wisconsin

                   - Professional Education -

                Society of Real Estate Appraisers

Appraising Real Property                               Course 101
Appraising Income Producing Property                   Course 201
Special Applications of Appraisal Analysis             Course 301

         American Institution of Real Estate Appraisers

Real Estate Appraisal I                                Principles
Real Estate Appraisal III                        Urban Properties
Real Estate Appraisal VI                    Investment Properties
Real Estate Appraisal VII                   Industrial Properties
Real Estate Appraisal VIII                 Residential Properties

Contemporary Real Estate Appraisal, University of Wisconsin, 1977


                        - Publications -

Contributing author, The Appraisal of Real Estate, Eighth
Edition, The American Institute of Real Estate Appraisers,
Chicago, 1983

with James A. Graaskamp and W.C. Goolsby, "Cash Equivalent Value
of Real Property," The Real Estate Appraiser and Analyst, Vol.
49, No 3 Fall 1983, pp. 43-48.

          - Professional Designations and Memberships -

                MAI Member, American Institute of
                  Real Estate Appraisers, #4645

                SREA Senior Real Estate Analyst,
              Society of Real Estate of Appraisers


<PAGE>




Annex C:  Appraisal of Town Place








                            APPRAISAL

                      Town Place Apartments
                  A 240-Unit Apartment Complex
                      2524 NE Coachman Road
                   Clearwater, Florida  34625



                          PREPARED FOR

                         Mr. Terry Bush
                        Corporate Banking
                          Republic Bank
                 111 Second Avenue NE, Suite 215
                 St. Petersburg, Florida  33701


                         EFFECTIVE DATE

                         April 15, 1996


                         TYPE OF REPORT

                    Complete, Self-contained

                               BY
                   Robert E. Riggins, SRA, MAI
          State-certified general real estate appraiser
                            #0000605

                    William W. Atkinson, MAI
          State-certified general real estate appraiser
                            #0001221

           RIGGINS, ATKINSON, COMBS & ASSOCIATES, INC.
             18850 U.S. HIGHWAY 19 NORTH, SUITE 525
                    CLEARWATER, FLORIDA 34624
                         (813) 530-9793
<PAGE>


                                                         04962248
                                                   April 24, 1996
RIGGINS,
ATKINSON,
COMBS &
ASSOCIATES,
INC.




Mr. Terry Bush
Corporate Banking
Republic Bank
111 Second Avenue NE, Suite 215
St. Petersburg, Florida  33701


Re:  Appraisal Report
     Town Place Apartments
     A 240-Unit Apartment Complex
     2524 NE Coachman Road
     Clearwater, Florida 34625


Dear Mr. Bush:

As requested, we have prepared an appraisal of the above
captioned property.  The purpose of the appraisal is to estimate
the market value of the subject property, as of the effective
date of April 15, 1996.  Market value is defined on page 3 of the
text.  This appraisal reflects or addresses any significant
information known to this appraiser which may materially alter
the "as is" nature of the appraisal.

The subject property is a 240-unit apartment complex, known as
the Town Place apartments.  The complex, which was constructed in
1984, features one and two bedroom apartment units in two-story
and three-story walk-up garden style buildings.  Amenities
include a leasing office, a swimming pool and spa, tennis courts,
and a laundry/maintenance room.  The construction quality of the
apartment complex is average cost and has been maintained in
average condition.  The total rentable area of the buildings is
202,004 square feet.

The subject site is an irregular shaped non-contiguous parcel
located on the south side of NE Coachman Road, west of the
intersection with U.S. Highway 19 in the city of Clearwater.  The
site has about 852 feet of road frontage.  Ingress and egress is
adequately provided, however it can be more difficult at peak
traffic hours.  The site is basically level, with a gradual
downward slope from north to south.  The total area of the site
is 750,310 square feet or 17.22 acres.

It is the intent of this appraisal to be in compliance with the
regulations governing federally regulated financial institutions
and the Uniform Standards of Professional Appraisal Practice as
adopted by the Appraisal Institute, as read and interpreted by
this
office.

The following report contains the data, analysis, assumption and
limiting conditions on which we have based our value conclusions. 
Your attention is directed to the "general assumptions and
limiting conditions" and the "certificate of appraisal" which are
considered typical for this type of assignment and have been
included within the text of this report.

The fee simple market value of the property described herein,
subject to the assumptions and limiting conditions as set forth,
as of April 15, 1996, in "as is" condition, is estimated to be:

            NINE MILLION TWO HUNDRED THOUSAND DOLLARS
                          ($9,200,000)

                            INCLUDING
                 DEPRECIATED VALUE OF APPLIANCES
                  TWO HUNDRED THOUSAND DOLLARS
                           ($200,000)

                          REAL PROPERTY
                      NINE MILLION DOLLARS
                          ($9,000,000)



Respectfully submitted:




______________________________     ______________________________
Robert E. Riggins, MAI, SRA        William W. Atkinson, MAI
President                          Vice President
State-certified general real       State-certified general real
estate appraiser #0000605          estate appraiser #0001221


<PAGE>

           Summary of Important Facts and Conclusions


Property Location:                 Property located on the south
                                   side of NE Coachman Road about
                                   280 feet southwest of the
                                   intersection with U.S. Highway
                                   19 in the city of Clearwater,
                                   mailing address - 2545 NE
                                   Coachman Road, Clearwater,
                                   Florida 34625

Owner of Record:                   Decade Companies Income
                                   Properties, Ltd.

Property Rights Appraised:         Fee Simple Estate

Date of Valuation:                 April 15, 1996

Improvements:                      A 240-unit, average quality   
                                   apartment complex that was    
                                   constructed in 1984, known as
                                   the Town Place Apartments -
                                   Amenities include a leasing
                                   office, a swimming pool and
                                   spa, tennis courts, and a     
                                   laundry/maintenance room

Land Area:                         750,310 square feet or 17.22
                                   Acres

Zoning and Land Use:               RPD-14 (Residential Planned
                                   Development "Fourteen"
                                   District) under the
                                   jurisdiction of the City      
                                   of Clearwater - Comprehensive
                                   Land Use Plan, MD (Medium
                                   Density Residential 15 u.p.a.)

Highest and Best Use:

     As Though Vacant:             A 222-unit good quality
                                   apartment development

     As Though Improved:           Continue use as a 240-unit
                                   apartment complex

Valuation Summary:

Estimated Land Value:                                  $1,350,000
Value by the Cost Approach:                            $9,000,000
Value by the Sales Comparison Approach:                $8,900,000
Value by the Income Capitalization Approach:           $9,300,000
Final Estimate of Value:
     "AS IS" - Fee Simple:                             $9,200,000

Marketing Time:               6 Months


<PAGE>

                       Subject Photographs


                   View Of Apartment Building
           From Parking Area Of Public Tennis Facility
                 Interior View Of Apartment Unit


<PAGE>

                        Table Of Contents



Cover Page
Letter Of Transmittal
Summary Of Important Facts And Conclusions
Subject Photographs

Introduction                                                 Page

     Purpose and Date of Appraisal . . . . . . . . . . . . .    1
     Function of the Appraisal . . . . . . . . . . . . . . .    1
     Interest Appraised. . . . . . . . . . . . . . . . . . .    1
     Scope of the Appraisal. . . . . . . . . . . . . . . . .    1
     Definition of Market Value. . . . . . . . . . . . . . .    3
     Definition of Fee Simple Ownership. . . . . . . . . . .    4
     Identification of the Subject Property. . . . . . . . .    4
     Zoning. . . . . . . . . . . . . . . . . . . . . . . . .    4
     Flood Information . . . . . . . . . . . . . . . . . . .    6
     Legal Description . . . . . . . . . . . . . . . . . . .    6
     Tax Information . . . . . . . . . . . . . . . . . . . .    6
     Sales History . . . . . . . . . . . . . . . . . . . . .    6

Descriptive Analysis

     Tampa Bay Area Analysis . . . . . . . . . . . . . . . .    7
     Neighborhood Description. . . . . . . . . . . . . . . .   17
     Site Description. . . . . . . . . . . . . . . . . . . .   21
     Improvement Description . . . . . . . . . . . . . . . .   26
     Highest and Best Use. . . . . . . . . . . . . . . . . .   31

Valuation Analysis

     Highest and Best Use as though Vacant . . . . . . . . .   32
     Physically Possible . . . . . . . . . . . . . . . . . .   32
     Legally Permissible . . . . . . . . . . . . . . . . . .   33
     Financially Feasible. . . . . . . . . . . . . . . . . .   34
     Maximally Productive. . . . . . . . . . . . . . . . . .   35
     Highest and Best Use as Improved. . . . . . . . . . . .   35
     The Valuation Process . . . . . . . . . . . . . . . . .   37
     The Cost Approach . . . . . . . . . . . . . . . . . . .   39
     Explanation of Adjustments. . . . . . . . . . . . . . .   52
     Correlation and Conclusion. . . . . . . . . . . . . . .   54
     Replacement Cost of Improvements. . . . . . . . . . . .   55
     Depreciation. . . . . . . . . . . . . . . . . . . . . .   56
     Summary of the Cost Approach. . . . . . . . . . . . . .   59
     The Sales Comparison Approach . . . . . . . . . . . . .   60
     Explanation of Adjustments. . . . . . . . . . . . . . .   71
     Financing/Conditions of Sale. . . . . . . . . . . . . .   71
     Market Conditions (time). . . . . . . . . . . . . . . .   71
     Average Unit Size . . . . . . . . . . . . . . . . . . .   71
     Location. . . . . . . . . . . . . . . . . . . . . . . .   72
     Age . . . . . . . . . . . . . . . . . . . . . . . . . .   72
     Quality/Condition . . . . . . . . . . . . . . . . . . .   72
     Correlation and Conclusion. . . . . . . . . . . . . . .   73
     The Income Capitalization Approach. . . . . . . . . . .   75
     Estimate of Market Rent . . . . . . . . . . . . . . . .   75
     Rent Comparable . . . . . . . . . . . . . . . . . . . .   76
     Analysis of Operating History . . . . . . . . . . . . .   88
     Direct Capitalization . . . . . . . . . . . . . . . . .   91
     Band of Investment. . . . . . . . . . . . . . . . . . .   92
     Debt Coverage Ratio . . . . . . . . . . . . . . . . . .   92
     Summary of the Direct Capitalization Approach . . . . .   94
     Discounted Cash Flow Analysis . . . . . . . . . . . . .   95
     Multifamily Income Proforma . . . . . . . . . . . . . .   97
     Summary of the Income Capitalization Approach . . . . .   99
     Recapitulation and Final Reconciliation . . . . . . . .  100
     Certificate of Appraisal. . . . . . . . . . . . . . . .  104
     Assumptions and Limiting Conditions . . . . . . . . . .  107

Addendum

     Supplemental Subject Photographs
     Flood Plain Map
     Legal Description
     Rent Roll
     Income Statements
     Zoning Regulations
     Engagement Letter
     Qualifications of Appraisers

<PAGE>

                        APPRAISAL REPORT
                                 
                      Town Place Apartments
                  A 240-Unit Apartment Complex
                      2524 NE Coachman Road
                   Clearwater, Florida  34625


PURPOSE AND DATE OF APPRAISAL:

The purpose of this appraisal is to estimate the market value of
the fee simple interest in the property described herein, as of
April 15, 1996, in "as is" condition.


FUNCTION OF THE APPRAISAL:

This appraisal report is to assist the client in the underwriting
of a mortgage loan to be secured by the subject property.  This
appraisal reflects or addresses any significant information known
to this appraiser which may materially alter the nature of the
appraisal.


INTEREST APPRAISED:

The fee simple interest in the property described herein has been
appraised.  Liens and encumbrances, if not described, are unknown
and the property has been analyzed as if free and clear.


SCOPE OF THE APPRAISAL:

A physical inspection of the subject property was made on April
15, 1996.  The inspection of the property was made with the
assistance of Sheryl Sallimo, Property Manager and Wayne Shaw,
Regional Manager.  Documentation supplied for the subject
property included a four year operating income history and a
current rent roll.  All of the improved structures were
physically inspected from the exterior.  Interior inspections
were made of the leasing office, laundry/maintenance room, and a
sample of 5 apartment units.  Public records were reviewed for
additional information on the subject property.

Once a physical inspection was completed, the economic conditions
of the region and neighborhood were investigated and analyzed in 
relation to the relevant factors which effect the market value of
the subject.  The cost approach, sales comparison approach, and
income capitalization approach were used to evaluate the relevant
factors and estimate the market value of the subject.  The time
period for which comparable market data was investigated was from
January 1993 to the present.  Data sources used to collect
comparable market information include Redi, Ulticomp, Realtron,
MetroScan, public records, and internal appraisal files.

The cost approach is derived by estimating the value of the land
and the depreciated replacement cost of the improvements.  The
primary factors which were considered in the search for
comparable land sales were the highest and best use, the date of
sale, and the location.  All of the land comparables were
researched, physically inspected, and confirmed with a
knowledgeable source.  Both Pinellas and Hillsborough Counties
were searched for land comparables.  Land sales in Pinellas
County were limited due to the dense development in the area and
the limited supply of vacant land.  The replacement cost of the
improvements was estimated using Marshall Valuation Service. 
Depreciation applicable to the improvements was estimated based
on a comparison of other structures in the neighborhood.

The sales comparison approach values the subject property by
comparing it to similar sales in the market area.  The primary
factors which were considered in the search for improved
comparables were age and quality of the properties, the date of
sale, and the location.  All of the improved comparables were
researched using public records, physically inspected, and
confirmed with a knowledgeable source.  The search for improved
comparables was limited to Pinellas County.

The income capitalization approach estimates the value of the
subject by dividing net operating income by a capitalization rate
and estimating future cash flows and applying an appropriate
discount rate.  Net operating income is derived by estimating the
gross potential income of the subject and then deducting for
vacancy, collection loss and operating expenses.

The gross potential income for the subject was derived using rent
comparables.  The primary factors which were considered in the
search for rent comparables was the age and quality of the
properties and the location.  All of the rent comparables were
researched using public records, physically inspected, and
surveyed with a knowledgeable source.  All of the rent
comparables were located in the immediate subject neighborhood. 
Vacancy, collection loss, and expenses were supported by the rent
comparables, as well as, the improved comparables.  The
capitalization rate was derived using comparable sales, the band
of investment and the debt coverage ratio.

This narrative report describes the valuation problem and
contains data, analysis, assumptions and limiting conditions upon
which value conclusions have been based.  It is the intent of
this appraisal to be in compliance with the regulations governing
federally regulated financial institutions and the Uniform
Standards of Professional Appraisal Practice as adopted by the
Appraisal Institute, and as read and interpreted.


DEFINITION OF MARKET VALUE:

"The most probable price which a property should bring in a
competitive and open market under all conditions requisite to a
fair sale, the buyer and seller each acting prudently
knowledgeably, and assuming the price is not affected by undue
stimulus.  Implicit in this definition is the consummation of a
sale as of a specified date and the passing of title from seller
to buyer under conditions whereby:

1.   buyer and seller are typically motivated;

2.   both parties are well informed or well advised, and acting
     in  what they consider their own best interests;

3.   a reasonable time is allowed for exposure in the open
     market;

4.   payment is made in terms of cash in United States dollars or
     in terms of financial arrangements comparable thereto; and

5.   the price represents the normal consideration for the
     property sold unaffected by special or creative financing or
     sales concessions granted by anyone associated with the
     sale.

Important factors affecting market value include the time
element, neighborhood and economic changes, as well as
anticipation thereof.  Market prices do not necessarily follow
all of these concepts and are often affected by salesmanship and
the urgency and need of the buyer and/or the seller.  The
essential difference between market price and market value lies
in the premises of intelligence, knowledge and willingness, all
of which are contemplated in market value but not in market
price.

The market value of the property appraised in this report is
estimated as of the date shown in the certificate of appraisal. 
Constantly changing economic conditions have varying effects upon
real property values.  Even after the passage of a relatively
short period, property values may change substantially and
require a review of the appraisal and recertification.

DEFINITION OF FEE SIMPLE OWNERSHIP:

"A fee simple estate implies absolute ownership unencumbered by
any other interest or estate.  Partial interests in real estate
are created by selling, leasing, or otherwise limiting the bundle
of rights in a fee simple estate.  Partial estates include leased
fee and leasehold estates."


IDENTIFICATION OF THE SUBJECT PROPERTY:

The subject property is a 240-unit apartment complex, known as
the Town Place apartments.  The complex, which was constructed in
1984, features one and two bedroom apartment units in two-story
and three-story walk-up garden style buildings.  Amenities
include a leasing office, a swimming pool and spa, tennis courts,
and a laundry/maintenance room.  The construction quality of the
apartment complex is average cost and has been maintained in
average condition.  The total rentable area of the buildings is
202,004 square feet.

The subject site is an irregular shaped non-contiguous parcel
located on the south side of NE Coachman Road, west of the
intersection with U.S. Highway 19 in the city of Clearwater.  The
site has about 852 feet of road frontage.  Ingress and egress is
adequately provided, however it can be more difficult at peak
traffic hours.  The site is basically level, with a gradual
downward slope from north to south.  The total area of the site
is 750,310 square feet or 17.22 acres.


ZONING:

The subject site is zoned RPD-14 (Residential Planned Development
"Fourteen" District) under the jurisdiction of the City of
Clearwater.  The RPD-14 zoning allows residential development at
a maximum of 14 units per net acre.  As defined by the City of
Clearwater, a net acre includes all uplands within a contiguous
parcel of ownership excluding existing or proposed public or
private roadways, right-of-way and vehicular access ways.  The
City of Clearwater uses an 8% factor to determine net acreage. 
The comprehensive land use plan, indicates that the subject has a
land use of MD (Medium Density Residential 15 u.p.a.).  The
subject property is developed at a density of 13.94 units per
acre and appears to conform to the current zoning and land use.

<PAGE>

FLOOD INFORMATION:

The subject property is located in flood zones X and AE.  Flood
zone information was determined by F.I.R.M. community panel
number 125096 0010 D, dated August 19, 1991.  An X zone is
defined as areas determined to be outside the 500-year flood
plain or areas of 500-year flood; areas of a 100-year flood with
average depths of less than 1 foot or with drainage ares less
than 1 square mile; and ares protected by levees form 100-year
flood.  An AE zone is defined as areas with base flood elevations
determined.  Insurance is generally required for improved
structures within the AE zone.  A copy of the flood map may be
found at the addendum of this report.


LEGAL DESCRIPTION:

A tract of land in Section 7, Township 29 South, Range 16 East,
Pinellas County, Florida, being more particularly described at
the addendum of the report.

The legal description for the subject was supplied by the client
and is assumed to be correct.  No guarantee is made as to the
accuracy of the legal description.


TAX INFORMATION:

Census Tract:       267.02
Parcel Numbers:     07-29-16-00000-110-0500
Owner of Record:    Decade Companies Income Properties, Ltd.
1995 Tax Valuation: $7,691,400
Millage Rate:       23.0366
1995 Gross Tax:     $177,183.71 (1995 Taxes - Paid)

In review of the appraised value for the subject property, the
assessed value appears to be within an acceptable range.  An
analysis of the tax assessment and tax comparables may be found
in the income capitalization approach section of the report.


SALES HISTORY:

A search of Pinellas County Public Records revealed that no
transactions involving the subject property have occurred over
the last five years.

It was reported that the subject property was under contract for
sale in 1995 for $9,500,000 and was one of a number of apartment
complexes being assembled for purchase by a Real Estate
Investment Trust.  The contract fell through apparently due to
the lack of total funds raised, as well as, prior internal
purchase agreements
that were already in place.  The trust forfeited a $100,000 non-
refundable binder deposit.

To our knowledge the subject property is not currently on the
market for sale.


HIDDEN CONDITIONS:

The appraiser assumes that there are no hidden or unapparent
conditions of the property, subsoil or structures which would
render it more or less valuable than otherwise apparently
comparable property.  The appraiser assumes no responsibility for
such conditions or for engineering which might be required to
discover such conditions.

<PAGE>

                     TAMPA BAY AREA ANALYSIS


TAMPA BAY AREA:

The Tampa Bay Area is located on the west coast of Florida,
midway up the Florida peninsula.  The Tampa Bay Comprehensive
Planning District 8 is geographically defined as Hillsborough,
Manatee, Pasco and Pinellas Counties, which contain a total of
2,818 square miles.  The primary concentration of development has
taken place around Tampa Bay and along the Gulf coast.  The major
cities in the area are Tampa in Hillsborough County, and St.
Petersburg and Clearwater in Pinellas County.

The region is blessed with a moderate climate with an average
minimum temperature of 48 degrees in January and an average
maximum temperature of 89 degrees in July.  The average annual
rainfall is 56 inches, the majority of which falls in the summer
months.


POPULATION:

The current population of the region is estimated at 2,311,198
(1995).  The region has experienced a dramatic increase in
population since 1970, with a total increase of 44.9% between
1970 and 1980.  Population growth has slowed somewhat since 1980,
with an increase of 26.8% between 1980 and 1990, or approximately
46,000 new residents annually.  Total growth in 1990-1995,
however, was only 132,647, or 26,529 annually.



<PAGE>

<TABLE>
                                                  POPULATION STATISTICS
<CAPTION>
                 1980       1990       1995    Annual    % Change
                                                80-90      90-95       2000*
<S>          <C>        <C>        <C>           <C>        <C>    <C>
Hillsborough   646,960    834,054    892,299     2.6%       1.4%     962,229
Manatee        148,445    211,707    232,700     3.6%       1.9%     257,404
Pasco          193,661    281,131    306,401     3.8%       1.7%     340,101
Pinellas       728,531    851,659    879,798     1.6%       0.7%     919,497
District 8   1,717,576  2,178,551  2,311,198     2.4%       1.2%   2,479,231

<FN>
* Population projections, University of Florida
</FN>
</TABLE>


<PAGE>


Population growth during the 1970's was 3.8% on an annual basis.  
In the period 1980-1990, growth in the area dropped to 2.4%
annually, in part due to the overall slowing of migration to the
sunbelt.  With the slowdown in the economy, growth since 1990 has
been only 1.2% per year for the district.  Growth is due
primarily to net immigration rather than natural growth. 
Pinellas County has recorded the lowest percentage growth due to
the dwindling supply of available land.

Hillsborough County is the most populous county in the area and
contains the largest city, Tampa.  The second most populous
county in the area is Pinellas, which is geographically the
second smallest county in Florida.  This makes Pinellas County
the most densely populated county in Florida with over 3,122
residents per square mile.  Pasco County exhibited the most
dramatic growth since 1980 due to its emergence as a retirement
area, and increases in employment opportunities, however, as with
other counties, Pasco County growth has slowed considerably.

The average age of the population for the region is 39 years, as
compared to 36 years for the State of Florida.  The average age
for the counties are 43 years for Manatee, 33 years for
Hillsborough, 48 years for Pasco, and 42 years for Pinellas.  The
more mature populations in Manatee, Pasco and Pinellas Counties
are primarily due to their history as retirement areas.  Recent
years have shown a slight drop in average age due to the increase
in office and manufacturing employment opportunities.  This is
particularly true of Pinellas County, where the retirement
population is being replaced by younger, working age, families.

There were 961,202 households in the District in 1994, which
represents an average household size of 2.40.  The average
household size has decreased from 2.70 in 1970, in keeping with
national trends.  Based on historical growth patterns, this would
equate to 19,450 new household formations annually.  However, the
slower growth in 1990-1995 equates to only 11,033 new household
formations annually.  This is reflected in the significant drop
in new housing starts in recent years.  Housing starts have shown
a slight rebound in all counties in the years 1993, 1994 and
1995, due in part to lower interest rates.

Population growth is expected to rebound somewhat as the general
economy improves, however, it is unlikely to reach the level of
growth experienced in the 1970's and 1980's.


ECONOMIC BASE:

Historically the economy has been tourist and retirement oriented
in the coastal counties and manufacturing and commercially
oriented in Hillsborough County.  While this is still true today,
Pinellas County has begun to attract a larger share of new
businesses, particularly in the high tech industries.  Tampa,
however, remains the major economic hub of the area.

Major factors affecting the economic growth in the area, apart
from the retirement and tourist industries, are Tampa's deep
water port, Tampa International Airport and the major highway
arteries servicing the area.  Tampa is a major break point
between railroads, air, highway and water transport.  The Port of
Tampa handled 52.0 million short tons in 1990, with an additional
5.3 million short tons handled by Port Manatee.  Ease of access
through Tampa International Airport and the interstate highway
system has made the area increasingly more attractive for
corporate and regional headquarters facilities, as well as high
tech industry.  This has spurred additional growth in the service
and construction industries.  The completion of I-75 through the
region opened new growth opportunities in Pasco, Hillsborough and
Manatee Counties, however, due to the general slowdown in the
economy, this growth has not yet materialized.

Taxable retail sales in the Tampa Bay Area increased from $19,521
million in 1990 to $23,502 million in 1994.  Retail sales levels
are generally in line with the State of Florida, however they are
above national levels.  The high level of retail sales is in
large part due to the tourist and part time resident trade.  This
same influence is evident in the area employment statistics.

Total personal income has increased dramatically over the period
from 1985 to 1995.  In 1985 the total personal income for the
area was $27,463 million.  By 1995 this had increased to $51,327
million, an increase of 86.9%, or 6.45% annually.  Per capita
income increased at a slightly slower rate than Florida as a
whole to a current level of $22,208, slightly below the Florida
per capita income of $22,534.


                   PER CAPITA PERSONAL INCOME

                  1990      1994       1995   % Change  Ann. %
                                                94-95    90-95

Hillsborough   $17,264    $20,743    $21,155     2.0%     4.1%
Manatee        $18,525    $22,968    $22,636    -1.4%     4.1%
Pasco          $14,424    $16,573    $17,146     3.5%     3.5%
Pinellas       $21,881    $24,146    $24,725     2.4%     1.5%
District 8     $18,825    $22,208    $22,208     2.2%     3.4%
Florida        $18,683    $22,534    $22,534     2.9%     3.8%

Employment in the region reflects a broad based economy, although
it is skewed somewhat to the retail trade and service industries. 
Agriculture and mining were instrumental in the early growth of
the area but have declined substantially in recent years. 
Historically the unemployment rate, at 5.3% in 1995, has stayed
below the national and state averages.

<PAGE>


                LABOR FORCE AND EMPLOYMENT (1995)

                         Labor                          Unemply.
                         Force    Employed   Unemployed   Rate


       Hillsborough    503,225    475,286     27,969       5.6%
       Manatee         109,176    104,711      4,465       4.1%
       Pasco           118,654    110,789      7,865       6.6%
       Pinellas        441,700    419,406     22,283       5.0%
       District 8    1,172,755  1,110,203     62,582       5.3%



The current labor force for the District is 1,172,755 or 50.7% of
the population.  In 1982 the labor force was 717,916 or 41.8% of
the population.  Not only has there been a substantial increase
in labor force, there has also been a dramatic increase in the
percent of population employed.

                 EMPLOYMENT DISTRIBUTION (1993)

                                             Percent  Percent
   Industry                Total    Percent  Florida    US

   Agriculture            20,910     2.20%    2.80%    2.70%
   Mining                    125     0.00%    0.10%    1.20%
   Construction           42,682     4.60%    5.20%    4.50%
   Manufacturing          95,427    10.30%    8.70%   20.00%
   Transport, Communic.   50,127     5.40%    5.90%    5.60%
   Wholesale Trade        51,372     5.50%    5.30%    5.80%
   Retail Trade          188,913    20.30%   20.90%   16.40%
   Finance, Real Estate   65,773     7.10%    6.50%    5.80%
   Services              365,408    39.30%   37.80%   20.80%
   Government             49,663     5.30%    6.80%   17.20%
   Total                 930,401    100.00  100.00%  100.00%


The comparison of the District distribution with the national
distribution of employment illustrates the importance of the
construction, retail sales and service sector in the local
economy and in Florida.  This is due, in large part, to the
tourist and retirement influence in the area.  Employment growth
had kept pace with population growth, thus providing adequate job
opportunities.

Due to the favorable economic environment, the quality of life in
the area and the strong economic base, the Tampa Bay area should
continue to grow as a major economic center.  The area has been
successful and should continue to be successful in attracting new
businesses.


SOCIAL SERVICES:

All normal governmental services are adequately provided
throughout the region.  Electrical power is provided by Florida
Power Corporation in Pasco and Pinellas Counties, Florida Power
and Light in Manatee County and by Tampa Electric Company, in
Hillsborough County  at  rates  comparable with other  areas  of
Florida.  Water, sewer, sanitation, police and fire protection
are provided by the various county and municipal governments. 
Local tax rates are generally in line with other areas of the
state.

Due to past growth, particularly in Hillsborough, Pasco, and
Pinellas, certain services have been sorely taxed.  Limited water
restrictions have been implemented throughout the area during dry
periods.  The interior road systems are inadequate in certain
high growth areas.  This problem has become more critical with
the implementation of the Florida Growth Management Act, which
requires infrastructure improvements to be made concurrent with
growth.  While these factors do not appear to have had a major
impact on growth thus far, they are likely to become a major
factor in future growth, particularly if growth returns to past
levels.

The area has long been noted as a retirement and vacation spot
with its gulf beaches and attractions such as Busch Gardens,
Disney World and Weeki Wachee Springs.  Over the years, the area
has also developed a number of other cultural and leisure
activities including an NFL football team, an NHL hockey team,
the Ruth Eckerd Hall in Clearwater, a number of smaller theaters
and the Performing Arts Center in Tampa.  A 200,000 square foot
convention center has been constructed in downtown Tampa, along
with a new hockey arena.   A sports stadium has been constructed
in downtown St. Petersburg, which has been awarded a new major
league baseball franchise.

Shopping is abundant and easily accessible to all areas.  A
number of major area malls are scattered throughout the area. 
These new cultural and leisure amenities have given the Tampa Bay
area a much more cosmopolitan atmosphere, thus making the area
much more attractive to both part time visitors and permanent
residents.

Educational opportunities are adequately provided in the area. 
Each county has a public school system providing education from
kindergarten through the twelfth grade, as well as private
schools. Higher education is provided by a number of
institutions, both public and private, including St. Petersburg
Junior College, University of South Florida, University of Tampa,
Hillsborough Community College, Eckerd College and Stetson
University.

Health services are provided by 51 hospitals, with a total of
11,273 beds.  There are approximately 5,184 licensed physicians
serving the area.  There is also a large number of nursing homes
and care facilities serving the elderly population.


CONCURRENCY:

Concurrency laws were enacted in 1990, statewide.  Concurrency is
part of the 1985 Florida Growth Management Act which states in
part that all infrastructures, which are, or will be affected by
any proposed development, must be in place, prior to, or
concurrent
with development.

In most municipalities, there are seven areas that affect
concurrency.

          1. Solid Waste      5. Transportation
          2. Drainage         6. Parks and Recreation
          3. Water            7. Mass Transportation
          4. Sewer

The major items of concurrency which normally affect most
projects are sewers and roads.  Sewers and roadway capacities are
also generally the most expensive to build.

Concurrency laws may require the developer to pave, widen, and/or
construct existing or additional roads to carry the burden of the
additional traffic generated by a proposed development.  The
developer may also have to participate in the cost of
construction to increase the sewer capacity or may have to donate
land to be used for parks and recreation.

As a result of rapid development, a major concern in the area
lies with the inability of the existing roads to keep up with
vehicular traffic demands.  Streets are rated "A" through "F". 
Streets in the county with severe traffic problems are labeled
"F".  Development on streets that are rated, or are approaching,
an "F" rating could be significantly curtailed.  All counties
have major road construction programs underway to alleviate these
problems, however, they are likely to persist, at least in the
short run.


HOUSING MARKET:

The Housing Market remains stable in the Tampa Bay area, although
sales of new homes have slowed from the high levels experienced
during the high growth period of the 1970's.  The most active
housing markets in both single family and multi-family
developments
are northwest Hillsborough County, north Pinellas County, and
south Pasco County.

New housing starts over the period 1987-1992 experienced a steady
decline due to slower population growth and over building. 
Housing starts in all counties stabilized in 1992, with an
increase in construction activity in 1993 and 1994.  Preliminary
estimates for 1995 indicate a slight decrease in residential
construction activity, however, preliminary estimates have
historically been below actual figures.  The extent of future
improvement in housing production is dependent on the improvement
of infrastructure, as mandated by the 1985 Growth Management Act,
new job creation and population increases.  However, it is
unlikely that housing starts will return to the levels
experienced in the 1970's and early 1980's.

The following chart shows the housing starts through 1995 for all
counties in the metropolitan area.



<PAGE>

<TABLE>
                                      HOUSING STARTS
<CAPTION>

County                  1989        1990      1991      1992     1993      1994      1995*
<S>               <C>  <C>         <C>       <C>       <C>      <C>       <C>        <C>
Hillsborough      SF   4,100       2,454     3,167     4,237    4,484     5,208      6,809
                  MF   2,162       2,837     1,243       506      695     2,340
Manatee           SF   1,254       1,185     1,012     1,304    1,551     1,917      2,401
                  MF   1,273       1,118       801       381      239       272
Pasco             SF   2,080       1,460     1,484     1,661    2,098     2,177      2,054
                  MF     326          81       127       174      123       239
Pinellas          SF   2,423       1,960     1,961     2,602    2,398     2,426      3,326
                  MF   1,737       1,935     1,855       591    1,241     1,101
Total (by type)   SF   9,857       7,059     7,624     9,804   10,531    11,728
                  MF   5,498       5,971     4,026     1,652    2,298     3,952

Total                 15,355      13,030    11,650    11,456   12,829    15,680     14,590
Percent Change       -20.26%     -15.14%   -10.59%    -1.67%   11.98%    22.22%     -6.95%
<FN>
*  Preliminary est., breakdown between Single and Multi Family not available.
</FN>
</TABLE>

<PAGE>



Inventories of new single-family homes are at reasonable levels
in all four counties.  All counties are beginning to experience a
shortage of developed lots due to the recent increase in building
activity.  This is particularly true of Pinellas County due to
the lack of developable land.  This has caused an increase in
demand in southern Pasco County.  New single family detached
construction is over a broad range of prices, generally from
$75,000 to $300,000.  The most active condominium market is in
the $60,000 to $90,000 price range.

The multi-family market has experienced an increase in new
construction over the last 24 months, particularly in
Hillsborough and Pinellas County, however, exact numbers are not
available for 1995.  Vacancy rates have stabilized in both
Pinellas and Hillsborough County at approximately 5% to 8%. 
Rents have increased by approximately 3% to 5% per year. 
Absorption rates in most well designed and well located new
projects are reported to be good.

An emerging trend is the renovation or replacement of older
residences in existing neighborhoods.  This trend is particularly
noticeable in Pinellas County and south Tampa where available
land is in short supply.

The overall housing market remains stable, although there is
continuing softness in certain submarkets.  The historic ability
of the Tampa Bay area to absorb new housing units should continue
to support new construction in the area.  Current population
growth would indicate 11,033 new household formations per year,
which is reflected in production of new housing units.  Steady
increases in rental rates and continued strong apartment
absorption rates would appear to indicate future improvement.



SUMMARY:

In summary, the Tampa Bay area currently provides all of the
normal services required by a major metropolitan area.  Although
the tremendous growth over the last decade has strained some of
the governmental services, there should be no detrimental effects
on overall growth, at least in the short run.  However, if
infrastructure development is not provided, as required by the
concurrency provisions of the Florida Growth Management Act, long
term growth could be slowed.

Sources:  Florida Statistical Abstract
          Florida Trend Economic Yearbook
          The Maddux Report

A more detailed analysis of the specific market in which the
subject is located may be found in the following Neighborhood
Analysis.  While our analysis will consider the market as a
whole, particular attention will be paid to the specific market
of the subject.

<PAGE>

                         TAMPA BAY AREA

                        REGIONAL LOCATION
<PAGE>

                    NEIGHBORHOOD DESCRIPTION

The subject property is located on the south side of NE Coachman,
west of U.S. Highway 19 in the city of Clearwater.  The
surrounding neighborhood primarily consists of well established,
fully developed, residential properties with supporting
commercial facilities lining the major thoroughfares.  The
neighborhood boundaries could readily be described as Sunset
Point Road to the north, McMullen-Booth Road and Old Tampa Bay to
the east, East Bay Drive to the south, and Highland Avenue to the
west.

The improvements in the subject neighborhood contain a mixture of
commercial and residential uses.  The main traffic arteries are
typically lined with commercial improvements, including offices,
service stations, convenience stores, restaurants, service shops,
auto sales/repair facilities, banks, and other commercial uses. 
The balance of the surrounding areas are primarily developed with
a mixture of single family and multiple family development. 
Single family properties in the area range substantially in size
and age, thus catering from lower to higher income ranges. 
Likewise, the multi-family properties in the area command rents
from the lower to higher income ranges.  Properties are
adequately maintained and many of the older ones show signs of
renovation.

A small municipal airport is located at the northeastern portion
of the neighborhood.  Several public parks, schools, shopping, a
golf course, and a baseball stadium (used in the summer months by
the Philadelphia Phillies) are conveniently located throughout
the neighborhood.  Public Beaches, regional malls, employment,
and other supporting facilities are located within the
neighborhood or within a short driving distance.  Tampa
International airport is located within a twenty-five minute
driving distance, east of the subject.

The major north-south arteries in the neighborhood are McMullen-
Booth Road, U.S. Highway 19, Belcher Road, Hercules Avenue, Keene
Road, and Highland Avenue.  U.S. Highway 19 is a well traveled
thoroughfare located in the eastern portion of the neighborhood
and is heavily developed with office and retail properties.  Both
Belcher Road and McMullen-Booth Road provide alternate north-
south travel routes to U.S. Highway 19, and are both improved
with mixed residential and commercial development.  Highland
Avenue is primarily developed with residential type properties
with a scattered small amount of commercial development. 
Hercules Avenue is primarily developed with commercial and
industrial type properties.

The major east-west arteries in the neighborhood are Sunset Point
Road, Drew Street, Gulf-to-Bay Boulevard, Druid Road, Sunset
Point Road, Belleair Road, and East Bay Drive.  Both Gulf-to-Bay
Boulevard and East Bay Drive are heavily developed commercial
thoroughfares which carry large volumes of vehicular traffic. 
The remaining east-west roads are primarily developed with small
"Mom
and Pop" commercial properties, scattered multi-family
properties, and single family subdivisions.

The roads in the neighborhood provide good traffic flow and are
well maintained on a continual basis.  Construction to improve
road conditions is currently in progress on Sunset Point Road,
Keene Road, and East Bay Drive.  Interstate access for the
neighborhood is located within a 20 minute driving distance east
or southeast of the neighborhood.  Many of neighborhoods in
Pinellas County lack nearby interstate access and is not
considered to have any adverse influence on the subject
neighborhood.

Single family development in the subject neighborhood varies
dramatically from older masonry or frame homes in the lower to
moderate price range, to newer custom built homes in the upper
price range.  The majority of the homes are typically older one
story, concrete block structures that are about 800 to 1,700
square feet in size and sell from $40,000 to $90,000.

The market for rental housing units in the area is well
diversified and is available for all household income levels.  A
market investigation was conducted in the subject neighborhood
and it indicated that there is good demand for apartment
complexes.  According to local apartment managers in the area,
typical vacancy rates range from 1% to 10%.  Monthly rents for
one bedroom apartments are from $350 to $650 a unit, monthly
rents for two bedroom apartments are from $450 to $800 a unit,
and monthly rents for three bedroom apartments are from $600 to
$950 a unit.  Several of the apartment complexes which directly
compete with the subject property are Coachman Crossing, Cameron
Lakes, Sunchase of Clearwater, Coral Cove, and Chesapeake.  All
five apartment complexes, like the subject, feature clubhouses
and/or leasing offices, swimming pools and laundry facilities.

As the result of the city of Clearwater being nearly fully
developed there has been relatively little population growth from
1980 to 1994.  The permanent population of Clearwater is
estimated as of 1994 at 100,604, which is up 1,820 from 1990 and
15,076 from 1980.

The median age of the neighborhood is 39.2 years, which is above
the state, but below both Pinellas County and the region.  In the
neighborhood, 20.5% of the population is age 0 to 18, 29.5% is
age 18 to 39, 27.4% is age 39 to 65, and 22.6% is age 65 or
older.  The population of the neighborhood is well diverse in age
as the result of supporting academic schools, employment centers,
health care, and recreational amenities.

About 25% of the neighborhood population earns an annual
household income up to $15,000, 25% earn $15,000 to $25,000, 33%  
earn $25,000 to $50,000, and 17% earn $50,000 and up.   The
annual household income figures indicate that quality employment
is available to the area.

All necessary public utilities are readily available in the
neighborhood, including water, sewer, telephone, and electrical
service.  Police and fire protection are supplied by the City of
Clearwater.  Local governments appear to keep the streets and
equipment properly maintained.

In summary, the subject neighborhood has a large residential
population base.  The area is well-served by local utilities,
governmental services, and supporting commercial facilities. 
Recreational and social amenities, including schools and parks,
are also abundant.  Vacant land is somewhat scarce in the area,
and existing properties are adequately maintained, under
renovation, or demolished to make way for new construction.  The
subject neighborhood appears to be in the stable portion of the
neighborhood life cycle.  Real property values in the
neighborhood have been relatively stable for the past two years
and should remain relatively stable in the near future.

<PAGE>

                        NEIGHBORHOOD MAP
<PAGE>

                        SITE DESCRIPTION


Location:

The subject site is located on the south side of NE Coachman Road
about 280 feet southwest of the intersection with U.S. Highway 19
in the city of Clearwater.  The physical mailing address of the  
property is 2545 NE Coachman Road, Clearwater, Florida  34625.


Size and Shape:

The subject site is an irregular shaped non-contiguous interior
parcel with about 852 feet of road frontage on NE Coachmen Road
and a depth of about 1,335 feet.  The gross area of the site is
750,310 square feet or 17.22 acres.


Topography and Drainage:

The site is basically level and slopes gradually downward from
north to south.  The site is improved with a 240-unit apartment
11 complex known as Town Place Apartments.  The parcel has a
master drainage system with water retention located at the
southeastern portion of the site.  Drainage for the site appears
to be adequate.


Easements, Encroachments, and Other Conditions:

Based on the survey provided and a physical inspection of the
property, there were no adverse easements, encroachments or
conditions observed.


Flood Information:

The subject property is located in flood zones X and AE.  Flood
zone information was determined by F.I.R.M. community panel
number 125096 0010 D, dated August 19, 1991.  An X zone is
defined as areas determined to be outside the 500-year flood
plain or areas of 500-year flood; areas of a 100-year flood with
average depths of less than 1 foot or with drainage ares less
than 1 square mile; and ares protected by levees form 100-year
flood.  An AE zone is defined as areas with base flood elevations
determined.  Insurance is generally required for improved
structures within the AE zone.


Soil and Subsoil:

No soil analysis was made available, however given the existing
improvements to the site and surrounding properties, soil
conditions would appear adequate for development.  At the time of
inspection, there were no unusual conditions observed on the site
that would suggest the presence of soil contamination.  It was
reported that a 1992 environmental analysis for the subject
property found favorable results.


Utilities and Services:

Water:         City of Clearwater
Sewer:         City of Clearwater
Electricity:   Florida Power Corporation
Telephone:     General Telephone Company
Police:        City of Clearwater
Fire:          City of Clearwater

The cost of utilities and services are similar to competing areas
within the Tampa Bay area.


Street Improvements:

NE Coachman Road, in front of the subject site, is a two lane
road with masonry sidewalks and no curbs.  Telephone and electric
service in the area is wood pole mounted.  U.S. Highway 19 to the
east of the site is a six lane road with center turn lanes.  The
intersection of NE Coachman Road and U.S. Highway 19 is signaled
with a traffic light.  Traffic counts taken in the location of
the subject for 1993 estimate travel on NE Coachman Road at
13,862 cars daily and travel on U.S. Highway 19 at 71,862 cars
daily.  Travel is by both local and transient traffic.  The
visibility of the site is adequate.


Ingress/Egress:

Access to the site is provided only by NE Coachman Road, to the
north.  Access to NE Coachman Road is available from U.S. Highway
19 to the east and Old Coachman Road or Belcher Road to the west. 
Ingress and egress for the site is adequate and is easily made
from all traffic directions.  Ingress and egress for the site may
be slightly more difficult during peak traffic hours.


Relationship to Surrounding Properties and Uses:

The subject property is bordered to the north with a Walmart, and
to the east with a motel and vacant commercial sites fronting on
U.S. Highway 19.  To the south, the subject is bordered with
vacant land owned by Pinellas County, as well as, the spring
training facility for the Philidelphia Phillies, Major League
Baseball team.  Within the land owned by Pinellas County, about
200 feet south of the subject site, is the Seaboard Coast Line
railroad.  Trains run twice daily, usually around 12:00 pm and
between 1:00 and 4:00 am.

To the west, the subject is bordered with high tension power
lines and a competing 218 unit apartment complex, known as
Coachman Crossing.  The location of the high tension power lines
and the railroad  tacks  are  believed to  have  no  significant 
adverse influence on the subject property.  In fact, many of the
units near the tracks are charged a view premium for a small lake
located in the area.  Located within the complex, but separately
owned is the Royal Racquet Club, a public tennis facility.  The
land where the front entrance is located, belongs to the tennis
facility, however the apartment complex maintains the entrance
and has an ingress and egress easement over the land.  The
existing use of the subject site as improved with an apartment
complex provides a good transition from commercial to residential
development.


Zoning:

The subject site is zoned RPD-14 (Residential Planned Development
"Fourteen" District) under the jurisdiction of the City of
Clearwater.  The RPD-14 zoning allows residential development at
a maximum of 14 units per net acre.  As defined by the City of
Clearwater, a net acre includes all uplands within a contiguous
parcel of ownership excluding existing or proposed public or
private roadways, right-of-way and vehicular access ways.  The
City of Clearwater uses an 8% factor to determine net acreage. 
The comprehensive land use plan, indicates that the subject has a
land use of MD (Medium Density Residential 15 u.p.a.).


Concurrency:

Concurrency laws in the state of Florida became active on January
1, 1990.  Concurrency is part of the 1985 growth management act
which states in part that all infra-structures, which are, or
will be affected by the development of a property, will be in
place, prior to, or concurrent with development.

In most municipalities, there are seven areas that are affected
concurrency.

      1. Solid Waste     5. Transportation
      2. Drainage        6. Parks and Recreation
      3. Water           7. Mass Transportation
      4. Sewer

The major items of concurrency which normally affect most
projects are sewers and/or roads.  Sewers and roadway capacities
are also generally the most expensive to build.

Concurrency laws may require the developer to pave, widen, and/or
construct existing or additional roads to carry the burden of the
additional traffic, (vehicular trips) that the subject project
will create.  The developer may also have to participate in the
cost of construction to increase the sewer capacity or may have
to donate land to be used for parks and recreation.

Based on conversations with the City of Clearwater, concurrency
would appear to have no adverse influence on the subject
property.


Summary:

In summary, the subject site is located on a secondary collector
road, just west of U.S. Highway 19, a primary commercial
thoroughfare in the city of Clearwater.  The site is an irregular
shaped non-contiguous interior parcel which is 750,310 square
feet or 17.22 acres in size.  All necessary utilities are
available to the site and the topography is gently sloping and
drainage appears to be adequate.  The site has about 852 feet of
road frontage, adequate ingress and egress to major traffic
arteries and adequate traffic visibility.  The subject is
bordered with a combination of multiple family development and
general commercial development.  The location of the subject site
appears well suited for multiple family residential development.

<PAGE>

                             TAX MAP
<PAGE>

                     IMPROVEMENT DESCRIPTION

The subject is improved with twenty-four two-story or three-story
garden style walk-up apartment building containing 240 units.  
Amenities for the apartment complex include a leasing office, a
swimming pool and spa, tennis courts, and a laundry/maintenance
room.  The apartment buildings were constructed in 1984.

The buildings are irregular in shape and uniformly arranged on
the site, with the leasing office, swimming pool and tennis
courts located toward the southern rear portion of the site.  The
construction quality of the apartment complex is average cost. 
The exterior walls are wood frame with wood siding.  The roof
designs are gable, constructed of a wood truss system with a wood
deck and a composition shingle cover.  Aluminum gutters and
downspouts are not provided.  The foundation of the buildings are
a reinforced concrete slab.  Windows are aluminum sliding. 
Exterior doors are metal and interior doors are hollow core. 
Covered entries are located at the front of each of the units.

The total rentable area of the buildings is 202,004 square feet.
For the purpose of this report, the rentable area includes
exterior and common walls.  The square foot sizes are based on
the physical measurements taken at the time of inspection.  The
leasing office is 854 square feet in size and the
laundry/maintenance Room is 1,056 square feet in size.  The six
washers and six dryers in the laundry/storage room are all leased
by the apartment complex.

Landscaping is mature and consists of full sod, small to large
trees, and attractive shrubbery.  The landscaped areas are
adequately maintained and irrigated by a full sprinkler system
which draws water from the lake.

Parking, as well as, ingress and egress are asphalt paved and
maintained in adequate condition.  There are 397 open parking
spaces provided and all are located relatively close to the
units. The apartment complex has 1.65 parking spaces for each
unit, which is considered adequate.

The individual units in the complex are made up of four different
type floor plans, two one-bedroom units and two two-bedroom
units. The smallest of the floor plans is the one-bedroom one-
bath Jasmine model.  These units are 525 square feet in size and
there are 36 located within the complex.  The largest one-bedroom
one-bath unit is the Gardenia model.  The complex has 76 of these
720 square foot units.  The next larger floor plan is a two-
bedroom one-bath model known as the Azalea.  These units are 877
square feet in size and there are 32 located within the complex. 
The largest and most abundant of the floor plans is the Hibiscus
Model.  The complex has 96 of these 1,045 square foot units.  All
of the floor plans provide living rooms with dining areas.  All
of rooms in each of the floor plans are adequate in size and
appear to provide adequate functional utility.  Units include a
good amount of closet space.

MODEL                 UNITS           TYPE                 SIZE
_________________________________________________________________

Jasmine                36         3Rm/1Br/1Bth              525
Gardenia               76         3Rm/1Br/1Bth              720
Azalea                 32         4Rm/2Br/1Bth              877
Hibiscus               96         4Rm/2Br/2Bth            1,045
                       ---        ------------          -------
  Total                240          848 Rooms           202,004

          Weighted Average Unit Size =  842 Square Feet

Unit interiors are of average quality construction.  The floors
are covered with average quality carpet and vinyl.  The vinyl
areas are located at the foyers, kitchens, baths and sun room
areas.  All of the units have 30 gallon water heaters, 125 amp
electrical panels and central air systems.  Standard kitchen
equipment includes a refrigerator, a range/oven with a hood fan,
a dishwasher, and a disposal.  Units are individually metered for
electrical service and have telephone and cable television hook-
ups.  Hook-ups for washers and dryers are optional in all of the
models.  Each unit is equipped with a fire alarm.

On April 15, 1996, the date of inspection, the apartment complex
had 14 vacant units, which was reported to be about typical.  All
of the vacant units were reported to be in rentable condition. 
The current asking rent is $470 a month for the Jasmine units,
$515 to $540 a month for the Gardenia units, $620 to $635 a month
for the Azalea units, and $655 to $725 a month for the Hibiscus
units.  Rent premiums are charged washer and dryer hook-ups and
view amenities.  Tenants are responsible for payment of electric,
telephone and cable television service.  As is typical, the
services included in the rental rates are water, sewage, and
trash removal.

As is common with apartment complexes the size of the subject,
the subject is professionally managed.  Employees consist of a
property manager, an assistant manager, a part-time leasing
agent, a maintenance supervisor, a maintenance assistant, a
grounds keeper, and a housekeeper.  The subject complex has one
nonrevenue producing unit which is used as a model.  The property
manager receives compensation in lieu of the use of a two-bedroom
unit free of charge.

The subject property is well maintained in average condition with
no signs of items which are in need of immediate repair.  As is
typical with large wood frame apartment complexes, some minor
signs of exterior wood rot were observed at the time of
inspection.  Roofs and exterior paint appear to be in adequate
condition. Asphalt resurfacing and striping will likely be
required within the next two years.  The unit interiors and
appliances are generally maintained on a continual basis.

The subject is an average cost quality apartment complex that was
constructed in 1984.  In comparison to competing rental
properties, the condition of the subject property is average. 
The Marshall Valuation Service, a national cost estimate company,
indicates properties such as the subject have total lives of
approximately 50 years.  Based on an observation of other
structures in the neighborhood, a physical life of 50 years would
appear reasonable. In further observation of other structures in
the neighborhood, the effective age of the subject has been
estimated to be equal with actual at 12 years with a remaining
life is estimated at 38 years.

Due to the age of the improvements, the presence of hazardous
materials used in the construction, such as asbestos, is less
likely.  No environmental audit has been made available, however
it was reported that a 1992 environmental analysis for the
subject property found favorable results.

In summary, the Town Place Apartments is an average cost quality
apartment complex.  In comparison to competing rental properties,
the subject is in average condition.  The unit mix, apartment
sizes, and layout are well suited to the rental market.  The
complex is architecturally attractive and offers an average
amenity package.
<PAGE>

                            SITE PLAN
<PAGE>

                        UNIT FLOOR PLANS
<PAGE>

                      HIGHEST AND BEST USE

Highest and best use is defined as:

"The reasonably probable and legal use of vacant land or an
improved property, which is physically possible, appropriately
supported, financially feasible, and that results in the highest
value."

In appraisal practice, the concept of highest and best use is the
premise upon which value is based.  The highest and best use
analysis studies the economic market forces and identifies the
most profitable and competitive use to which a property can be
put.

The highest and best use analysis first considers the site as
though vacant.  If the site is improved, the highest and best use
analysis also considers the property as improved.  The highest
and best use of the land as if vacant may not be the same as the
highest and best use of the property as improved.  The use of the
property as improved will continue as the highest and best use,
as long as the value of the improved property exceeds the value
of the vacant site.

"Highest and best use of land or a site as though vacant assumes
that the parcel of land is vacant or can be made vacant by
demolishing any improvements."  The highest and best use as
though vacant will determine a use for the site, the type of
improvements, and when improvements should be made.  The highest
and best use of the site as vacant is useful for identifying
comparable land sales, as well as estimating a separate land
value, which is fundamental for the cost approach.

"Highest and best use of a property as improved pertains to the
use that should be made of an improved property in light of its
improvements."  The highest and best use of a property as
improved will determine whether the improvements should be
maintained, adapted, or raised.  The purpose of the highest and
best use of the property as improved is to determine the use
expected to produce the greatest value and assist in the
selection of improved comparable sales.

There are four criteria used in analyzing the highest and best
use of both the land as though vacant and the property as
improved.  The highest and best use must be:

                    1.   Physically Possible;

                    2.   Legally Permissible;

                    3.   Financially Feasible;

                    4.   Maximally Productive.


Highest and Best Use as Though Vacant

Physically Possible

Physically possible uses are those uses that can be physically
put on the subject site.  These uses change with the size, shape,
soil, and terrain of the property.  This test also considers
whether public utilities are available to the site.

The subject site is located on the south side of NE Coachman Road
about 280 feet southwest of the intersection with U.S. Highway 19
in the city of Clearwater.  The site is an irregular shaped non-
contiguous interior parcel with about 852 feet of road frontage
on NE Coachmen Road and a depth of about 1,335 feet.  The gross
area of the site is 750,310 square feet or 17.22 acres.

The site is basically level and slopes gradually downward from
north to south.  The site is improved with a 240-unit apartment
complex known as Town Place Apartments.  The parcel has a master
drainage system with water retention located at the southeastern
portion of the site.  Drainage for the site appears to be
adequate. Based on the survey provided and a physical inspection
of the property, there were no adverse easements, encroachments
or conditions observed.

The subject property is located in flood zones X and AE.  Flood
zone information was determined by F.I.R.M. community panel
number 125096 0010 D, dated August 19, 1991.  An X zone is
defined as areas determined to be outside the 500-year flood
plain or areas of 500-year flood; areas of a 100-year flood with
average depths of less than 1 foot or with drainage areas less
than 1 square mile; and areas protected by levees from 100-year
flood.  An AE zone is defined as areas with base flood elevations
determined.  Insurance is generally required for improved
structures within the AE zone.

No soil analysis was made available, however given the existing
improvements to the site and surrounding properties, soil
conditions would appear adequate for development.  At the time of
inspection, there were no unusual conditions observed on the site
that would suggest the presence of soil contamination.

The subject site is serviced by all typical urban utilities.
Electrical service is provided by the Florida Power Corporation,
public water and sewer service is provided by the City of
Clearwater, and telephone service is provided by General
Telephone Company.  Police and fire protection are provided by
the City of Clearwater.  Electrical service, street lights and
telephone service in the area are concrete or wood pole mounted. 
All services provided to the subject site are underground.

Considering the size, shape, and topography of the site and the
availability of utilities, many uses could be physically built on
the site.


Legally Permissible

Legally permissible uses are those uses which are legally allowed
on the subject site.  These uses vary with the type of zoning,
building codes, deed restrictions, and environmental restrictions
imposed on the subject site.

The subject site is zoned RPD-14 (Residential Planned Development
"Fourteen" District) under the jurisdiction of the City of
Clearwater.  The RPD-14 zoning allows residential development at
a maximum of 14 units per net acre.  As defined by the City of
Clearwater, a net acre includes all uplands within a contiguous
parcel of ownership excluding existing or proposed public or
private roadways, right-of-way and vehicular access ways.  The
City of Clearwater uses an 8% factor to determine net acreage. 
The comprehensive land use plan, indicates that the subject has a
land use of MD (Medium Density Residential 15 u.p.a.).

The recent enactment of Concurrency Laws in the state of Florida,
which became effective January 1, 1990, can directly impact on
the use of a site.  Concurrency is part of the 1985 Growth
Management Act, which states in part that all of an area's
infrastructure which are or will be affected by the development
of a property must be in place or concurrent with development and
must be adequate. Concurrency appears to have no adverse
influence on the subject property.

Based on the physical and legal characteristics of the subject
property it would appear as though several types of residential
development would be both physically possible and legally
permissible.  A change in zoning to a commercial or industrial
use would be unlikely.

Given that the subject site is 17.22 acres in size, the subject
site could legally and physically accommodate up to 222 apartment
units.  Condominium, townhouse, and single family subdivision
development would be less likely due to the bordering commercial
and multiple family development.  In addition to complying with
the density requirements, all four uses would also appear to
comply with building setbacks, the building coverage ratio, open
areas, parking areas, and driveway requirements.


Financially Feasible

The test of financially feasible considers those uses which are
both physically possible and legally permissible.  It determines
among them; which uses, if any, would generate a positive return
to the property.  A return is positive if the income of the
property is greater than the property's operating expenses,
financial expenses and capital amortization.

The market for rental housing units in the area is well
diversified and is available for all household income levels.  A
market investigation was conducted in the subject neighborhood
and it indicated that there is good demand for apartment
complexes. According to local apartment managers in the area,
typical vacancy rates range from 1% to 10%.  Monthly rents for
one bedroom apartments are from $350 to $650 a unit, monthly
rents for two bedroom apartments are from $450 to $800 a unit,
and monthly rents for three bedroom apartments are from $600 to
$950 a unit.

NE Coachman Road, in front of the subject site, is a two lane
road with masonry sidewalks and no curbs.  Telephone and electric
service in the area is wood pole mounted.  U.S. Highway 19 to the
east of the site is a six lane road with center turn lanes.  The
intersection of NE Coachman Road and U.S. Highway 19 is signaled
with a traffic light.  Traffic counts taken in the location of
the subject for 1993 estimate travel on NE Coachman Road at
13,862 cars daily and travel on U.S. Highway 19 at 71,862 cars
daily.  Travel is by both local and transient traffic.  The
visibility of the site is adequate.

Access to the site is provided only by NE Coachman Road, to the
north.  Access to NE Coachman Road is available from U.S. Highway
19 to the east and Old Coachman Road or Belcher Road to the west.
Ingress and egress for the site is adequate and is easily made
from all traffic directions.  Ingress and egress for the site may
be slightly more difficult during peak traffic hours.

The subject property is bordered to the north with a Walmart, and
to the east with a motel and vacant commercial sites fronting on
U.S. Highway 19.  To the south, the subject is bordered with
vacant land owned by Pinellas County, as well as, the spring
training facility for the Philadelphia Phillies, Major League
Baseball team. Within the land owned by Pinellas County, about
200 feet south of the subject site, is the Seaboard Coast Line
railroad.  Trains run twice daily, usually around 12:00 pm and
between 1:00 and 4:00 am. To the west, the subject is bordered
with high tension power lines and a competing 218 unit apartment
complex, known as Coachman Crossing.  The location of the high
tension power lines and the railroad tracks are believed to have
no significant adverse influence on the subject property. 
Located within the complex, but separately owned is the Royal
Racquet Club, a public tennis facility.  The land where the front
entrance is located, belongs to the tennis facility, however the
apartment complex maintains the entrance and has an ingress and
egress easement over the land.  The existing use of the subject
site as improved with an apartment complex provides a good
transition from commercial to residential development.

Given that current occupancy and rental rates for apartment
complexes are at reasonable levels, development of the subject
site with an apartment complex would appear to provide a positive
return.


Maximally Productive

Among the financially feasible uses, the use which provides the
highest rate of return or value is the use which is maximally
productive.  Thus, is the highest and best use of the property.

A market investigation indicated that most multiple family land
in Pinellas County was developed at or very near maximum density. 
Most of the new multiple family development is for good quality
apartment complexes.  Absorption rates for these new developments
are generally from 30 to 40 units a month.  Also noted was that
these developments had good recreational amenities and attractive
landscaping.

Therefore, the Highest and Best Use of the site "as if vacant"
would be to develop the site with 222 good quality apartment
units (14.00 units per net acre).


Highest and Best Use as Improved

The subject is a 240-unit apartment complex that was built in
1985. The construction is average cost quality and the property
has been well maintained in average condition.  Most apartment
complexes in the Pinellas County, which are near stabilized
occupancy, are in average to good condition.  As of the
inspection date, the subject had an occupancy rate at about a
94%, which is average for Pinellas County and the immediate area.

The subject property was constructed at a density of 13.94 units
per acre and appears to conform to zoning.  The individual unit
sizes, site layout and available parking appears well suited for
use as a apartment complex.

The value of the site with the improvements far exceeds the site
value alone.  Thus, the highest and best use of the subject
property, as improved, is to continue use as a 240-unit apartment
complex.  Conversion to condominium units would not be reasonable
due to the bordering commercial development and the large number
of one bedroom units.
<PAGE>

                      THE VALUATION PROCESS


The estimate of market value for real property involves a
systematic process in which the problem is defined, the work
necessary to solve the problem is planned, and the data required;
is acquired, classified, analyzed and interpreted into an
estimate of value.  In this process, three approaches are used by
the appraiser to estimate value.  They are:

               THE COST APPROACH
               THE SALES COMPARISON APPROACH
               THE INCOME CAPITALIZATION APPROACH

The cost approach is a method in which the value of a property is
derived from creating a substitute property with the same utility
as the subject property.  In the Cost Approach, the appraiser
must estimate the market value of the subject site as if vacant,
by using the direct sales comparison approach, then estimate the
reproduction cost new of the improvements.  Depreciation from all
sources is estimated and subtracted from the reproduction cost
new of the improvements.  The depreciated reproduction cost of
all improvements is then added to the estimated site value with
the results being an indicated value by the cost approach.

The sales comparison approach also referred to as the market
approach, involves the comparison of similar properties that have
recently sold or similar properties that are currently offered
for sale, with the subject property.  The basic principle of
substitution underlies this approach.  It implies that an
informed purchaser would not pay more for a property than the
cost to acquire a satisfactory substitute property with the same
utility as the subject property in the current market.  These
properties are compared to the subject with regard to differences
or similarities in time, age, location, physical characteristics,
and the conditions influencing the sale.  The notable differences
in the comparable properties are adjusted to the subject property
to indicate a value range for the property being appraised.  The
principle of increasing and decreasing returns is important in
identification of comparables.  The principle of contribution is
the heart of the adjustment process in determining the effect
that the presence or absence of some characteristic has on the
sale price.

When sufficient sales data is available, these adjustments are
best determined by the actions of typical buyers and sellers in
the subject's market place.  This value range, as indicated by
the adjusted comparable properties, is reconciled into a final
indicated value for the subject property by this approach.

The income capitalization approach is a process which discounts
anticipated income streams (whether in dollar income or amenity
benefits) to a present worth figure through the capitalization
process.  The appraiser is again faced with obtaining certain
data related to the subject and comparing it to similar physical,
functional and economic properties.  Comparable rental
information is analyzed to estimate potential gross income
(actual and/or comparative) to determine a projected net income
stream.  The appraiser must estimate a capitalization rate,
either through extraction from the market or using other
available techniques.  The net income stream is capitalized into
an indicated value by this approach.

The value estimates as indicated by the three approaches are then
reconciled into a final estimate of the property's value.  In the
final reconciliation, the appraiser must weigh the relative
significance, defensibility, amount and accuracy of data, and
applicability of each approach as it pertains to the type of
property being appraised and that best approximates the value
being sought in the appraisal.
<PAGE>

                        THE COST APPROACH

The basic premise upon which this method of value estimate is
based, is known as the principle of substitution.  This principle
logically states; "a prudent purchaser of a particular property
would be willing to pay no more for that property than the cost
of acquiring an equally desirable substitute."  It is
acknowledged that one principal method of acquiring a substitute
property would be realized by the reproduction (or replacement)
of the improvements of commensurate utility on an equally
desirable site. This approach is most valid when analyzing new
improvements which have not experienced any loss in value through
normal wear and tear, or other forms of depreciation.

Therefore, the cost approach estimates the current market value
of a property through a process in which the replacement cost of
all improvements are estimated.  From this figure is deducted the
total estimated loss in value (depreciation) for the
improvements.  The basic steps used in this approach are outlined
below:

Step 1    Estimate the current market value of the site.  The
          site is valued as if vacant and free to be used in a
          capacity representing its highest and best use.  This
          step is accomplished through the analysis of the sales
          and listings of comparable commercial sites.

Step 2    Estimate the replacement cost new, of the subject
          improvements.  This step results in the appraisers'
          estimate of the total cost of replacing a structure
          with similarity to the subject improvements.  The
          replacement cost estimate associated with this
          appraisal uses the estimated cost per square foot.  The
          method of estimating this cost factor is fully
          described later in this report.

SteP 3    Estimate the total accrued depreciation.  This refers
          to the total loss in value, which the subject property
          may have experienced through physical, functional, or
          external factors, which would negatively influence the
          value of the property.

Step 4    Deduct the total estimated depreciation (Step 3) from
          the reproduction cost estimate (Step 2) and add the
          current value estimate for the site (Step 1).  The
          resulting figures represent the appraisers' estimate of
          the current market value of the subject via the Cost
          Approach.


<PAGE>

Estimate of Land Value

The valuation of vacant land (Step 1) is typically undertaken by
the sales comparison approach (market approach).  The application
of this approach produces a value estimate for land by comparing
it with similar properties that have recently sold, in the same
or competitive neighborhoods.  The sale price of these properties
tends to set the range of value in which the subject property
will fall, when reduced to an appropriate unit of comparison
(price per square foot, per front foot, per unit, etc). 
Refinement of this data, by the comparative process, should lead
to a logical estimate of market value as of the date of
appraisal.

The reliability of this technique is dependent upon (1) the
degree of comparability of each sale to the subject, (2) market
conditions at the time of sale, (3) verification of pertinent
data, and (4) the absence of unusual conditions that influence
the sale.  A variety of sales within the subject's neighborhood
were analyzed.  Information on those sales considered to be most
comparable to the subject property are set forth in the following
pages.
<PAGE>

LAND COMPARABLE NO. 1:

LOCATION:                South side of Fletcher Avenue, just west
                         of Interstate 75, Hillsborough County

TAX I.D. NUMBER (S-T-R): Portion of 37375.0000 & and others (12-
                         28-19)

SALE DATE:               February 27, 1995

GRANTOR:                 Mary K. Wetherington and others

GRANTEE:                 Zom Tampa Fetcher Ltd.

O.R. BOOK/PAGE:          7688/1815 & 7688/1818

SALES PRICE:             $2,200,000

SIZE:                    22.00 Net Acres or 958,320 Square Feet

NO. OF UNITS:            352 Units (Developed)

DENSITY:                 16.00 Units

PRICE PER SQ. FT.:       $2.30

PRICE PER ACRE:          $100,000

PRICE PER UNIT:          $6,250

LOCATION:                Average

UTILITIES:               Available

SHAPE:                   Irregular

TOPOGRAPHY:              Basically Level

ZONING:                  Alternate Multiple Family by Temple
                         Terrace

LAND USE:                UL-2 (20 u.p.a.)

FINANCING:               SouthTrust Bank $14,250,000 (A & D)

VERIFICATION:            Representative of the Grantee, JMK

COMMENTS:

The site was purchased for development of The Arbors at Fletcher,
a 352 unit apartment complex offering one to three bedroom units
in two to three story buildings.  Rents are projected between
$565 and $875.  The site is across from the Hidden River Business
Park.
<PAGE>

                             TAX MAP
<PAGE>

LAND COMPARABLE NO. 2:

LOCATION:                West side of North Dale Mabry Highway,
                         north of Gaither High School, northwest
                         Hillsborough County

TAX I.D. NUMBER (S-T-R): Portion of 015910.0000 (28-27-18)

SALE DATE:               December 22, 1994

GRANTOR:                 Hillsboro Farms

GRANTEE:                 Carrollwood Place Limited Partnership

O.R. BOOK/PAGE:          7624/1404

SALES PRICE:             $2,190,000

SIZE:                    27.33 Net Acres or 1,190,495 Square Feet

NO. OF UNITS:            432 Units (Developed)

DENSITY:                 15.81 Units

PRICE PER SQ. FT.:       $1.84

PRICE PER ACRE:          $80,132

PRICE PER UNIT:          $5,069

LOCATION:                Average

UTILITIES:               Available

SHAPE:                   Irregular

TOPOGRAPHY:              Basically Level

ZONING:                  PDH by Hillsborough County

LAND USE:                RES-12 (12 u.p.a.)

FINANCING:               SouthTrust Bank $17,800,000 (A & D)

VERIFICATION:            Representative of the Grantee, JMK

COMMENTS:

This site was purchased for development of The Vinings at
Carrollwood Place, a 432 unit apartment complex offering one to
three bedroom units in two to three story buildings.  Projected
rents are from $510 to $875.  Access to the site is provided by
an 80 foot easement from North Dale Mabry Highway.


<PAGE>

                             TAX MAP
<PAGE>

LAND COMPARABLE NO. 3:

LOCATION:                Southeast Quadrant of U.S. Highway 19
                         and Gulf-to-Bay Boulevard, east of
                         Seville condominium development on Old
                         Tampa Bay, City of Clearwater

TAX I.D. NUMBER:         17-29-16-00000-340-0200 and others

SALE DATE:               November 8 & 9, 1993

GRANTOR:                 AEL Partnership & Simkin Industries,
                         Inc.

GRANTEE:                 ZOM Bayside Arbors, Limited

O.R. BOOK/PAGE:          8469/2003 and 8469/1995

SALES PRICE:             $2,880,000 ($1,800,000 and $1,080,000)

SIZE:                    40.00 Acres (MOL) Usable

NO. OF UNITS:            360 Units

DENSITY:                 9.00 Units

PRICE PER SQUARE FOOT:   $1.65

PRICE PER ACRE:          $72,000

PRICE PER UNIT:          $8,000

LOCATION:                Good

UTILITIES:               Available

SHAPE:                   Irregular

TOPOGRAPHY:              Basically Level

ZONING:                  RM-12 City of Clearwater

LAND USE:                RM (11.5 u.p.a.)

FINANCING:               Cash to Seller

VERIFICATION:            Eric L. Carlton, Esquire and Ellen with
                         ZOM Properties, 11/94, WWA 

COMMENTS:

The assembled site has a large amount of water frontage, but has
limited visibility and an easement for ingress and egress.  The
site was developed at a lower density in order to hedge against
anticipated opposition from the Seville Owners Association. The
transactions were reported to be arm's-length and at market
prices. 

<PAGE>

                             TAX MAP
<PAGE>

                      COMPARABLE LAND SALES
<PAGE>

<TABLE>
                             LAND COMPARABLE COMPARISON CHART
<CAPTION>
                                               COMPARABLE      COMPARABLE     COMPARABLE
                                                    1               2              3
<S>                             <C>            <C>            <C>          <C>
SALES PRICE (S.P.)                              $2,200,000     $2,190,000      $2,880,000
LOCATION                        S07-T29-R16    S12-T28-R19    S28-T27-R18  S17&20-T29-R16

NUMBER OF ACRES                       17.22          22.00          27.33           40.00
NUMBER OF UNITS                         222            352            432             360
DENSITY                               12.89          16.00          15.81            9.00

PRICE/ACRE                                        $100,000        $80,132         $72,000
PRICE/UNIT                                          $6,250         $5,069          $8,000

DATE OF APPRAISAL/SALE            15-Apr-96      27-Feb-95      22-Dec-94       09-Nov-93

ADJUSTMENTS                   
FINANCING/CONDITIONS OF SALE                            0%             0%              0%
FIN/CON ADJ SALES PRICE                         $2,200,000     $2,190,000      $2,880,000

MARKET CONDITIONS                                                                        

NUMBER OF MONTHS SINCE SALE                             14             16              30
% ADJUSTMENT                          0.00%          0.00%          0.00%           0.00%
TIME ADJUSTED SALES PRICE                       $2,190,000     $2,190,000      $2,880,000

PROPERTY CHARACTERISTICS      
LOCATION                            Average        Average        Average            Good
UTILITIES                         Available      Available      Available       Available
SHAPE                             Irregular      Irregular      Irregular       Irregular
SIZE                                  17.22          22.00          27.33           40.00
ZONING                               RPD-14            AMF           PD-H           RM-12

ADJUSTMENTS
PRICE/SQ.FT.                                         $2.30          $1.84           $1.65
LOCATION                                                0%             0%            -10%
UTILITIES                                               0%             0%              0%
SIZE/SHAPE                                              0%             0%             10%
TOPOGRAPHY                                              0%             0%              0%
ZONING                                                 -4%            -4%              9%

ADJUSTED PRICE/SQ.FT.                                $2.20          $1,77           $1.78
ADJUSTED PRICE/ACRE                                $96,000        $76,926         $77,695

ADJUSTMENTS
PRICE/UNIT                                          $6,250         $5,069          $8,000
LOCATION                                                0%             0%            -10%
UTILITIES                                               0%             0%              0%
SIZE/SHAPE                                              0%             0%             10%
TOPOGRAPHY                                              0%             0%              0%
ZONING                                                  6%             6%            -13%

ADJUSTED PRICE/UNIT                                 $6,625         $5,374          $6,890
</TABLE>

<PAGE>

EXPLANATION OF ADJUSTMENTS

Where appropriate, adjustments have been made to the comparables
to account for material differences from the subject.  The
adjustment categories include:  financing/conditions of sale,
market conditions (time), location, utilities, topography, and
size/shape.  The following is an explanation of the various
adjustments.


FINANCING/CONDITIONS OF SALE

All sales were confirmed with either the grantee, grantor, an
informed party, or through public records.  There was no
disclosed under market financing or sale conditions which were
believed to have influenced the sale prices.  Adjustments did not
appear warranted for any of the comparables.


MARKET CONDITIONS (TIME)

Due to dense development in Pinellas County, land comparables 1
and 2 are newer sales located in Hillsborough County and land
comparable 3 is an older sale located in Pinellas County.  A
review of the comparables would appear to indicate that no
adjustment for time is warranted.


LOCATION/ACCESS

Factors which were included in this adjustment category are the
general location of the comparables when compared to the subject.
Typically, properties with good visibility and good ingress and
egress in exclusive areas sell at a higher price per unit.  View
amenities such as golf courses and bodies of water will also
generally cause properties to sell at a higher price per unit. 
All of the sales used were located in areas suitable for multiple
family development.

The subject property is located in a residential/commercial
transition area on the south side of NE Coachman Road just west
of U.S. Highway 19.  The site has adequate visibility and ingress
and egress.  The site has no significant view amenity and the
overall location is considered average.

Due to the large amount of frontage on Old Tampa Bay, the
location of land comparable 3 was considered superior to the
subject and the other two comparables.  In review of the
comparables, a downward adjustment of 10% appears warranted for
land comparable 3.  The remaining two land comparables have
overall location characteristics that are reasonably similar to
the subject and no adjustments for these sales appeared
necessary.


UTILITIES

This category is based on whether utilities were available to the
site at the time of sale.  Like the subject, all three of the
land comparables have all public utilities available.  No
adjustments to the comparables are warranted.


SIZE/SHAPE

Size/shape adjustments were made on the basis of the comparables
size/shape in relation to the subject.  Typically, larger parcels
or irregular shaped parcels tend to sell at a lower price per
unit. Furthermore, smaller parcels are more affordable to a
larger number of buyers indicating more demand and higher prices
for smaller parcels.  However, when larger parcels are scarce,
making assemblage necessary, larger parcels sell at a higher
price per unit.  This is because of the time and effort necessary
to assemble them.  Larger parcels can also be more economically
feasible to develop because the fixed development costs can be
absorbed by a larger number of units.

In review of the comparables, there appeared to be a slight
premium paid for smaller parcels and a slight discount for larger
parcels. The shapes of the comparables had no adverse influence
on the number of residential units that could be placed on the
sites. Based on a review of the comparables, an upward adjustment
of 10% appeared warranted for land comparables 3.


TOPOGRAPHY

This adjustment category is based on whether the comparable's
topography was irregular and/or whether it needed to be cleared
before construction could begin on the site.  All of the
comparables required typical site preparation and development
costs and no adjustments were necessary.


ZONING

The subject is zoned RM-14 with a MD land use which allows
development of the subject site, as if vacant, at an effective
density of 12.89 units per net acre.  Land comparables 1 and 2
have zoning and land uses which resulted in higher developable
densities and land comparable 3 has a zoning and land use which
resulted in a lower developable density.  Typically, the
developable density of multiple family land will have a direct
relationship with the price per square foot or price per acre and
an inverse relationship with the price per unit.  A review of the
comparables confirms the relationship with the price per square
foot, price per acre and price per unit.  The comparables appear
to indicate that a 1% change in density will cause about a 0.30%
inverse change in the indicated unit values and about a 0.10%
direct change in both the indicated square foot or acre values. 
Adjustments were made accordingly to each of the comparable land
sales.


CORRELATION AND CONCLUSION

The three foregoing comparables have sale prices which were
compared on the basis of square foot, acre and unit selling
prices. All of the comparables were adjusted for differences as
compared with the subject and have adjusted price per square foot
values between $1.77 and $2.20.  Similarly, the comparables have
adjusted price per acre values between $76,926 and $96,000.  The
adjusted price per unit indicated by the three sales is from
$5,374 to $6,890.  All three units of comparison are considered
applicable in valuing the subject site.

Land comparables 1 and 2 are the newest two sales, but are
located in Hillsborough County.  Both comparables are similar to
the subject in size and were purchased for slightly higher
density apartment development.  Land comparable 1 is located in a
more remote area, but is located across the street from the
Hidden River Business Park.  The Hidden River Business Park is
the location of several Fortune 500 companies a provides a good
employment base. Land comparable 2, like the subject, is located
just off of a major commercial thoroughfare.

Land comparable 3 is located within 2 miles southeast of the
subject property.  The site has a large amount of frontage on Old
Tampa Bay and was purchased for the development with a 360 unit
moderate to upper income apartment complex.  The size of the
parcel was much larger than the subject, but the developable
density is much lower.

Land comparable 2, although located in Hillsborough County, has a
location that was the most similar to the subject and was given
slightly greater weight over land comparables 1 and 3.  Based on
the cited comparables, the value of the subject site is estimated
at $1.90 a square foot, $80,000 an acre, and $6,000 a unit.  The
value of the subject site is estimated using the following
calculations.

     750,310 Sq.Ft. X  $1.80/Sq.Ft.     =      $1,350,558
     17.22 Acres    X  $80,000/Acre     =      $1,377,600
     222 Units      X  $6,000/Unit      =      $1,332,000

     ESTIMATED VALUE OF THE SUBJECT SITE, AS IF VACANT

                ($1,350,000)
<PAGE>

REPLACEMENT COST OF IMPROVEMENTS

The subject improvements were evaluated in terms of type of
construction, design, and building materials to develop an
estimate of replacement cost.  The cost estimates are inclusive
of indirect costs such as architect's fees and contractor's
overhead and profit but not developer's profit.  The estimates of
the replacement cost new for the subject improvements were based
on current market standards determined from discussions with
various developers, contractors and architects, as well as
information obtained from the Marshall Valuation Service.  Local
building costs and costs indicated in the Marshall Valuation
Service are mutually supportive.  It is our opinion that cost
figures for the subject complex would fall within the average
cost range for class "D" multiple family residences.

          Base Cost                $38.50
          Area Multiplier            0.948
          Current Cost Multiplier    1.00
          Local Multiplier           0.95

               Total               $34.67
               Rounded             $35.00
                                   ======


Based on this analysis, the indicated replacement cost for the
apartment buildings is estimated at approximately $35.00 a square
foot.

Further replacement costs associated with the buildings are the
cost of the leasing office estimated at $40.00 a square foot and
the cost of the laundry and maintenance room estimated at $30.00
a square foot.  The replacement cost of the entry porches and
stairs are estimated at $470,000 and the replacement cost of the
appliances, fixtures, and equipment are estimated at $360,000.
These figures are also based on Marshall Valuation Service.

The contributory value of the site improvements, which include
the swimming pool, lighting, signs, landscaping, etc. is
estimated at $650,000.


IMPACT FEES

Because of the impact of new development on the infrastructure of
cities and counties, fees are now typically being assessed
against new development.  These fees are for increased traffic,
increased use of sewers and water, radon detection, fire fighting
requirements and the like.  These are known as impact fees and
can add substantially to the cost of new development.  The impact
fee estimates used in this report were based on the fee schedule
for the City of Clearwater and are estimated at $720,000.


DEVELOPER (ENTREPRENEURIAL) OVERHEAD AND PROFIT

The above costs include contractors, but not developer overhead
and profit.  Developer profit is the reward the developer
receives for taking the risk of developing the property. 
Developer profit can be abstracted from the market by estimating
the replacement cost of a newly constructed building which has
recently sold.  The difference between the sales price and the
replacement cost of the property is the developer profit.  Sales
of properties in the Tampa Bay Area were analyzed.  They
indicated developer overhead and profit between 10% to 15% with
the more risky projects being in the higher figure.  Based on
this analysis a developer overhead and profit of 10% seems
reasonable for the subject.


ACCRUED DEPRECIATION

The next step in the cost approach is to estimate the accrued
depreciation for the subject.  "Depreciation is a loss in
property value from any cause.  It may also be defined as the
difference between the reproduction cost or replacement cost of
the improvement and its market value." The three major
components of accrued depreciation are physical deterioration,
functional obsolescence, and external obsolescence.

Physical deterioration can be either curable or incurable. 
Curable physical deterioration applies to items of deferred
maintenance, which are in need of repair on the effective date of
the appraisal.  Whenever the contribution to market value is
equal to or greater than the cost of replacement, the item is
classified as curable deterioration.  Incurable physical
deterioration applies to structural items which naturally
deteriorate and are not practical or economically feasible to
correct.

Functional obsolescence is an element of accrued depreciation
which results from a defect, deficiency, or a superadequacy in
the structure(s), materials, or design.  External obsolescence
results from a negative influence beyond or outside the
boundaries of the site, which results in a loss in value and is
nearly always incurable.


Deferred Maintenance

Deferred maintenance items are caused by physical deterioration
and should be corrected immediately.  At the time of inspection
there was minor wood rot observed, however there were no
substantial items of maintenance which were in need of immediate
attention.


Physical Depreciation

The physical depreciation estimate is based on the age and the
overall life expectancy of the improvements.  Based on a market
investigation of other structures in the neighborhood the
effective age of the structure is estimated to be equal with
actual at 12 years.  The Marshall Valuation Service, a national
cost estimate company, indicates properties such as the subject
have a total physical life of about 50 years.  Based on an
observation of other structures in the neighborhood, a physical
life estimate of 50 years would appear reasonable and will be
used when estimating depreciation.  Subtracting the estimated
effective age from the estimated total physical life, indicates
an estimated remaining life of about 38 years.

The physical depreciation has been estimated by the age/life
method, in which the percentage of depreciation is a function of
the age of the improvements compared to the typical life for a
property of the subject design and quality.  The formula for
estimating depreciation by the age/life method is as follows.

Replacement -  Def. Maint. & X          Age        = Depreciation
Cost             Short-Lived       Physical Life
                    Items

$9,554,578  -  $1,213,060    X         12/50       =   $2,001,964

The physical depreciation for the short-lived items is estimated
as follows.


Roofs             $203,914     X    12/20       =       $122,348
Appliances        $360,000     X     7/15       =       $168,000
HVAC              $405,716     X     7/15       =       $189,334
Flooring          $243,430     X      2/5       =       $ 97,372
                                                        --------
                $1,213,060                              $577,054

Functional Obsolescence

This type of depreciation generally results from defects in
design. It can also be caused by changes that occur over time and
have made some aspect of a structure, material, or design
obsolete by current standards.

The Town Place apartments is an average quality complex and in
comparison to competing rental properties, the subject is in
average condition.  The unit mix, apartment sizes, and layout are
well suited to the rental market.  The complex is architecturally
appealing and offers an average amenity package.  The existing
improvements are reasonably consistent with the highest and best
use of the site as though vacant and sustain no market recognized
loss in value attributed to functional deficiencies.


External Obsolescence

This type of depreciation is the result of diminished utility of
a structure due to negative influences from outside the site. 
This type of depreciation is almost always incurable.  An example
of external obsolescence would be a garbage dump being located
adjacent or within close proximity to the subject.  Another
example would be the local or general economy.  As the local or
national economy weakens there could be a temporary reduction in
rents, thus reducing the market value of properties.

The proposed improvements are considered to be an appropriate
improvement to the site and are reasonably consistent with
highest and best use as though vacant.  No evidence of external
obsolescence was observed.


SUMMARY

Based on our analysis of the subject property and the summary of
the cost approach included on the following page, the indicated
value of the subject by the cost approach is:

     ESTIMATE OF VALUE BY THE COST APPROACH:      $9,000,000


<PAGE>

                  SUMMARY OF THE COST APPROACH

Buildings

Apartment Bldgs.         202,004 Sq.Ft. X $35.00 /SF = $7,070,140
Leasing Office          854 Sq.Ft. X $40.00 /SF =         $34,160
Laundry & Maintenance           1,056 Sq.Ft. X $30.00 /SF =$31,680
Entry Porches and Stairs                                 $470,000
Appliances, Fixtures and Equipment                       $360,000
                                                       ----------


                       Total Buildings                 $7,965,980

Impact and Other Fees                                    $720,000

Total Improvements                                     $8,685,980

Developer Overhead and Profit                10.00%      $868,598
                                                       __________

Replacement Cost New of Improvements                   $9,554,578

Less Depreciation

     Physical Deterioration

          Structure                     24.00%         $2,001,964
          Roof                          60.00%           $122,348
          Appliances                    46.67%           $168,000
          HVAC                          46.67%           $189,334
          Flooring                      40.00%            $97,372

     Functional Obsolescence                                   $0

     Economic Obsolescence                                     $0

                                                      -----------

                Total Depreciation           26.99%    $2,579,018

                                                      -----------

Depreciated Cost of Improvements                       $6,975,560

Estimated Land Value                                   $1,350,000

Contributory Value of Site Improvements                $  650,000
                                                      -----------
ESTIMATE OF VALUE BY THE COST APPROACH (Rounded)       $9,000,000
                                                      ===========
<PAGE>

                  THE SALES COMPARISON APPROACH

The sales comparison approach involves a detailed comparison of
the subject property with similar properties which have recently
sold in the same or competitive market.  This approach is based
primarily on the principle of substitution.  This principle
states, when several commodities or services with substantially
the same utility are available, the lower price attracts the
greatest demand and widest distribution.  In other words, a
prudent investor/purchaser would not pay more to acquire a given
property in the market, considering that an alternative property
may be purchased for less.  The five basic steps in this analysis
are listed below:

1.   Research the market to identify similar properties for which
     pertinent sales listings offerings and/or rental data is
     available.

2.   Qualify the data as to terms, motivating forces, or bona
     fide nature.

3.   Analyze the salient characteristics of the comparable
     properties in relation to the property being appraised,
     particularly those items relating to date of sale, location,
     physical characteristics, and condition of sale.

4.   Consider all dissimilarities and the probable effect on the
     price of each sale and derive individual market value
     indications for the property being appraised.

5.   Formulate an opinion of market value from the pattern
     developed from the foregoing analysis.

A market investigation was conducted in the subject's area to
find sales of properties comparable to the subject.  The most
pertinent transactions have been presented on the following
pages, along with an identifying photograph and summary of
important facts.
<PAGE>

IMPROVED COMPARABLE NO. 1:

















                                                                  





                         Lincoln Shores
                     11601 4th Street North

PARCEL NUMBER:           18-30-17-05480-001-0012
                         18-30-17-05480-001-0010
                         18-30-17-05480-001-0011

DATE:                    August 1, 1995

GRANTOR:                 Bay View Associates, LTD

GRANTEE:                 AETNA Life Insurance Company

O.R. BOOK & PAGE:             9071/1421 & 9071/1431

SALE PRICE:              $17,000,000

FINANCING:               Cash

DESIGN:                  Garden

CONSTRUCTION:            Frame, Average Cost

CONDITION:               Below Average for Age


<PAGE>

UNIT MIX:       No.                                     Total
               Units       Rms/Bd/Ba    Sq. Ft.        Sq. Ft.

               144            3/1/1       540     =      77,760
               160            3/1/1       617     =      98,720
               144            3/1/1       696     =     100,224
               176            4/2/2       923     =     162,448
                 7            4/2/2 Loft  920     =       6,440
               ---       ---------------  ---           -------
               631         2,076 Rooms    706 SF        445,592

YEAR BUILT:                   1983-84

RENTABLE BUILDING AREA:       445,592 Square Feet

AVERAGE UNIT SIZE:            706 Square Feet

AMENITIES:                    Lake, Three Swimming Pools, Lighted
                              Tennis and Racquetball Courts, and
                              Clubhouse with Fitness Center

PROJECT SIZE:                 631 Units/52.58 Acres/12.00 u.p.a.

EFFECTIVE GROSS INCOME:       Not Available

EXPENSES:                     Not Available

NET OPERATING INCOME:         Not Available

VERIFICATION:                 Confidential, 4/96, WWA

UNIT VALUES:

     $ Per Unit               $26,941

     $ Per Room               $8,189

     $ Per Square Foot        $38.15

     E.G.I.M.                 Not Available

     O.A.R.                   Not Available


COMMENTS:

Details of this sale were limited because of a nondisclosure
agreement between the buyer and the seller.  It was reported,
however, that because the property was in need of capital
improvements it was purchased at a capitalization rate well above
9%.  This apartment complex is located on a well traveled
thoroughfare and was apparently at stabilized occupancy at the
time of contract.

<PAGE>

IMPROVED COMPARABLE NO. 2:





















                      Country Place Village
               2690 and 2775 Enterprise Road East

PARCEL NUMBER:           32-28-16-00000-210-0300
                         32-28-16-61629-000-0010

DATE:                    July 20, 1995

GRANTOR:                 County Place Village I Joint Venture &
                         County Place Village II Joint Venture

GRANTEE:                 Security Capital Atlantic Incorporated

O.R. BOOK & PAGE:        9055/0715 & 9055/0719

SALE PRICE:              $7,555,000 ($7,932,750 Adjusted)

FINANCING:               Cash

DESIGN:                  Garden

CONSTRUCTION:            Masonry, Average-Good Cost

CONDITION:               Average+ for Age

<PAGE>

UNIT MIX:       No.                                     Total
               Units     Rms/Bd/Ba      Sq. Ft.        Sq. Ft.

                32       3/1/1            796     =    25,472
                28       3/1/1            835     =    23,380
                24       4/2/1            979     =    23,496
                28       4/2/2          1,109     =    31,052
                38       4/2/2TH        1,134     =    43,092
                18       4/2/2TH        1,212     =    21,816
                16       4/2/2TH        1,234     =    19,744
                 4       5/3/2TH        1,494     =     5,976
               ---       ---------      -----          -------   
               188       696 Rooms      1,032 SF       194,028

YEAR BUILT:              1984-85

RENTABLE BUILDING AREA:  194,028 Square Feet

AVERAGE UNIT SIZE:       1,032 Square Feet

AMENITIES:               Two Swimming Pools, Lighted Tennis
                         Courts, and Clubhouse

PROJECT SIZE:            188 Units/22.22 Acres/8.46 u.p.a.

EFFECTIVE GROSS INCOME:  Not Available

EXPENSES:                Not Available

NET OPERATING INCOME:    Not Available

VERIFICATION:            Confidential, 4/96, WWA

UNIT VALUES:

     $ Per Unit          $42,195 Adjusted

     $ Per Room          $11,398 Adjusted

     $ Per Square Foot   $40.88 Adjusted

     E.G.I.M.            Not Available

     O.A.R.              Not Available

COMMENTS:

Details of this sale were limited because of nondisclosure by the
buyer and the lack of a knowledgeable contact for the seller.  It
was reported, however, that the property required an adjustment
because it was part of a portfolio sale.  This apartment complex
is located on a moderately traveled thoroughfare near a regional
mall and was apparently at stabilized occupancy at the time of
contract.
<PAGE>

IMPROVED COMPARABLE NO. 3:





















                      Chesapeake Apartments
                      2307 Cumberland Road

PARCEL NUMBER:           30-28-16-00000-210-0300

DATE:                    March 1, 1995

GRANTOR:                 Gregory A. Rand, Trustee

GRANTEE:                 Phoenix Home Life Mutual Insurance
                         Company

O.R. BOOK & PAGE:        8928/1562

SALE PRICE:              $11,800,000

FINANCING:               Cash

DESIGN:                  Garden

CONSTRUCTION:            Frame, Average Cost

CONDITION:               Average for Age

<PAGE>

UNIT MIX:       No.                                     Total
               Units     Rms/Bd/Ba      Sq. Ft.        Sq. Ft.

                96       3/1/1          600-642   =    59,616
                80       3/1/1          662-680   =    53,680
                64       3/1/1              718   =    45,952
                88       4/2/2          911-926   =    80,828
                26       4/2/2              980   =    25,480
               ---       -----------    -------        ------
               354       1,176 Rooms        750 SF    265,556

YEAR BUILT:              1985

RENTABLE BUILDING AREA:  265,556 Square Feet

AVERAGE UNIT SIZE:       750 Square Feet

AMENITIES:               Lakes, Swimming Pool, Tennis and
                         Racquetball Courts, and Clubhouse

PROJECT SIZE:            354 Units/27.50 Acres/12.87 u.p.a.

EFFECTIVE GROSS INCOME:  $2,200,000

EXPENSES:                $1,100,000 (50% EGI or $3,107/Unit)

NET OPERATING INCOME:    $1,100,000 (Exclusive of Reserves)

VERIFICATION:            John D. Selby, CCIM - Agent, 4/15/96,
                         WWA

UNIT VALUES:

     $ Per Unit          $33,333

     $ Per Room          $10,034

     $ Per Square Foot   $44.44

     E.G.I.M.            5.36

     O.A.R.              9.32%

COMMENTS:

This apartment complex is located on a moderately traveled
thoroughfare within close proximity to a regional mall. 
Occupancy at the time of sale was at about 96%.  Effective gross
income was reported at $2,013,084 and net operating income was
reported at $1,013,952.  The above figures are based on 1995
projections by the buyer.  Negotiations of $350,000 for wood
siding repairs and an additional $350,000 for interest rate
increases caused the purchase price to be $700,000 lower than the
original contract price.
<PAGE>

IMPROVED COMPARABLE NO. 4:





















                          Cameron Lakes
                     2550 Stag Run Boulevard

PARCEL NUMBER:           06-29-16-00000-440-0100

DATE:                    January 27, 1995

GRANTOR:                 MAC International

GRANTEE:                 Security Capital Atlantic, Inc.

O.R. BOOK & PAGE:        8905/0419

SALE PRICE:              $7,500,000

FINANCING:               Cash

DESIGN:                  Garden

CONSTRUCTION:            Frame/Masonry, Average Cost

CONDITION:               Average for Age

<PAGE>

UNIT MIX:       No.                                     Total
               Units     Rms/Bd/Ba      Sq. Ft.        Sq. Ft.

                56       3/1/1            791     =     44,296
                28       3/1/1            876     =     24,528
                56       4/2/2          1,021     =     57,176
                28       4/2/2          1,106     =     30,968
                10       4/2/2          1,268     =     12,680
                 5       4/2/2          1,340     =      6,700
                 4       4/2/1.5        1,090     =      4,360
                 8       4/2/2          1,250     =     10,000
                 8       4/2/2          1,269     =     10,152
                 4       5/3/2          1,588     =      6,352
               ---       ---------      -----          -------
               207       748 Rooms      1,001 SF       207,212

YEAR BUILT:              1986

RENTABLE BUILDING AREA:  207,212 Square Feet

AVERAGE UNIT SIZE:       1,001 Square Feet

AMENITIES:               Lake, Swimming Pool, Racquetball Court,
                         and Clubhouse

PROJECT SIZE:            207 Units/18.22 Acres/11.36 u.p.a.

EFFECTIVE GROSS INCOME:  Not Available

EXPENSES:                Not Available

NET OPERATING INCOME:    Not Available

VERIFICATION:            Confidential, 4/96, WWA

UNIT VALUES:

     $ Per Unit          $36,232

     $ Per Room          $10,027

     $ Per Square Foot   $36.19

     E.G.I.M.            Not Available

     O.A.R.              Not Available

COMMENTS:

Details of this sale were limited because of nondisclosure by the
buyer and the lack of a knowledgeable contact for the seller.  It
was reported, however, that the purchaser planned on major
renovations at the time of sale.

<PAGE>

                    COMPARABLE BUILDING SALES
<PAGE>

<TABLE>
                                          IMPROVED COMPARABLE COMPARISON CHART
<CAPTION>
                                 SUBJECT          COMPARABLE         COMPARABLE          COMPARABLE          COMPARABLE
                                                           1                  2                   3                   4
<S>                          <C>          <C>                 <C>                <C>                 <C>
SALE PRICE                                       $17,000,000         $7,555,000         $11,800,000          $7,500,000
PROPERTY RIGHTS CONVEYED      Fee Simple          Fee Simple         Fee Simple          Fee Simple          Fee Simple
ADJUSTMENT                                                 0                  0                   0                   0
ADJUSTED SALE PRICE                              $17,000,000         $7,555,000         $11,800,000          $7,500,000
                                                                                                                       
FINANCING                                               Cash               Cash                Cash                Cash
ADJUSTMENT                                                 0                  0                   0                   0
ADJUSTED SALE PRICE                              $17,000,000         $7,555,000         $11,800,000          $7,500,000
                                                                                                                       
CONDITIONS OF SALE                                    Normal     Portfolio Sale              Normal              Normal
ADJUSTMENT                                                 0                 5%                   0                   0
ADJUSTED SALE PRICE                              $17,000,000         $7,932,750         $11,800,000          $7,500,000
                                                                                                                       
DATE OF APPRAISAL/SALE         15-Apr-96           01-Aug-95          20-Jul-95           01-Mar-95           27-Jan-95
NUMBER OF MONTHS SINCE SALE                                9                  9                  14                  15
ADJUSTMENT  0.00%                                      0.00%              0.00%               0.00%               0.00%
                                                           0                  0                   0                   0

ADJUSTED SALE PRICE                              $17,000,000         $7,932,750         $11,800,000          $7,500,000

PRICE PER UNIT                                       $26,941            $42,195             $33,333             $36,232

PRICE PER ROOM                                        $8,189            $11,398             $10,034             $10,027
 
PRICE PER SQUARE FOOT                                 $38.15             $40.88              $44.44              $36.19

PHYSICAL CHARACTERISTICS                                                                                               
LOCATION                     S07-T29-R16         S18-T30-R17        S32-T28-R16         S30-T28-R16         S06-T29-R16
CONSTRUCTION                       Frame               Frame            Masonry               Frame       Frame/Masonry
CONDITION               Average+ for Age   Below Avg for Age   Average+ for Age     Average for Age     Average for Age
YEAR BUILT                          1984             1983-84            1984-85                1985                1986
AMENITIES/EQUIPMENT              Average             Average            Average             Average             Average
NUMBER OF UNITS                      240                 631                188                 354                 207
NUMBER OF ROOMS                      848               2,076                696               1,176                 748
RENTABLE BUILDING AREA           202,004             445,592            194,028             265,556             207,212
NUMBER OF ACRES                    17.22               52.58              22.22               27.50               18.22
DENSITY                            13.94               12.00               8.46               12.87               11.36
AVERAGE UNIT SIZE                    842                 706              1,032                 750               1,001
AVERAGE ROOM SIZE                    238                 215                279                 226                 277

FINANCIAL CHARACTERISTICS                                                                                              
EFFECTIVE GROSS INCOME        $1,579,761       Not Available      Not Available          $2,200,000       Not Available
E.G.I.M.                                       Not Available      Not Available                5.36       Not Available
EXPENSE RATIO                     45.02%       Not Available      Not Available               50.00       Not Available
NET OPERATING INCOME            $868,499       Not Available      Not Available          $1,100,000       Not Available
OVERALL RATE                                   Not Available      Not Available               9.32%       Not Available

PRICE PER UNIT ADJUSTMENTS                           $26,941            $42,195             $33,333             $36,232
AVERAGE UNIT SIZE                                        10%                -9%                  6%                 -8%
LOCATION                                                  0%                 0%                  0%                  0%
AGE                                                       0%                 0%                  0%                  0%
QUALITY                                                   0%                -5%                  0%                  0%
CONDITION                                                15%                 0%                  5%                 10%
ADJUSTMENT (Cumulative)                                  27%               -14%                 11%                  1%
                                                      $7,139           ($5,717)              $3,767                $435
 
ADJUSTED PRICE PER UNIT                              $34,080            $36,478             $37,100             $36,667

PRICE PER ROOM ADJUSTMENTS                            $8,189            $11,398             $10,034             $10,027
AVERAGE ROOM SIZE                                         5%                -7%                  3%                 -7%
LOCATION                                                  0%                 0%                  0%                  0%
AGE                                                       0%                 0%                  0%                  0%
QUALITY                                                   0%                -5%                  0%                  0%
CONDITION                                                15%                 0%                  5%                 10%
ADJUSTMENT (Cumulative)                                  21%               -12%                  8%                  2%
                                                       1,699           ($1,328)                $818                $231

ADJUSTED PRICE PER ROOM                               $9,888            $10,070             $10,852             $10,258

PRICE PER SQUARE FOOT ADJUSTMENTS                     $38.15             $40.88              $44.44              $36.19
AVERAGE UNIT SIZE                                       -10%                 9%                 -6%                  8%
LOCATION                                                  0%                 0%                  0%                  0%
AGE                                                       0%                 0%                  0%                  0%
QUALITY                                                   0%                -5%                  0%                  0%
CONDITION                                                15%                 0%                  5%                 10%
ADJUSTMENT (cumulative)                                   3%                 4%                 -1%                 19%
                                                        1.34              $1.45             ($0.58)               $6.80
ADJUSTED PRICE SQUARE FOOT                            $39.49             $42.33              $43.86              $42.99

</TABLE>

<PAGE>

The four foregoing improved sales were considered to be the most
reliable indicators of market value for the subject.  Prior to
adjustments, the sales indicated values from $26,941 to $40,186 a
unit.  Based on the number of rooms, the sales indicate values
from $8,189 to $10,885 and based on the number of square feet,
the sales indicate values from $36.19 to $44.44.


EXPLANATION OF ADJUSTMENTS

Where appropriate, adjustments have been made to the comparables
to account for material differences from the subject.  The
adjustment categories include:  financing/conditions of sale,
market conditions (time), average unit size, location, age,
quality, and condition.  The following is an explanation of the
various adjustments.


FINANCING/CONDITIONS OF SALE

All sales were verified with either the grantee, grantor, an
informed party or the public records.  With the exception of
improved comparable 2, there was no special financing or any
special considerations which may have influenced the comparable's
selling prices.  It was reported that improved comparable 2 was
part of a portfolio sale and required an adjustment to reflect
that condition.  Based on a review of the comparable sales, an
upward adjustment of 5% was made to improved comparable 2.


MARKET CONDITIONS (TIME)

Market conditions refer to the appreciation or depreciation of a
property over a period of time.  The rental rates and expenses
for apartment complexes have shown moderate annual increases.  In
review of the three improved comparables, it would appear that
property values have remained relatively stable.  Therefore,
based on the above analysis, no market conditions adjustment will
be applied to the comparables.


AVERAGE UNIT SIZE

Typically the average unit size of the apartment complex has a
direct relationship with the price per unit, little or no
relationship with the price per room, and an inverse relationship
with the price per square foot.  A review of the comparables
indicates support for this relationship.  The comparables appear
to indicate that a 1% change in the average unit size will cause
about a 0.50% direct change in the indicated price per unit and a
0.50% inverse change in the indicated price per square foot
values.  Adjustments were made accordingly for each of the
improved comparables.

The average room sizes of improved comparables 1 and 3 are
slightly smaller than the subject and the average room sizes for
improved comparables 2 and 4 are slightly larger.  A review of
the comparables indicates a direct relationship between the
average room size and the price per room.  The comparables appear
to indicate that a 1% change in the average room size will cause
about a 0.50% direct change in the indicated price per room. 
Adjustments were made accordingly for each of the improved
comparables.


LOCATION

Factors which were included in this adjustment category are the
general location of the comparables when compared to the subject.
Typically, properties on major roads or in exclusive areas sell
at a higher price per unit.

The subject property is located in a mixed residential and
commercial area on NE Coachman Road and provides adequate traffic
ingress and egress and visibility.  The overall location is
considered average.

All four of the improved comparables are located in areas that
are similar to the subject, and all have locations that are
suitable for apartment development.  A review of the comparables
would appear to indicate that no adjustments for location are
warranted.


AGE

This adjustment category is based on the effective age of the
comparables in relation to the subject.  Properties with lower
effective ages typically sell at a higher price per unit.  The
effective age of the comparables was determined based on a review
of the actual physical ages and by an exterior inspection of the
properties.  All four of the improved comparables are 1980
vintage apartment complexes, like the subject, and no adjustments
were necessary.


QUALITY/CONDITION

This adjustment category is based on the quality and condition of
the comparables in relation to the subject.  Typically, the
quality and condition of a property has a direct relationship
with the sale price.  The quality and condition of the
comparables were determined by an exterior inspection of the
properties and by conversations with the grantee, grantor or
informed parties.

Improved comparables 1, 3, and 4 are all reasonably similar to
the subject in construction quality and improved comparable 2 is
superior.  Based on a review of the comparables a downward
adjustment of 5% would appear reasonable for improved comparable
2.

Physical inspections of the properties and conversations with
informed parties lead us to believe that the overall condition of
improved comparable 2 was reasonably similar to the subject and
that the overall conditions of improved comparables 1, 3, and 4
are inferior.  Based on review of the three comparables, improved
comparable 1 was adjusted upward by 15%, improved comparable 3
was adjusted upward by 5%, and improved comparable 4 was adjusted
upward by 10%.


CORRELATION AND CONCLUSION

Comparable 1 was a sale of Lincoln Shores, a 631 unit complex
located about a 9 miles southeast of the subject.  The apartment
complex was constructed in 1983-84 and was in below average
condition for its age.  The complex has a smaller average unit
size than the subject due to the larger number of one bedroom
units (71%).

Comparable 2 was a sale of Country Place Village, located
slightly over 2 miles northeast of the subject.  Country Place
Village is a 188 unit complex that was constructed in 1984-85 and
is superior in construction quality.  The complex has a similar
unit mix, but has a larger average unit size.

Comparable 3 is the sale of a 354 unit apartment complex, known
as Chesapeake Apartments.  The complex was constructed in 1985,
is similar in construction quality, and is located about 3 miles
northwest of the subject.  Like Lincoln Shores, this complex has
a smaller average unit size than the subject due to the larger
number of one bedroom units (68%).

Comparable 4 was a sale of Cameron Lakes (formerly Calibre
Ridge), located about a block north of the subject.  The
apartment complex has 207 units, was constructed in 1986, and was
in below average condition for its age.  The complex has a
similar unit mix, but has a larger average unit size.

After adjustments the indicated price per unit was from $34,080
to $37,100, the indicated price per room was from $9,888 to
$10,852, and the indicated price per square foot was from $39.49
to $43.86.  In review of the four comparables, improved
comparables 2 through 4 were the most similar in size and
location to the subject and were therefore greatest weight in the
final analysis.

Based on the cited data and analysis, the estimated value per
unit, per room and per square foot are shown as follows:

          240 Units      X    $37,000/Unit   =    $8,880,000

          848 Rooms      X    $10,500/Room   =    $8,904,000

          202,004 Sq.Ft. X    $43.00/Sq.Ft.  =    $8,686,172

The estimated values by the three approaches used, strongly
support one another are within a range, from low to high, of less
than 3%.  Most buyers and seller place more emphases on the price
per unit, thus the estimated value by the price per unit method
was given slightly greater weight.

Indicated Value by the Sales Comparison Approach  $8,900,000

<PAGE>

               THE INCOME CAPITALIZATION APPROACH

The income capitalization approach relates to an investor's
thinking and motivation, as to the future benefits of ownership. 
This is the basic tool for the valuation of income producing real
estate.  It is based on the principle of substitution, which is
reflected in the definition of value as the present worth of all
the rights to future benefits accruing to ownership.  The income
producing property is typically purchased for investment purposes
and the projected net income stream is the critical factor
affecting this market value.

The income capitalization approach is practical only when the
income stream can be estimated.  This income estimate may be
developed and supported by a comparison in the local market.  An
investor purchasing income producing real estate is, in effect,
trading a sum of present dollars for a right to the stream of
future dollars.  There is a relationship between the two, and the
connecting link is the process of capitalization.  The function
of capitalization is to translate an income projection into a
present capital value indication.

The valuation by the income capitalization approach consists of
the following steps:

1.   Estimate the market rent for the subject property through a
     market analysis of competitive projects to arrive at a gross
     income estimate;

2.   Estimate the vacancy and collection losses for the income
     projection period;

3.   Deduct the estimated vacancy and collection losses and the
     annual operating expenses from the gross income estimate for
     an estimated net income before recapture;

4.   Determine the appropriate capitalization technique and
     gather market supported data for its application.

5.   Capitalize the resulting net income figure by an appropriate
     capitalization rate in order to obtain an indicated value of
     the property.


ESTIMATE OF MARKET RENT

The first step in the income capitalization approach is to
estimate the subject's market rent.  The following rent
comparables are considered the best indicators for the estimate
of market rent for the subject property.

<PAGE>

RENT COMPARABLE #1:  Coachman Crossing





















Location:                2481 NE Coachman Road

Number of Units:         218 Units
Average Unit Size:       776 Square Feet
Vacancy:                 Not Disclosed
Year Built:              1985
Construction Type:       Frame, Average+ Cost, Average Condition

Recreation Facilities:   Clubhouse with Fitness Facility,
                         Swimming Pool & Spa, Tennis, and Laundry

Features:                Standard Kitchen Appliance, Washer/Dryer
                         Connections and Fireplaces

Rent Schedule:  No.    Unit      Unit
               Units   Type     Size     Rent/Month   Rent/Sq.Ft.

               120      1/1    652 S.F.    $525.00       $0.81
                30      1/1    748 S.F.    $585.00       $0.78
                24      2/2    873 S.F.    $655.00       $0.75
                44      2/2    078 S.F.    $740.00       $0.69

Rent Concessions:        1 Month Free Rent
Premiums:                $10 to $20 for fireplaces, screened
                         porches and washer/dryer connections


<PAGE>

RENT COMPARABLE #2:  Cameron Lakes





















Location:                2550 Stage Run Boulevard

Number of Units:         207 Units
Average Unit Size:       748 Square Feet
Vacancy:                 98%
Year Built:              1986
Construction Type:       Masonry, Average Cost, Average Condition

Recreation Facilities:   Clubhouse with Fitness Facility,
                         Swimming Pool & Spa, Racquet Ball and
                         Laundry

Features:                Standard Kitchen Appliance, Washer/Dryer
                         Connections, Fireplaces & Covered
                         Parking

Rent Schedule:  No.    Unit      Unit
               Units   Type     Size     Rent/Month   Rent/Sq.Ft.

               56       1/1    791 S.F.    $540.00       $0.68
(Rent Sample)  56       2/2   1,021 S.F.   $640.00       $0.63
                8       2/2   1,268 S.F.   $785.00       $0.62

Rent Concessions:        None
Premiums:                $10 to $25 for fireplace, lake view and
                         covered parking

<PAGE>

RENT COMPARABLE #3:  Sunchase of Clearwater





















Location:                6550 150th Avenue North

Number of Units:         461 Units
Average Unit Size:       796 Square Feet
Vacancy:                 93%
Year Built:              1985
Construction Type:        Masonry, Average Cost, Average Condition

Recreation Facilities:    Clubhouse with Fitness Facility, Two
                          Swimming Pools & Spa, Tennis,
                          Racquetball, and Laundry

Features:                 Standard Kitchen Appliance and Stack
                          Washer/Dryer

Rent Schedule:  No.     Unit      Unit
               Units    Type     Size     Rent/Month    Rent/Sq.Ft.

                40     1/1Std   500 S.F.    $445.00        $0.89
                53       1/1    550 S.F.    S470.00        $0.85
                76       1/1    720 S.F.    $495.00        $0.69
               100       1/1    750 S.F.    $515.00        $0.69
                92       2/2    972 S.F.   $650.00FP       $0.67
               100       2/2    975 S.F.    $615.00        $0.63

Rent Concessions:         None
Premiums:                 $1O to $20 for lake views


<PAGE>

RENT COMPARABLE #4:  Coral Cove





















Location:                 25 North Belcher Road

Number of Units:          200 Units
Average Unit size:        701 Square Feet
Vacancy:                  95%
Year Built:               1985
Construction Type:        Masonry, Average Cost, Average Condition

Recreation Facilities:    Clubhouse, Swimming Pool & Spa,
                          Racquetball, and Laundry

Features:                 Standard Kitchen Appliance and
                          Washer/Dryer Connections

Rent Schedule:  No.     Unit      Unit
               Units    Type     Size     Rent/Month    Rent/Sq.Ft.

               40        1/1    550 S.F.    $455.00        $0.83
               80        1/1    616 S.F.    $505.00        $0.82
               40        2/1    787 S.F.    $565.00        $0.72
               40        2/2    936 S.F.    $660.00        $0.71

Rent Concessions:         $15.00 A Month Free Rent
Premiums:                 None

<PAGE>

RENT COMPARABLE #5:  Chesapeake





















Location:                 2307 Cumberland Road

Number of Units:          354 Units
Average Unit Size:        760 Square Feet
Vacancy:                  95%
Year Built:               1985
Construction Type:        Frame, Average Cost, Average Condition

Recreation Facilities:    Clubhouse, Swimming Pool & Spa, Tennis,
                          Racquetball, and Laundry

Features:                 Standard Kitchen Appliance and
                          Washer/Dryer Connections

Rent Schedule:  No.     Unit      Unit
               Units    Type     Size     Rent/Month    Rent/Sq.Ft.

               96       1/1   600-642 S.F.  $470.00        $0.76
               80        1/1  662-680 S.F.  $495.00        $0.74
               64        1/1    718 S.F.    $505.00        $0.70
               88        2/2  911-926 S.F.  $615.00        $0.70
               26        2/2    980 S.F.    $655.00        $0.67

Rent Concessions:         No
Premiums:                 $10 for lake view

<PAGE>

                        COMPARABLE RENTALS
<PAGE>

<TABLE>
                                                      Comparable Rent Analysis
                                                    One Bedroom Apartment (Small)
<CAPTION>
                    Subject      Coachman Cross       Cameron Lakes      Sunchase of Clear      Coral Cove            Chesapeake
                      Data         Data  Adjst.         Data   Adjst.         Data  Adjst.      Data   Adjst.       Data  Adjst.
<S>             <C>         <C>         <C>      <C>         <C>      <C>          <C>  <C>          <C>   <C>           <C>
Complex Size           240          218                  207                   461               200                 354        
Number                  36          120                   56                    53                40                  96        
Unit Type        1 Bedroom    1 Bedroom            1 Bedroom             1 Bedroom         1 Bedroom           1 Bedroom        
Baths               1 Bath       1 Bath               1 Bath                1 Bath            1 Bath              1 Bath        
Monthly Rent          $470         $525                 $540                  $470              $455                $470        
Size                   540          652     -20          791      -50          550               550                 600        
Rent/Sq. Ft.         $0.87        $0.81                $0.68                 $0.85             $0.83               $0.78        
                                                                                                                                
Qlty/Cndt          Avg/Avg     Avg+/Avg     -10      Avg/Avg               Avg/Avg           Avg/Avg             Avg/Avg        
Year Built            1985         1985                 1986                  1985              1985                1985        
Equipment        Std. Ktch    Std. Ktch            Std. Ktch             Std. Ktch         Std. Ktch           Std. Ktch        
Location           Average      Average              Average               Average           Average             Average        
Concessions             No          Yes                   No                    No               Yes                  No        
Occupancy              94%      Unknown                  98%                   93%               95%                 95%        
Amenities          Average     Average+     -10     Average+      -10     Average+     -10   Average             Average        
Covered Parking         No           No              Partial                    No                No                  No        

Rents                                      $485                  $480                 $460               $455               $470
                                          $0.74                 $0.61                $0.84              $0.83              $0.78
Estimated Subject Rent             $470
</TABLE>

<PAGE>

<TABLE>
                                                      Comparable Rent Analysis
                                                    One Bedroom Apartment (Large)
<CAPTION>
                    Subject     Belleair Gardens    Oakbrook Village     Sunchase of Clear      Coral Cove            Chesapeake
                      Data         Data  Adjst.         Data   Adjst.         Data  Adjst.      Data   Adjst.       Data  Adjst.
<S>             <C>         <C>         <C>       <C>        <C>       <C>        <C>    <C>        <C>     <C>          <C>
Complex Size           240          218                  207                   461               200                 354        
Number/Mix              40           30                   56                    76                80                  64        
Unit Type        1 Bedroom    1 Bedroom            1 Bedroom             1 Bedroom         1 Bedroom           1 Bedroom        
Baths               1 Bath       1 Bath               1 Bath                1 Bath            1 Bath              1 Bath        
Monthly Rent          $515         $585                 $540                  $495              $505                $505        
Size                   720          748                  791                   720               616       20        718        
Rent/Sq. Ft.         $0.72        $0.78                $0.68                 $0.69             $0.82               $0.70        
                                                                                                                                
Qlty/Cndt          Avg/Avg     Avg+/Avg     -10      Avg/Avg               Avg/Avg           Avg/Avg             Avg/Avg        
Year Built            1985         1985                 1986                  1985              1985                1985        
Equipment        Std. Ktch    Std. Ktch            Std. Ktch             Std. Ktch         Std. Ktch           Std. Ktch        
Location           Average      Average              Average               Average           Average             Average        
Concessions             No          Yes                   No                    No               Yes                  No        
Occupancy              94%      Unknown                  98%                   93%               95%                 95%        
Amenities          Average     Average+     -10     Average+      -10     Average+     -10   Average             Average        
Covered Parking         No           No              Partial                    No                No                  No        

Rents                                      $565                  $530                 $485               $525               $505
                                          $0.76                 $0.67                $0.67              $0.85              $0.70
Estimated Subject Rent             $515

</TABLE>

<PAGE>

<TABLE>
                                                      Comparable Rent Analysis
                                                    Two Bedroom Apartment (Small)
<CAPTION>
                    Subject      Coachman Cross       Cameron Lakes      Sunchase of Clear      Coral Cove            Chesapeake
                      Data         Data  Adjst.         Data   Adjst.         Data  Adjst.      Data   Adjst.       Data  Adjst.
<S>             <C>         <C>         <C>       <C>        <C>       <C>         <C>    <C>        <C>     <C>        <C>
Complex Size           240          218                  207                   461               200                 354        
Number                  32           24                   56                   100                40                  88        
Unit Type        2 Bedroom    2 Bedroom            2 Bedroom             2 Bedroom         2 Bedroom           2 Bedroom        
Baths               1 Bath       2 Bath     -10       2 Bath      -10       2 Bath     -10    1 Bath              2 Bath     -10
Monthly Rent          $620         $655                 $640                  $615              $565                $615        
Size                   877          873                 1021                   975               787                 911        
Rent/Sq. Ft.         $0.71        $0.75                $0.63                 $0.63             $0.72               $0.68        
                                                                                                                                
Qlty/Cndt          Avg/Avg     Avg+/Avg     -10      Avg/Avg               Avg/Avg           Avg/Avg             Avg/Avg        
Year Built            1985         1985                 1986                  1985              1985                1985        
Equipment        Std. Ktch    Std. Ktch            Std. Ktch             Std. Ktch         Std. Ktch           Std. Ktch        
Location           Average      Average              Average               Average           Average             Average        
Concessions             No          Yes                   No                    No               Yes                  No        
Occupancy              94%      Unknown                  98%                   93%               95%                 95%        
Amenities          Average     Average+     -10     Average+      -10     Average+     -10   Average             Average        
Covered Parking         No           No              Partial                    No                No                  No        

Rents                                      $625                  $620                 $595               $565               $605
                                          $0.72                 $0.61                $0.61              $0.72              $0.66
Estimated Subject Rent             $620
</TABLE>

<PAGE>

<TABLE>
                                                      Comparable Rent Analysis
                                                    Two Bedroom Apartment (Large)
<CAPTION>
                    Subject      Coachman Cross       Cameron Lakes      Sunchase of Clear      Coral Cove            Chesapeake
                      Data         Data  Adjst.         Data   Adjst.         Data  Adjst.      Data   Adjst.       Data  Adjst.
<S>             <C>         <C>         <C>       <C>        <C>       <C>         <C>    <C>        <C>     <C>         <C>
Complex Size           240          218                  207                   461               200                 354        
Number                  96           44                   56                   100                40                  88        
Unit Type        2 Bedroom    2 Bedroom            2 Bedroom             2 Bedroom         2 Bedroom           2 Bedroom        
Baths               2 Bath       2 Bath               2 Bath                2 Bath            2 Bath              2 Bath        
Monthly Rent          $655         $740                 $640                  $615              $660                $655        
Size                  1045         1078                 1021                   975               936                 980        
Rent/Sq. Ft.         $0.63        $0.69                $0.63                 $0.63             $0.71               $0.67        
                                                                                                                                
Qlty/Cndt          Avg/Avg     Avg+/Avg     -10      Avg/Avg               Avg/Avg           Avg/Avg             Avg/Avg        
Year Built            1985         1985                 1986                  1985              1985                1985        
Equipment        Std. Ktch    Std. Ktch            Std. Ktch             Std. Ktch         Std. Ktch           Std. Ktch        
Location           Average      Average              Average               Average           Average             Average        
Concessions             No          Yes                   No                    No               Yes                  No        
Occupancy              94%      Unknown                  98%                   93%               95%                 95%        
Amenities          Average     Average+     -10     Average+      -10     Average+     -10   Average             Average        
Covered Parking         No           No              Partial                    No                No                  No        

Rents                                      $720                  $630                 $605               $660               $655
                                          $0.67                 $0.62                $0.62              $0.71              $0.67
Estimated Subject Rent             $655
</TABLE>

<PAGE>

The five rental properties used in the report are all considered
to directly compete with the subject complex.  All five rent
comparables are located within five miles of the subject and all
are reasonably similar in quality and condition.

In comparison with the subject apartment complex, rent
comparables 4 and 5 have reasonably similar amenity packages and
rent comparables 1, 2, and 3 have superior amenity packages. 
Rent comparable 4 was the only complex to have a two-bedroom one-
bath unit, like the subject.  Unit size adjustments appear to be
more warranted for the one-bedroom units than the two-bedroom
units.  Sale concessions in the area are generally short term and
appear to have little or no influence on effective rental rates.

The current base asking rent is $470 a month for the small one-
bedroom units, $515 a month for the large one-bedroom units, $620
a month for the small two-bedroom units, and $655 a month for the
large two-bedroom units.  Additional rent of $15 to $25 is
charged for washer/dryer connections and additional rent of $10
to $45 is charged for lake views.  A review of the April 12, 1996
rent roll indicates that the existing rent levels are in line
with current base asking rents.  The lag in market rent increases
is offset by the additional rent charges.  The rental rates for
the competing properties indicate some rent premiums are paid for
views and floor locations.  A copy of the current rent roll is
provided at the addendum of the report.  A summary of the rent
roll is provided as follows.

     One-Bedroom(S) One-Bedroom(L) Two-Bedroom(S) Two-Bedroom(L)

Low Rent     $445         $470           $575            $625
High Rent    $510         $515         $1,125*           $735
Mean Rent    $465         $512           $621            $669
Median Rent  $460         $510           $590            $655
Mode Rent    $460(12/36)  $510(15/76)    $590(6/32)      $655(18/96)

 *   One Unit - short-term corporate tenant, with rental
     furniture all utilities included in the rental rate.

Before adjustments, the five rent comparables have small one
bedroom rental rates between $455 and $540 a month, large one
bedroom rental rates between $495 and $585 a month, small two
bedroom rental rates between $565 and $655 a month, and large two
bedroom rental rates between $615 and $740 a month.  After
adjustments, the comparables have indicated monthly rents between
$455 and $485 a month for the small one bedroom units, between
$485 and $565 a month for the large one bedroom units, between
$565 and $625 a month for the small two bedroom units, and
between $605 and $720 a month for the large two bedroom units. 
Based on the cited rent comparables, the market rents for the
subject property are estimated at $470 a month for the small one
bedroom units, $515 a month for the large one bedroom units, $620
a month for the small two bedroom units, and $655 a month for the
large two bedroom units.

Vacancy and Collection Losses:

Vacancy and collection loss is estimated at 7% on a stabilized
basis.  The five rent comparables had vacancy rates from about 2%
to 7%.  At the time of inspection, it was reported that the
subject had 14 vacant unrented unit, thus indicating a vacancy
rate of roughly 6%.  The subject property has a model, but no
occupied nonrevenue producing units.  It is, however, typically
for the onsite manager to receive a two-bedroom unit free of
charge.  Documented historical vacancy and collection loss for
the subject complex has ranged from 4.7% to 6.7% over the last
four years.


Other Income:

In addition to the rent income from the apartment units, other
income is generated in the form of deposit forfeitures, laundry
and vending income, pet fees, lost key fees, etc.  When compiled,
these sources of income typically generate approximately 1% to 3%
of gross apartment rental income.  Other income for the subject
property is estimated at the middle of the range, at 2% of rent
income.


Expenses:

In order to estimate operating expenses, income and expense
information for both the subject apartment complex and other
apartment complexes located in the area have been analyzed. 
Documentation for the subject property consisted of a four year
operating history.

Overall expenses for apartment complexes with more than 150 units
typically range from 40% to 50% of effective gross income or
approximately $2,700 to $3,200 per unit.  The expenses estimated
for the subject result in an expense ratio of 45.02%, or $2,964
per unit.  The expenses for the subject property are well within
the predominant range.


Real Estate Taxes:

The 1995 assessed tax value for the subject property is
$7,691,400.  This estimated expense also considers the
assessments of several comparable properties.  Assessments tend
to be below actual market value of the property.  The following
comparables have been used due to their similarity with the
subject property.


   Complex                     Assessment           Per Unit

   Cameron Lakes               $ 7,283,400          $35,186
   Chesapeake Apartments       $10,070,600          $28,448
   Coachman Crossing           $ 7,095,400          $32,548
   Subject                     $ 7,691,400          $32,048

Taking into account the 1995 assessed value of the subject
property and the 1995 assessed value for similar properties, the
assessed value of $7,691,400 for the subject property would
appear reasonable.

The 1995 millage rate for the subject neighborhood is 23.0366 and
the gross tax liability is $177,183.71.  Millage rates and
assessed values have generally been relatively stable over the
past two years.  It is estimated that the projection period real
estate taxes will be slightly higher than the 1995 real estate
taxes.  The projected real estate taxes for the subject are
estimated at $0.88 a square foot or $177,764.


Insurance:

Insurance costs typically range from $0.15 to $0.20 a square foot
depending on such consideration as type of construction, project
size, co-insurance clauses and location.  The insurance expense
for 1995 was reported at $34,638 and appears to be reasonable. 
The insurance for the subject property is, therefore, estimated
at $0.18 a square foot or $36,361.


Management Fees:

Management fees, charged by professional management firms, range
from 4% to 6% of effective gross income depending on project
size, condition and general rent levels.  Considering the current
rental rates and size of the subject property in comparison with
other rental properties in the Tampa Bay area, the management
expense is estimated at 5.0% of effective gross income.  The
subject property is professionally managed by Decade Properties,
who charges the complex a 5.0% management fee.


General and Administrative Expenses:

This expense category includes those items necessary for on site
administration of the property such as administrative salaries,
supplies, telephone, etc.  Again this could vary substantially
due to overall size of the complex and the efficiency of
management.  This expense is generally from $0.40 to $0.45 a
square foot.  For the purpose of this appraisal, all normal
administrative expenses are included in this category with
appropriate consideration given for economies of scale associated
with the size of the property.  The general and administrative
expense is, therefore, estimated to be $0.42 a square foot.  Most
apartment complexes the size of the  subject operate efficiently
with 5 to 7 employees.  The subject property currently has 5
full-time employees and 1 part-time employee.


Utilities:

All units are individually metered for electrical service.  The
expenses charged generally include common area electrical service
and water, sewer, and trash removal for the entire property. 
Typically, utility expenses are from $550 to $650 a unit on an
annual basis.  The utility expense is estimated at $600 a unit or
roughly $0.71 a square foot.


Maintenance:

This expense category includes normal costs for both interior and
exterior building maintenance and grounds maintenance.  It is
expected that the maintenance expense for the subject would fall
within a range of $0.80 to $1.00 a square foot.  In review of
historical maintenance costs, the maintenance expense is
estimated at $0.88 a square foot.


Marketing:

The marketing expense for yellow page listings, periodic
newspaper advertisements and listings in apartment rental
publications, and is estimated to be about $0.06 a square foot.


Reserves:

Reserves are used to annualize future costs of major maintenance
or replacement (short-lived) items.  The managers and/or owners
of most rental properties in the Tampa Bay area generally set
aside little or no reserves for future capital expenditures.  For
this reason, the reserves typically do not meet future capital
requirements.  The calculation showing the estimated annual
reserves needed to repair or replace short-lived items is shown
as follows.  The analysis assumes that increases in replacement
costs will be offset by interest earned on the reserve account.


<PAGE>

<TABLE>
<CAPTION>
                                                              Reserves Based                                 Reserves Based
Structural              Replacement     /   Remaining    =     on Remaining     /      Total           =        on Total
Component                  Cost           Economic Life        Economic Life       Economic Life              Economic Life
<S>                    <C>                   <C>             <C>                     <C>                    <C>
Roofs                     $203,914      /      8         =       $25,489        /       15             =          $13,594
Appliances                $360,000      /      8         =       $45,000        /       15             =          $24,000
HVAC                      $405,716      /      8         =       $50,715        /       15             =          $27,048
Flooring                  $243,430      /      3         =       $81,143        /        5             =          $48,686
                                                                $202,347                                         $113,328

Estimated Cost Per Unit (240 Units)                      =          $843                                             $472
</TABLE>

<PAGE>



The estimated reserve expense of $843 a unit reflects the
reserves that are now required due to the lack of past
contributions to a reserve account.  The estimated reserve
expense of $472 a unit reflects the contributions that would have
been necessary if the reserve account had originally been in
place.

For the purpose of this report, the reserve expense is for
illustration purposes only and will not be included in either the
direct capitalization estimate or the discounted cash flow
analysis.  In order for reserves to be an expense item, the
expenses for the improved comparables would need to be adjusted
upward, thus causing a decrease in the indicated capitalization
rates.  Both methods will result in the same value estimates.

According to the 1995 income and expense statement for the
subject, $46,635 was spent on capital replacements and repairs.


ANALYSIS OF OPERATING HISTORY:

The income summary for the subject indicates that revenues
increased by 2.5% in 1993, 0.6% in 1994, and 3.6% in 1995. 
Expenses over the four year period fluctuated from 42.7% to 44.4%
of effective gross income.

The effective gross income for the subject property was reported
at $1,455,692, $1,492,586, $1,500,946, and $1,554,502
respectively for the years 1992 through 1995.  Operating expenses
for the same time period were respectively reported at $635,575,
$643,075, $641,541, and $690,479.  Net operating income was
respectively reported at $820,117,  $849,511,  $859,405 and
$864,023, which indicates an average annual compounded increase
of 1.3%.  Although the individual expense categories show some
variations and inconsistencies over time, the overall income and
expense figures provided appear to be in line with the market.

On the following page is a summary of the reconstructed income
and operating statements for 1992 through 1995, and a projection
for upcoming year.  The projected income and expense figures are
consistent with figures found in the direct capitalization and
discounted cash flow analysis.

<PAGE>

<TABLE>
                                                       Operating History
<CAPTION>
                                                                                                               Units   Sq.Ft.
                                 1992             1993             1994             1995           Projected     240  202,004
<S>                           <C>        <C>  <C>         <C>  <C>         <C>   <C>        <C>   <C>          <C>      <C>
Potential Gross Income        $1,506,797       $1,540,945       $1,581,531       $1,616,057       $1,665,360   $6,939   $8.24
Vacancy & Collection Loss         73,580 4.9%      73,174 4.7%     103,575 6.5%     107,617 6.7%     116,575    7.00%   7.00%
Rent Income                   $1,433,217       $1,467,771       $1,477,956       $1,508,440       $1,548,785   $6,453   $7.67
Other Income                      22,475 1.6%      24,815 1.7%      22,990 1.6%      46,062 3.1%      30,976    2.00%   2.00%
Effective Gross Income        $1,455,692       $1,492,586       $1,500,946       $1,554,502       $1,579,761   $6,582   $7.82
Percent Increase                                     2.5%             0.6%             3.6%             1.6%

Expenses:
  Real Estate Taxes             $168,375         $165,835         $173,657         $172,686         $177,764     $741   $0.88
  Insurance                       17,529           17,818           13,082           34,638           36,361     $152   $0.18
  Management                      71,661 4.9%      73,389 4.9%      75,047 5.0%      77,725  5.0      78,988     $329   5.00%
  General & Administrative        75,782           80,053           78,305           81,803           84,842     $354   $0.42
  Utilities                      138,363          141,286          142,858          134,841          143,423     $598   $0.71
  Maintenance & Repairs          146,997          150,527          147,301          176,824          177,764     $741   $0.88
  Marketing                       16,868           14,167           11,291           11,962           12,120      $51   $0.06
Total Expenses                  $635,575         $643,075         $641,541         $690,479         $711,262   $2,964   $3.52
Percent Increase                                     1.2%            -0.2%             7.6%             3.0%
Percent of Income                  43.7%            43.1%            42.7%            44.4%            45.0%
Net Operating Income            $820,117         $849,511         $859,405         $864,023         $868,499   $3,619   $4.30
</TABLE>

<PAGE>

The rent roll, dated April 12, 1996 indicates rent income from
existing leases at $132,280 a month (excluding vacant units).
Based on a straight line projection, the effective gross income
is calculated as follows.

          $132,280  X    12 Months =         $1,587,360
          Other Income   (2.0%)                  31,747
          Annual Straight Line Projection    $1,619,107

This straight line projection of $1,619,107 compares reasonably
well with the projected effective gross income of $1,579,761.


DIRECT CAPITALIZATION

The last item needed to complete the summary of the income
capitalization approach is deriving the capitalization rate
(O.A.R.).  Direct Capitalization is the process of converting
income into value either by dividing the net income by an overall
rate or by multiplying the potential or effective gross income by
a multiplier.

When valuing property by direct capitalization, it is essential
that the market comparables reflect risk, income, expenses, and
physical characteristics similar to those of the property being
appraised.  An overall capitalization rate is established by
dividing a comparable's estimated net operating income by its
selling price.  The basic mathematical formula for deriving this
overall rate is as follows:

               Net Operating Income
               --------------------  =  O.A.R.
               Selling Price

Income and expense information was available for only one of the
four comparables used in the sales comparison approach.  The one
sale was comparable 3 (Chesapeake Apartments), which reportedly
sold at a 9.3% capitalization rate, based on projected figures.
While income and expense information was not available for
comparable 1 (Lincoln Shores), it was reported that the
capitalization rate was well above 9% apparently due to necessary
capital improvements.  Based on conversations with Paul Wikle,
CCIM, of Wikle Properties, and John D. Selby CCIM of CB
Commercial it was indicated that capitalization rates for 1990
vintage institutional grade apartment properties are in the 8.5%
to 9.0% range, 1980 vintage institutional grade apartment
properties are in the 9.0% to 9.5% range, and 1970 vintage
institutional grade apartment properties are in the 9.5% to 10.0%
range.

Considering that the subject complex has good occupancy and is
well maintained in average condition, it is believed that an
appropriate capitalization rate for the subject would fall at the
middle of the range for 1980 vintage institutional grade
apartment properties. Based on the above analysis, the overall
rate for the subject by market extraction is estimated at 9.30%.


BAND OF INVESTMENT

Another type of direct capitalization is the band of investment
technique.  This technique builds a capitalization rate by
extracting information from the market.  The information which is
extracted is the equity investors component (equity dividend
rate) and the mortgage component (mortgage constant).

Conversations  with  area  lenders  indicate  that  conventional
financing could be obtained for a property such as the subject at
an interest rate of about 8.5%  fixed.  The typical loan is
amortized over 25 years with a five year balloon.  The typical
loan to value ratio for a property such as the subject is about
80% and the typical required debt coverage ratio is about 1.20.

Based on the current investment rates available in the market the
equity dividend rate for the subject is estimated at 8%.


Assumptions

Mortgage Constant:            (8.50%, 25 years)         0.096627 
Equity Dividend Rate:                                       0.08 

Mortgage                      0.80   X    0.096627  =    0.07730 
Equity                        0.20   X    0.080000  =    0.01600 
                                                         --------

                                                         0.09330 
                                        Rounded             9.33%


DEBT COVERAGE RATIO

Another way of estimating an overall capitalization rate is by
using the typical debt service coverage ratio required by lenders
and multiplying this figure by the loan to value ratio and then
by the mortgage constant.  Conversations with area lenders
indicated that they would typically require a debt coverage ratio
of 1.20 on a property such as the subject.  Using the above data,
the overall rate by the debt coverage ratio formula is estimated
as follows:

     DCR            LV             MC             OAR

     1.20           80%          .0966       = .0927 or 9.27%

DCR  =  Debt Coverage Ratio
LV   =  Loan to Value Ratio
MC   =  Annualized Mortgage Constant
OAR  =  Overall Capitalization Rate


The three techniques indicate overall capitalization rates for
the subject at 9.30%, 9.33%, and 9.27%, respectively.  Typically
newer properties in good condition command lower overall rates
while older properties in poor condition command higher overall
rates. Also, another major factor which influences overall rates
is risk. The riskier the project or property, the higher the
overall rate.

The overall rate of 9.30% by market extraction is given the most
weight.  The overall rates by both the band of investment and the
debt coverage ratio lend good support to the overall rate by
market extraction.  These two techniques, however are only given
secondary weight because the data used in these techniques can
change daily. Therefore, based on the above analysis the overall
rate for the subject is estimated at 9.30%.

Based on the cited data and above analysis, the market value of
the subject by direct capitalization is estimated as follows:

<PAGE>

          SUMMARY OF THE DIRECT CAPITALIZATION APPROACH


Potential Gross Income

          36 (1)    1/1           $470.00               $203,040 

          76 (2)    1/1           $515.00               $469,680 

          32 (3)    2/1           $620.00                238,080 

          96 (4)    2/2           $655.00                754,560 
                                                   ------------- 

Total Potential Gross Income                           1,665,360 

Vacancy and Collection Loss          7.00%               116,575 
                                                   ------------- 

Total Rent Income                                      1,548,785 

Other Income                         2.00%                30,976 
                                                   ------------- 

Effective Gross Income                                 1,579,761 

Expenses

Real Estate Taxes                                        177,764 
Insurance                                                 36,361 
Management                                                78,988 
General & Administrative                                  84,842 
Utilities                                                143,423 
Maintenance                                              177,764 
Marketing                                                 12,120 
                                                   ------------- 

     Total Expenses                 45.02%               711,262 
                                                   ------------- 

Net Operating Income                                    $868,499 
                                                   ------------- 

Capitalization Rate                                         9.30%

ESTIMATE OF VALUE BY THE INCOME APPROACH              $9,338,699 

               Rounded to:                            $9,300,000 
                                                   ============= 
<PAGE>

Discounted Cash Flow Analysis:

The discounted cash flow analysis is an additional income
capitalization approach method of valuing an income producing
apartment complex.  This method involves projecting an income
stream for the property over a period of time and converting the
cash flow to a present value.  In this case, we have projected
the cash flow over a 10 year holding period which is generally
the maximum time a project is held due to deterioration of tax
benefits.

Income and expenses for the first year of the cash flow analysis
are estimated as previously described in the direct
capitalization approach.  The sales price at the end of the
period (reversion) is estimated based on the eleventh year net
operating income capitalized at 9.80%.  From this is deducted a
sale expense estimated at 5%.

The major assumption in this approach is that growth in both
income and expenses are estimated at 3% a year.  The stabilized
vacancy rate is estimated at 6% and is supported by the recent
market trends.  The 3% income and expense increases are
consistent with the current trend in the consumer price index
(CPI).  These estimates are based on current market experience
and may vary widely over time, thus pointing out the major
weakness of this approach.

Two separate techniques are used reflecting, 1) an unleveraged
deal and 2) a leveraged deal.

1) In the first technique, an unleveraged deal, the net operating
income and the net proceeds of sale are discounted to present
value.  This discount rate is based on expected internal rates of
return by investors on various types of unleveraged properties. 
We have chosen a discount rate of 12.0% based on the risk and an
analysis of similar real estate investments.  A survey in the
December 1995 issue of Appraiser News, published by the Appraisal
Institute, indicates required internal rates of return for
apartment properties at about 10.0% to 13.0%.

2) The second technique, a leveraged deal, incorporates debt
service and loan payoff into the calculations.  For the purposes
of this analysis a $7,490,115 loan (1.20 DCR) is assumed at 8.50%
for 25 years.  The resulting cash flow and proceeds at sale are
discounted to present value, to arrive at a value of the equity
investment.  This is then added to the original mortgage amount
to arrive at a value for the subject.  Due to the higher risk
associated with the equity in a leveraged deal, a discount rate
of 20.00% is considered appropriate.

In order to check the internal rate of return relative to the
capitalization rate, a basic value change formula is used.  As
can be determined from the following analysis, the 12.00% and
20.00% yield rates appear reasonable.


The Basic Value Change Formula

UNLEVERAGED DEAL

Yo = Ro +  [delta] a

Ro = 9.30%
[delta] a = CR = Compounded Rate of Income Change = 2.70%

Yo = 9.30% + 2.70% = 12.00%


LEVERAGED DEAL

Ye = Re + [delta] a

Re = 5.00%
[delta] a = CR =    Compounded Rate of Income Change = 12.64%

Ye = 9.30% + 10.96% = 20.26%

Based on this analysis, the 10 year projected pro forma and the
present value of the resulting cash flows, before and after, debt
service can be calculated, as follows:

<PAGE>

<TABLE>
                                                    MULTIFAMILY INCOME PROFORMA
<CAPTION>
Project:     Pelican Sound                           Location      2545 NE Coachman       Date:     04/15/96
Gross Income Estimate:                                             Road
Unit Type    No.         Rent/Mo.     Rent/Yr.       Vacancy Rate:             7.00             Expenses

                                                     Other Income:             2.00%
<S>          <C>         <C>          <C>            <C>                       <C>              <C>              <C>
(1) 1/1      36          $470.00      $203,040       Income Growth:            3.00%            R.E. Taxes       $0.88  /Sq.Ft.
                                                     Expense Growth:           3.00%            Insurance        $0.18  /Sq.Ft.
(2) 1/1      76          $515.00      $469,680       Reversion:                                 Management       5.00%  /Sq.Ft.
                                                      Cap Rate:                9.80%            Utilities        $0.71  /Sq.Ft.
(3) 2/1      32          $620.00      $238,080        Sales Expenses:          5.00%            Maintenance      $0.88  /Sq.Ft.
                                                     Mortgage:                                  Marketing        $0.06  /Sq.Ft.
(4) 2/2      96          $655.00      $754,560       Amount:                   $7,490,115       Gen.& Admin.     $0.42  /Sq.Ft.
                                                      Interest Rate:           8.50%
                                                      Amoritazation:           25
Potential Gross Income:               $1,665,360      Debt Serv.               $723,749         Total Sq. Ft.    202,004
                                                      Bal.year 10              $6,124,709

<CAPTION>

                    Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10
<S>               <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>
Gross Income      $1,665,360 $1,715,321 $1,766,780 $1,819,784 $1,874,377 $1,930,609 $1,988,527 $2,048,183 $2,109,628  $2,172,917
Vacancy
 & Collection       $116,575   $120,072   $123,675   $127,385   $131,206   $135,143   $139,197   $143,373   $147,674    $152,104

Rent Income       $1,548,785 $1,595,249 $1,643,105 $1,692,399 $1,743,171 $1,795,466 $1,849,330 $1,904,810 $1,961,954  $2,020,813
Other Income         $30,976    $31,905    $32,862    $33,848    $34,863    $35,909    $36,987    $38,096    $39,239     $40,416

Eff. Gross Income $1,579,761 $1,627,154 $1,675,967 $1,726,247 $1,778,034 $1,831,375 $1,886,317 $1,942,906 $2,001,193  $2,061,229

Expenses:
 R.E. Taxes         $177,764   $183,097   $188,590   $194,248   $200,075   $206,077   $212,260   $218,627   $225,186    $231,942
 Insurance           $36,361    $37,452    $38,575    $39,733    $40,925    $42,152    $43,417    $44,719    $46,061     $47,443
 Management          $78,988    $81,358    $83,798    $86,312    $88,902    $91,569    $94,316    $97,145   $100,060    $103,061
 Gen. & Admin.       $84,842   $147,726    $90,009    $92,709    $95,490    $98,355   $101,306   $104,345   $107,475    $110,700
 Utilities          $143,423   $183,097   $152,157   $156,722   $161,424   $166,267   $171,255   $176,392   $181,684    $187,134
 Maintenance        $177,764    $12,484   $188,590   $194,248   $200,075   $206,077   $212,260   $218,627   $225,186    $231,942
 Marketing           $12,120   $732,600    $12,858    $13,244    $13,641    $14,050    $14,472    $14,906    $15,353     $15,814

Total Expenses      $711,262   $732,600   $754,578   $777,215   $800,532   $824,548   $849,284   $874,763   $901,005    $928,036

Net. Oper. Income   $868,499   $894,554   $921,390   $949,032   $977,503 $1,006,827 $1,037,033 $1,068,143  1,100,188  $1,133,193

Debt Service        $723,749   $723,749   $723,749   $723,749   $723,749   $723,749   $723,749   $723,749   $723,749    $723,749

Cash Flow           $144,750   $170,805   $197,640   $225,282   $253,754   $283,078   $313,284   $344,394   $376,439    $409,444
</TABLE>

<PAGE>

                  DISCOUNTED CASH FLOW ANALYSIS


Cash Flow Summary:

                               N.O.I.                   Cash Flow

     Year 1                  $868,499                    $144,750
     Year 2                   894,554                     170,805
     Year 3                   921,390                     197,640
     Year 4                   949,032                     225,282
     Year 5                   977,503                     253,754
     Year 6                 1,006,827                     283,078
     Year 7                 1,037,033                     313,284
     Year 8                 1,068,143                     344,394
     Year 9                 1,100,188                     376,439
     Year 10                1,133,193                     409,444


Reversion:

     Est. Sales Price      11,910,094                  11,910,094
     Sales Expenses           595,505                     595,505
     Mortgage Payoff                                    6,124,709
                          -----------                  ----------
     Net Proceeds         $11,314,590                  $5,189,881
                          ===========                  ==========

     Discount Rate:            12.00%                      20.00%

Present Value:

     Equity                 9,117,381                   1,803,843
     Mortgage                                           7,490,115
                          -----------                 -----------
     Total Present Value   $9,117,381                  $9,293,958

          Rounded to:      $9,100,000                  $9,300,000
                          ===========                 ===========

This analysis uses two different assumptions to arrive at an
estimate of value.  The first is based on an unleveraged
investment in the property and does not use the mortgage in the
overall calculation.  It is the present value of the Net
Operating Income cash flows and reversion proceeds.  The second
method incorporates the mortgage into the calculations to arrive
at a present value of the equity investment, to which is added
the original mortgage amount.

Summary of the Income Capitalization Approach

Three methods have been used to derive a value by the income
capitalization approach: capitalized net operating income,
discounted cash flow (DCF) analysis - unleveraged and discounted
cash flow (DCF) analysis - leveraged.  These methods have yielded
the following results:

          Capitalized Net Income:            $9,300,000

          DCF-unleveraged:                   $9,100,000

          DCF-leveraged:                     $9,300,000

As indicated earlier, the discounted cash flow analysis methods
are based on the necessary assumptions as to income and expense
growth over the holding period.  While every effort has been made
to make an accurate projection, this estimate could be subject to
wide fluctuations over time.  For this reason, these methods were
given slightly less weight in the final analyzes.

The capitalized net income method is more closely related to
actual market transactions, in that the capitalization rate is
market derived.  It does not require an opinion of future
movement of income and expenses, but tends to reflect the markets
perceptions as to future trends.

Therefore, based on the foregoing analysis, the value indication
by the income capitalization approach is:

                           $9,300,000

<PAGE>

             RECAPITULATION AND FINAL RECONCILIATION

The valuation of real property involves a systematic process in
which the problem is defined, the procedure necessary to solve
the problem is planned, and required data is acquired,
classified, analyzed and reconciled into an final value estimate. 
"Reconciliation is the analysis of alternative conclusions to
arrive at a final value estimate."  The analysis considers the
reliability and accuracy of the information used in the value
conclusions for the cost approach, the sales comparison approach,
and the income capitalization approach.  The market value
estimates for each of the three approaches used are:

     COST APPROACH                           $9,000,000

     SALES COMPARISON APPROACH               $8,900,000

     INCOME CAPITALIZATION APPROACH          $9,300,000

The cost approach is a method in which the value of a property is
derived from creating a substitute property with the same utility
as the subject.  It is typically considered to be relatively
reliable for new or proposed construction.  The degree of error
tends to increase in this approach commensurate with the degree
of accrued depreciation.  This approach includes an estimate of
land value based on direct comparison of the subject site with
sites having similar utility which have recently sold; an
estimate of the replacement cost new of the improvements; and an
estimate of all forms of accrued depreciation which is deducted
from the replacement cost new estimate.

Three comparable land sales were used to estimate the value of
the subject site.  The land comparables were the best known
available in the market and lend adequate support to the
estimated value of the subject site.  The Marshall Valuation
Service was used to estimate the replacement cost of the
improvements and the depreciation estimate was based on an
observation of the surrounding neighborhood.  The subject was
constructed in 1984 and has a large amount of accrued
depreciation due to physical deterioration.  The cost approach is
considered the least reliable in the final value estimate.

The sales comparison approach involves comparing similar
properties that have recently sold, or similar properties that
are currently offered for sale, with the subject.  The basic
principle of substitution underlies this approach.

Four improved apartment comparable sales were used to estimate
the market value of the subject.  Like the subject, all of the
sales were 1980 vintage apartment complexes.  Improved comparable
1 is located within 9 miles of the subject and the remaining 3
improved comparables are located within the same geographical
market area, within 3 miles of the subject.

Three units of comparison were used in the sales comparison
approach.  The three units of comparison used include the
indicated price per unit, price per room and price per square
foot.  After analysis, all three units of comparison indicated
similar values estimates.  The sales comparison approach was
considered a reliable estimate of market value for the subject.

The income capitalization approach is also reliable when
estimating the value of an income property.  This approach most
nearly reflects the value of the property as an investment.  This
approach includes an analysis of the effective gross income which
the subject is capable of generating, based on rents achieved and
occupancy rates at competitive properties.  A deduction for
normal operating expenses is made in order to derive net
operating income which is capitalized at an overall rate.  The
resulting figure is the estimated value by the income
capitalization approach.

Financial information supplied included an April 12, 1996 rent
roll and a four year operating history.  Comparable rent data was
readily available and the operating expenses, capitalization
rate, and discount rates were well supported by market evidence.

Two techniques were used in the income capitalization approach. 
The first technique used was direct capitalization and the second
technique was a discounted cash flow analysis which considered
both a leveraged purchase and an unleveraged purchase.  Both
techniques indicated value estimates which were reasonably
similar.  The income capitalization approach was considered a
reliable estimate of market value for the subject.

In the final estimate of value, the income capitalization
approach
was given greatest weight and the sales comparison approach was
given secondary weight.  The cost approach was given little   
consideration.  Therefore, based on the cited market data and the
foregoing analysis, the market value of fee simple interest in
the subject in "as is" condition and as of the effective date of
April 15, 1996 is estimated at:

            NINE MILLION TWO HUNDRED THOUSAND DOLLARS
                          ($9,200,000)

                            INCLUDING
                 DEPRECIATED VALUE OF APPLIANCES
                  TWO HUNDRED THOUSAND DOLLARS
                           ($200,000)

<PAGE>

                          REAL PROPERTY
                      NINE MILLION DOLLARS
                          ($9,000,000)



ESTIMATED MARKETING TIME:

We have reviewed the typical marketing time for apartment
complexes in the Tampa Bay area, as well as, discussed the
marketing time with knowledgeable commercial brokers.  If
appropriately priced and marketed, the marketing time of the
subject property is estimated at 6 months.

<PAGE>

                    CERTIFICATE OF APPRAISAL

I certify that, to the best of my knowledge and belief:


- -    The statements of fact contained in this report are true and
     correct.

- -    The reported analyses, opinions, and conclusions are limited
     only by the reported assumptions and limiting conditions,
     and are my personal, unbiased professional analyses,
     opinions, and conclusions.

- -    I have no present or prospective interest in the property
     that is the subject of this report, and I have no personal
     interest or bias with respect to the parties involved.

- -    My compensation is not contingent upon the reporting of a
     predetermined value or direction in value that favors the
     cause of the client, the amount of the value estimate, the
     attainment of a stipulated result, or the occurrence of a
     subsequent event.

- -    My reported analyses, opinions, and conclusions were
     developed, and this report has been prepared, in conformity
     with the Uniform Standards of Professional Appraisal
     Practice; and the requirements of the Code of Professional
     Ethics and the Standards of Professional Practice of the
     Appraisal Institute.  Unless otherwise stated herein, the
     departure provision does not apply.

- -    I have made a personal inspection of the property that is
     the subject of this report.

- -    No one provided significant professional assistance to the
     person signing this report.

- -    The appraiser has performed within the context of the
     competency provision of the Uniform Standards of
     Professional Appraisal Practice.

- -    This report was not based on a requested minimum valuation,
     a specific valuation, or the approval of a loan.

- -    The use of this report is subject to the requirements of the
     Appraisal Institute relating to review by its duly
     authorized representatives.

- -    As of the date of this report, both Robert E. Riggins and
     William W. Atkinson have completed the requirements of the
     continuing education program of the Appraisal Institute.

- -    This appraisal recognizes the following definition of value:

     Market Value: as defined in Chapter 12, Code of Federal
     Regulations, Part 34.42(f) is, "The most probable price
     which a property should bring in a competitive and open
     market under all conditions requisite to a fair sale, the
     buyer and seller each acting prudently knowledgeably, and
     assuming the price is not affected by undue stimulus. 
     Implicit in this definition is the consummation of a sale as
     of a specified date and the passing of title from seller to
     buyer under conditions whereby:

     1.   buyer and seller are typically motivated;

     2.   both parties are well informed or well advised, and
          acting in what they consider their own best interests;

     3.   a reasonable time is allowed for exposure in the open
          market;

     4.   payment is made in terms of cash in United States
          dollars or in terms of financial arrangements
          comparable thereto; and

     5.   the price represents the normal consideration for the
          property sold unaffected by special or creative
          financing or sales concessions granted by anyone
          associated with the sale.

The market value of the property described herein, subject to the
assumptions and limiting conditions set forth herein, as of
April 15, 1996, in "as is" condition, is estimated to be:

            NINE MILLION TWO HUNDRED THOUSAND DOLLARS

                          ($9,200,000)


<PAGE>

                            INCLUDING
                 DEPRECIATED VALUE OF APPLIANCES

                  TWO HUNDRED THOUSAND DOLLARS

                           ($200,000)


                          REAL PROPERTY

                      NINE MILLION DOLLARS

                          ($9,000,000)



Respectfully submitted:



____________________________       ____________________________
Robert E. Riggins, MAI, SRA        William W. Atkinson, MAI
President                          Vice President
State-certified general real       State-certified general real
estate appraiser #0000605          estate appraiser #0001221

<PAGE>

               ASSUMPTIONS AND LIMITING CONDITIONS


The Market Value estimate of the property or properties appraised
is subject to the following assumptions and limiting conditions:

1.   The legal description furnished is assumed to be correct.

2.   No responsibility is assumed for matters legal in character
     nor is any opinion rendered herein as to title which is
     assumed to be good and merchantable.  It is assumed that the
     property is free and clear of liens and encumbrances and
     under responsible ownership and management on the appraised
     date.

3.   It is assumed that surveys and/or plats furnished to or
     acquired by the appraiser and used in the making of this
     report are correct.  The appraiser has not made a land
     survey or caused one to be made and therefore assumes no
     responsibility for their accuracy.

4.   Certain data used in compiling this report was given to the
     appraiser from sources he considers reliable; however, he
     does not guarantee the correctness of such data, although as
     far as is reasonably possible the data has been checked and
     is believed to be correct.

5.   The soil and the area under appraisement appears to be firm
     and solid, unless otherwise stated.  Subsidence in the area
     is unknown or uncommon but the appraiser does not warrant
     against this condition or occurrence.

6.   Subsurface rights (mineral and oil) were not considered in
     making this report, unless otherwise stated.

7.   Any riparian rights and/or littorial rights indicated by
     survey, map or plat are assumed to go with the property
     unless easements or deeds of record were found by the
     appraiser to the contrary.

8.   Possession of this report, or copy thereof, does not carry
     with it, the right of publication or reproduction nor may it
     be used by anyone but the applicant without prior written
     consent of the applicant and the appraiser and in any event
     only in its entirety.  This limitation is not to exclude
     applicant from copying the report in connection with the
     normal course of a mortgage application of syndication of
     the property.

9.   The appraiser, by reason of this report, is not required to
     give testimony in court with reference to the property
     herein appraised nor is he obligated to appear before any
     governmental body, board or agent unless arrangements have
     been previously made thereof.

10.  The distribution of the total valuation in this report
     between land and improvements applies only under the
     existing program of utilization.  The separate valuations
     for land and improvements must not be used in conjunction
     with any other appraisal and are invalid if so used.

11.  Neither all nor any part of the contents of this report
     shall be conveyed to the public through advertising, public
     relations, news, sales or other media without the written
     consent and approval of the author, particularly as to the
     valuation conclusions, the identity of the appraiser or firm
     with which he is connected, or any reference to the American
     Institute of Real Estate Appraisers, or the MAI designation.

12.  We are not expert in determining the presence or absence of
     hazardous substances, defined as all hazardous or toxic
     materials, wastes, pollutants or contaminants (including,
     but not limited to, asbestos, PCB, UFFI, or other raw
     materials or chemical(s) used in construction, or otherwise
     present on the property).  We assume no responsibility for
     the studies or analyses which would be required to determine
     the presence or absence of such substances or for loss as a
     result of the presence of such substances.  The value
     estimate is based on the assumption that the subject
     property is not so affected.

<PAGE>

                            ADDENDUM

<PAGE>

                SUPPLEMENTAL SUBJECT PHOTOGRAPHS
                   VIEW OF APARTMENT BUILDINGS
           VIEW OF APARTMENT COMPLEX AND TENNIS COURTS
<PAGE>

            VIEW OF SWIMMING POOL AND LEASING OFFICE
                 INTERIOR VIEW OF LEASING OFFICE
<PAGE>

                  INTERIOR VIEW OF LAUNDRY ROOM
                 INTERIOR VIEW OF APARTMENT UNIT
<PAGE>

                 INTERIOR VIEW OF APARTMENT UNIT
                 INTERIOR VIEW OF APARTMENT UNIT
<PAGE>

               NE COACHMAN ROAD - FACING SOUTHWEST
               NE COACHMAN ROAD - FACING NORTHEAST
<PAGE>

                         FLOOD PLAIN MAP
<PAGE>

                            EXHIBIT A

                                         *** OFFICIAL RECORDS ***
                                               BOOK 7207 PAGE 914


All that certain parcel(s) of property lying and being situated
in the county of Pinellas, State of Florida, and being more
particularly described as follows:

Parcel A

A parcel of land lying in the Northeast 1/4 of Section 7,
Township 29 South, Range 16 East, Pinellas County, Florida, being
more particularly described as follows:

Commencing at the East 1/4 corner of said Section 7; thence N 00
deg. 5438" E, for 413.55 feet, along the East line of said
Section 7, the same being the centerline of U.S. Highway No. 19,
to a point of intersection with the Northerly right-of-way line
of Seaboard Coast Line Railroad; thence N. 81 deg. 0702" W, for
1117,55 feet, along said Northerly right-of-way line to a point
of intersection with the Easterly right-of-way line of Florida
Power Corporation, as described in Official Record Book1466, Page
156 of the Public Records of Pinellas County, Florida; thence N
00 deg. 4241" E. for 289.94 feet, along said Easterly right-of-
way line to the POINT OF BEGINNING; thence continue N 00 deg.
4241" E. for 15.77 feet, along said Easterly right-of-way line;
thence N 00 deg. 4511" E, for 1030.35 feet, along said Easterly
right-of-way line, to a point of intersection with the Southerly
right-of-way line of County Road No. 2 (Northeast Coachman Road),
a 100 foot right-of-way; thence N 58 deg. 2140" E, for 367.38
feet, along Southerly right-of-way line to a point of
intersection with Westerly line of that certain parcel of land as
described in Official Record Book 4938, Page 322 of said Public
Records of Pinellas County, Florida; thence along said Westerly
and Southerly line of said parcel by the following six (6)
courses; (1) S 31 deg. 3820" E, for 148.89 feet; (2) thence S 00
deg. 5315" W, for 202.73 feet to a point of curvature of a curve
concave to the Northwest; (3) thence Southwesterly 60.99 feet
along the arc of a curve having a radius of 135.19 feet, and a
central angle of 25 deg. 5055"; (4) thence S 89 deg. 0645" E, for
43.53 feet; (5) thence S 00 deg. 5315" W, for 643.19 feet; (6)
thence S 89 deg. 0645" E, for 505.05 feet; thence S 00 deg. 3515"
W, for 133.49 feet; thence N 89 deg. 0645" W, for 418.00 feet;
thence S 22 deg. 0658" W, for 103.85 feet; thence S 30 deg. 0645"
E, for 36.78 feet; thence N 75 deg. 0225" W, for 58.50 feet;
thence 587 deg. 33'49" W, for 129.00 feet; thence N 77 deg.
2611W", for 43.00 feet; thence S 82 deg. 3349" W, for 200.00
feet; thence N 27 deg. 5611" W, for 72.00 feet; thence N 89 deg.
1111" W, for 25.96 feet to the POINT OF BEGINNING.

PARCEL B

A parcel of land lying in the Northeast 1/4 of Section 7,
Township 29 South, Range 15 East, Pinellas County, florida, being
more particularly described as follows:

Commence at the Northeast corner of said Section 7; thence S 00
deg. 3438" W, for 979.41 feet, along the East line of said
Section 7, the same being the centerline of U.S. Highway No. 19;
thence N 89 deg. 0645" W, for 335.76 feet to the POINT OF
BEGINNING; said point also being on the West line of those
certain parcels as described in Official Record Book 4059, Page
1669 and Official Record Book 4963, Page 927 of the Public
Records of Pinellas County, Florida; thence N 00 deg. 5333" E,
for 715.81 feet along said West line to the Southerly right-of-
way line of County Road No. 2 (Northeast Coachman Road); thence S
58 deg. 2140" W, for 485.63 feet, along said Southerly right-of-
way; thence leaving said Southerly right-of-way along the
Easterly and Northerly lines of that certain parcel as described
in Official Record Book 4938, Page 922 of the Public Records of
Pinellas County, Florida by the following six (6) courses:  (1) S
31 deg. 3820" E, for 69.68 feet; (2) S 89 deg. 0645" E, for 21.94
feet, (3) S 00 deg. 5315" W, for 243.94 feet, (4) S 89 deg. 0645"
E, for 200.00 feet, (5) S 00 deg. 5315" W, for 135.00 feet, (6) S
89 deg. 0645" E, for 150.00 feet to the POINT OF BEGINNING.


together with an easement for ingress, egress and access as set
forth in Amended Dedication recorded in Official Record Book
4311, Page 1635, Public Records of Pinnellas County, Florida.
                   LEGAL DESCRIPTION CONTINUED
<PAGE>

<TABLE>
4/12/96                             DECADE PROPERTIES, INC.                             1:19 pm

User:  AMAMI                               Rent Roll                               Page: 

Property:  Town Place Apartments
<CAPTION>
 Unit                                                  Rent Per    Lease      Lease
Reference                             Monthly  Square   Square   Starting     Exp.    Deposits
Number     Name                        Rent     Feet     Foot      Date       Date      Held
<S>      <C>                        <C>         <C>    <C>      <C>          <C>        <C>
39-1     Cox, Dianne                  625.00    1036   7.24/yr   7/01/95     6/30/96    200.00
39-2     Bice, James                  625.00    1036   7.24/yr  10/01/95     6/30/96    200.00
39-3     Troutker, Andrew & Bonnie    630.00    1036   7.36/yr   7/01/95     6/30/96    200.00
39-4     Zargaran, Theresa            655.00    1036   7.59/yr   4/10/96     3/31/97    100.00
39-5     Barr, Michael & Amy          630.00    1036   7.38/yr   9/08/95     8/31/96    300.00
39-6     Vacant                       665.00    1036   7.70/yr                            0.00
39-7     Matula, Leonard & Debra      730.00    1036   8.46/yr   8/26/95     7/31/96    200.00
39-8     Chappell, Brian & Dorothy    645.00    1036   7.47/yr   2/01/96     2/01/96    100.00
39-9     Pethachi,
          Pickappah/Vallianni       1,170.00     836  16.79/yr   4/01/96    10/31/96    200.00
39-10    Podres, Johnny             1,125.00     836  16.15/yr   2/01/96     4/30/96      0.00
39-11    Williams, Keith              580.00     836   8.33/yr   3/01/96     2/28/97    300.00
39-12    Taylor, Patricia             580.00     836   8.33/yr   8/04/95     8/31/96    200.00
39-13    Crisco, Sandra               615.00     836   8.83/yr  11/01/95     5/31/96    200.00
39-14    Bercaw, Lee & Kelly          585.00     836   8.48/yr   1/01/96     7/31/96    300.00
39-15    Sylvia, Raymond & Anita      590.00     836   8.47/yr  11/01/95     6/30/96    375.00
39-16    U.S. Coast Guard             688.00     836   9.76/yr   8/18/95     7/31/96      0.00
39-17    U.S. Coast Guard             530.00     720   8.83/yr   8/08/95     8/31/96      0.00
39-18    Vivekakadan, Rachu akd       500.00     720   8.33/yr  11/01/95     5/31/96    100.00
39-19    Hayes, Catherine             530.00     720   8.83/yr   5/01/95     4/30/96    100.00
39-20    Abdo, Kael & Raida           510.00     720   8.58/yr   9/01/95     8/31/96    100.00
39-21    Zbakic, Edin akd             555.00     720   9.25/yr  10/20/95     9/30/96    200.00
39-22    Littles, Jeanette            500.00     720   8.33/yr   8/01/95     7/31/96    199.00
39-23    Gambert, Allen               525.00     720   8.75/yr   3/01/96     9/30/96    200.00
39-24    Bailey, James                520.00     720   8.67/yr   1/01/96     7/31/96    100.00
39-25    Sabado, Brian                520.00     720   8.67/yr   1/01/96    12/31/96    100.00
39-26    Zukauskas, Robert & Brenda   515.00     720   8.58/yr  12/01/95     8/31/96    250.00
39-27    Jencik, Kimberly             520.00     720   8.67/yr   1/02/96     8/31/96    100.00
39-28    O'Conner, Ann Marie          530.00     720   8.83/yr   2/28/96     2/28/97    350.00
39-29    Fortese, Ben & Holly         535.00     720   8.92/yr   4/01/96     3/31/97    100.00
39-30    Cunningham, Grey and         520.00     720   8.67/yr  11/01/95    10/31/96    200.00
39-31    Northrup, William            460.00     540  10.22/yr   3/01/96     2/28/97    200.00
39-32    Robinson, Matthew &
          Jennifer                    490.00     540  10.89/yr   2/02/96     8/31/96    200.00
39-33    Collazo Esparro, Francisco   460.00     540  10.22/yr   1/04/96     8/31/96    200.00
39-34    Preston, Robert              455.00     540  10.11/yr  11/18/95     5/31/96    200.00
39-35    Moser, Garnett/Carolyn       555.00     720   9.25/yr   1/01/96     1/01/96    200.00
39-36    Daniels, Ronald & Deborah    530.00     720   8.83/yr   4/01/96    12/31/96      0.00
39-37    Lee, Thomas & Laurie         485.00     720   8.08/yr   8/01/95     7/31/96    200.00
39-38    Guinther, Michelle and       510.00     720   8.50/yr   6/07/95     6/30/96    100.00
39-39    Miller, John                 515.00     720   8.58/yr   8/01/95     4/30/96    100.00
39-40    El Makdissi, Elie & Joann    510.00     720   8.58/yr   4/22/95     4/30/96    200.00
39-41    Margraff, Thomas             445.00     540   9.89/yr   5/01/95     4/30/96    200.00
39-42    Hollenberg, Rich             460.00     540  10.22/yr  12/01/95     6/30/96    200.00
39-43    Vacant                       475.00     540                                      0.00
39-44    Hughes, Glenda               460.00     540  10.56/yr   2/01/96     7/31/96    200.00
39-45    Dionne, Gerald               485.00     720   8.08/yr   5/27/95     5/31/96    100.00
39-46    Hollingsworth, Diane         485.00     720   8.08/yr  10/01/95     9/30/96    200.00
39-47    Iuliani, Vincent             500.00     720   8.33/yr   4/01/96     3/31/97    200.00
39-48    Brown, Kevin                 500.00     720   8.33/yr   3/01/96     2/28/97    100.00
39-49    Hall, Mark & Christina       495.00     720   8.25/yr   4/01/96    10/31/96    300.00
39-50    Nunez, Jenny                 500.00     720   8.33/yr  11/03/95     7/31/96    200.00
39-51    Mercier, Alberto and         465.00     540  10.33/yr   1/01/96     8/31/96    200.00
39-52    Vacant                       465.00     540  10.33/yr                            0.00
39-53    Hrinik, Dennis               460.00     540  10.22/yr   1/01/96     6/30/96    200.00
39-54    Bertke, Susan                460.00     540  10.22/yr   1/27/96    12/31/96      0.00
39-55    Klotz, Christopher           515.00     720   8.58/yr   4/01/96    10/31/96    200.00
39-56    Petterson, Mikael & Heidi    500.00     720   8.33/yr   8/01/95     8/01/95    200.00
39-57    Grossmann, Marc and          485.00     720   8.08/yr   8/26/95     7/31/96    200.00
39-58    Holzhauser, Gary Brooks      490.00     720   8.17/yr   1/01/96    12/31/96    200.00
39-59    Ward, Jeffrey                480.00     720   8.08/yr   8/01/95     7/31/96    200.00
39-60    West, Laura                  470.00     720   7.83/yr  10/01/95     9/30/96    300.00
39-61    Miller, David                485.00     720   8.08/yr  12/01/95    11/30/96    200.00
39-62    Hussein, Ahmed               450.00     540  10.00/yr   2/01/96     1/31/97    100.00
39-63    Hoang, VY                    455.00     540  10.11/yr   3/15/95     3/31/96    200.00
39-64    Puente, James and            460.00     540  10.22/yr  12/30/95     9/30/96    100.00
39-65    Skeme, Gail                  510.00     540  11.33/yr   1/01/96     8/31/96    300.00
39-66    Mestor, Tammy                485.00     720   8.08/yr   3/01/96     2/28/97      0.00
39-67    Fischer, Lori                485.00     720   8.08/yr   5/01/95     4/30/96    300.00
39-68    Stanek, Scott & Katherine    500.00     720   8.33/yr   2/01/96    10/31/96    130.00
39-69    Thorne, Elizabeth            485.00     720   8.08/yr   7/01/95     6/30/96    100.00
39-70    Goodman, Garth               500.00     720   8.33/yr  10/08/95     5/31/96    200.00
39-71    McMatt, Bryan                470.00     540  10.44/yr  12/05/95     6/30/96    200.00
39-72    Kern, Kirsten                470.00     540  10.44/yr   3/02/96     9/30/96    200.00
39-73    Engelking, James             455.00     540  10.11/yr   7/18/95     6/30/96    100.00
39-74    Horn, Kristina and           460.00     540  10.22/yr  12/01/95     6/30/96    200.00
39-75    Furlong, Michael             485.00     720   8.08/yr  10/01/95     6/30/96    100.00
39-76    Mromyak, Thomas              545.00     720   9.08/yr   4/01/96     3/31/97    100.00
39-77    Garcia, Ramona               485.00     720   8.08/yr   8/06/95     7/31/96    100.00
39-78    Smith, Walter & Linda        485.00     720   8.08/yr   8/01/95     7/31/96    200.00
39-79    Hull, Christine              485.00     720   8.08/yr   3/01/96     2/28/97    200.00
39-80    Devine, Derek & Marie        515.00     720   8.58/yr   9/07/95     8/31/96    300.00
39-81    Nagel, Mellissa              465.00     540  10.33/yr   1/01/96    12/31/96    300.00
39-82    Ferlito, Jennifer            490.00     540  10.89/yr  12/16/95     6/30/96    200.00
39-83    Couch, Chuck                 465.00     540  10.33/yr   4/01/96    10/31/96    200.00
39-84    Boudrie, Marc and            455.00     540  10.11/yr   4/30/95     4/30/96    100.00
39-85    Salkin, Ruth                 500.00     720   8.33/yr  10/01/95     9/30/96    475.00
39-86    Beckman, Tracy               475.00     540  10.56/yr   4/01/96    10/31/96    300.00
39-87    Grier, Krysta                545.00     720   9.88/yr   3/01/96     3/01/96    200.00
39-88    Panczel, Erika               455.00     540  10.11/yr  10/01/95     4/30/96     99.00
39-89    Dara, Eugene & Rosetta       520.00     720   8.67/yr   4/05/96    10/31/96    300.00
39-90    Padgett, Kim                 460.00     540  10.22/yr   4/01/96     3/31/97    200.00
39-91    Bunning, Michelle            560.00     720   9.33/yr   2/07/96     9/30/96    100.00
39-92    Harris, Rhee                 460.00     540  10.22/yr   2/01/96     1/31/97    200.00
39-93    Albano, Toula and            600.00     836   8.61/yr  10/13/95     4/30/96    200.00
39-94    Duday, Marcia & Nancy        595.00     836   8.54/yr   2/01/96     8/31/96    300.00
39-95    Love, Katherine              605.00     836   8.68/yr   9/01/95     8/31/96    100.00
39-96    Colina, Arnie                590.00     836   8.47/yr   5/05/95     4/30/96    100.00
39-97    Shrewsberry, Mark & Lisa     580.00     836   8.33/yr   1/01/96    12/31/96    350.00
39-98    Vacant                       590.00     836   8.47/yr                            0.00
39-99    Chambers, Kathy              575.00     836   8.25/yr   9/01/95     5/31/96    100.00
39-100   Vacant                       620.00     836   8.98/yr                            0.00
39-101   Martyniak, Mike              645.00    1036   7.47/yr  11/16/95    10/31/96    200.00
39-102   Johnson, Minerya             630.00    1036   7.38/yr   2/01/96    11/30/96    200.00
39-103   McCall, Linda and            660.00    1036   7.64/yr   7/08/95     6/30/96    100.00
39-104   Jones, Judith                655.00    1036   7.59/yr  11/01/95    10/31/96    200.00
39-105   Ridderhoff, Pete & Earleen   625.00    1036   7.24/yr   6/01/95     5/31/96    300.00
39-106   Duncan, Mark and             655.00    1036   7.59/yr   7/01/95     3/31/96    100.00
39-107   Perez, Rosa                  630.00    1036   7.30/yr   7/21/95     4/30/96    200.00
39-108   Quinby, Karin and            655.00    1036   7.59/yr   3/07/95     3/31/96    200.00
39-109   Barrett, Margarette          670.00    1036   7.76/yr  10/14/95     9/30/96    200.00
39-110   House, Deborah               700.00    1036   8.11/yr   3/01/96     9/30/96    300.00
39-111   Vacant                       600.00    1036   7.88/yr                            0.00
39-112   U.S. Coast Guard             730.00    1036   8.46/yr   7/21/95     6/30/96      0.00
39-113   U.S. Coast Guard             730.00    1036   8.46/yr   2/01/96     1/31/97      0.00
39-114   Brewer, Robyn                670.00    1036   7.76/yr   9/20/95     4/30/96    200.00
39-115   Hardin, John                 640.00    1036   7.41/yr   5/01/95     4/30/96    300.00
39-116   Gillespie, Ricky & Pamela    635.00    1036   7.36/yr   6/01/95     7/31/96     99.00
39-117   Takeda, Tokurd & Kathleen    485.00     720   8.08/yr   5/01/95     4/30/96    300.00
39-118   Amrhein, Sigurd              500.00     720   8.33/yr   2/15/96     9/30/96      0.00
39-119   Graham, Linda                500.00     720   8.33/yr   1/01/96    12/31/96    100.00
39-120   Rallo, Ben                   485.00     720   8.08/yr   8/01/95     7/31/96    100.00
39-121   Cucuz, Melissa               500.00     720   8.33/yr   9/01/95     8/31/96      0.00
39-122   Cloud, Tracy                 500.00     720   8.33/yr  12/31/95     8/31/96    100.00
39-123   Lynch, Michael & James       490.00     540  10.89/yr   3/01/96     3/01/96    200.00
39-124   Clark, Tracy                 485.00     540  10.78/yr   8/15/95     7/31/96    200.00
39-125   Lorenzo, Austin              450.00     540  10.00/yr   1/01/96    12/31/96    200.00
39-126   Kody, Mike                   460.00     540  10.22/yr   4/01/96     4/01/96    200.00
39-127   Young, David & Shelba        495.00     720   8.25/yr  12/01/95     6/30/96    200.00
39-128   Dalton, Russell              515.00     720   8.58/yr   4/01/96     3/31/97    200.00
39-129   Nokks, Susan                 515.00     720   8.58/yr   3/01/96    11/30/96    200.00
39-130   Wong, Seng and               500.00     720   8.33/yr   9/15/95     4/30/96    150.00
39-131   Weston, James                485.00     720   8.08/yr   5/01/95     4/30/96    200.00
39-132   Vacant                       515.00     720   8.58/yr                            0.00
39-133   Hatcher, Argie               470.00     540  10.44/yr  11/01/95    10/31/96      0.00
39-134   Korizzo, Joanne              460.00     540  10.22/yr   2/01/96     8/31/96    200.00
39-135   Getgen, Daniel               465.00     540  10.33/yr   1/01/96    12/31/96    200.00
39-136   Galle, Bruce                 450.00     540  10.00/yr  11/01/95    10/31/96    100.00
39-137   Hill, Judith                 640.00    1036   7.41/yr  10/01/95     9/30/96    250.00
39-138   Powell, Kimberly and         655.00    1036   7.59/yr   6/16/95     5/31/96    100.00
39-139   Dewitt, Monica               650.00    1036   7.53/yr   6/01/95     5/31/96    250.00
39-140   Sharp, William & Terri       655.00    1036   7.59/yr   7/02/95     6/30/96    100.00
39-141   Danahy, Rafael and           650.00    1036   7.53/yr  10/01/95     4/30/96    100.00
39-142   Vacant                       655.00    1036   7.59/yr                            0.00
39-143   U.S. Coast Guard             730.00    1036   8.46/yr   1/05/96     6/30/96      0.00
39-144   Holter, Michael and          645.00    1036   7.47/yr   9/01/95     8/31/96    200.00
39-145   Schoeck, Lane                650.00    1036   7.53/yr   7/01/95     6/30/96    100.00
39-146   Feeney, Kevin                655.00    1036   7.59/yr   4/07/95     4/30/96    200.00
39-147   Discioscia, Joann and        655.00    1036   7.59/yr   7/01/95     6/30/96    100.00
39-148   Traci, Louis                 675.00    1036   7.82/yr   4/01/96    10/31/96    200.00
39-149   Unansky, Elaine              660.00    1036   7.64/yr   1/01/96    12/31/96    300.00
39-150   Mabee, Richard               670.00    1036   7.76/yr   4/01/96     3/31/97    200.00
39-151   Aqliano, Ruth and            625.00    1036   7.24/yr   7/01/95     6/30/96    175.00
39-152   Crawford, Lon                655.00    1036   7.59/yr   8/29/95     7/31/96    100.00
39-153   U.S. Coast Guard             730.00    1036   8.46/yr   6/30/95     6/30/96      0.00
39-154   Coyle, Tim and               670.00    1036   7.76/yr   4/01/96     4/01/96    200.00
39-155   U.S. Coast Guard             730.00    1036   8.46/yr   9/15/95     8/31/96      0.00
39-156   Miller, David                700.00    1036   8.11/yr   5/01/95     4/30/96      0.00
39-157   Vacant                       655.00    1036   7.59/yr                            0.00
39-158   Vacant                       650.00    1036   7.53/yr                            0.00
39-159   O'Connor, Tim & Angela       640.00    1036   7.41/yr   7/01/95     6/30/96    300.00
39-160   Vacant                       685.00    1036   7.81/yr                            0.00
39-161   Drayton, Dan                 650.00    1036   7.53/yr  12/01/95     6/30/96    200.00
39-162   Setzer, Deborah and          655.00    1036   7.59/yr   9/01/95     8/31/96    100.00
39-163   Morrison, Scott and          675.00    1036   7.82/yr   4/01/96    10/31/96    300.00
39-164   Shill, Tom & Teresa          650.00    1036   7.53/yr   8/01/95     7/31/96    100.00
39-165   Stone, Rick & Shirley        655.00    1036   7.59/yr   6/23/95     5/31/96    100.00
39-166   Shaw, John & Joellen         670.00    1036   7.76/yr  11/09/95     5/31/96    350.00
39-167   Trevino, Sheila              650.00    1036   7.53/yr  11/01/95    10/31/96    350.00
39-168   Vacant                       645.00    1036   7.47/yr                            0.00
39-169   West, Thomas                 620.00     836   8.98/yr   3/25/96    10/31/96      0.00
39-170   U.S. Coast Guard             710.00     836  10.19/yr  12/12/95    11/30/96      0.00
39-171   Dodge, Christine and         620.00     836   8.98/yr   7/01/95     6/30/96    100.00
39-172   Werner, Marianne             580.00     836   8.33/yr   5/01/95     4/30/96    250.00
39-173   Bryant, Ken                  600.00     836   8.61/yr  11/01/95     8/31/96     99.00
39-174   Porras, Melba                640.00     836   9.19/yr  12/01/95    11/30/96    200.00
39-175   Lang, Judith                 595.00     836   8.54/yr   9/01/95     5/31/96    200.00
39-176   Oaks, Renee                  685.00     836   8.68/yr  12/01/95    12/01/95    200.00
39-177   Camillo, Albert              590.00     836   8.47/yr   4/10/95     4/30/96    200.00
39-178   Trapano, Vincent and         595.00     836   8.54/yr  11/01/95    10/31/96    100.00
39-179   Sharp, Hassan & Christina    585.00     836   8.40/yr   3/01/96     3/01/96    100.00
39-180   White, Lisa and              620.00     836   8.98/yr   8/25/95     7/31/96    200.00
39-181   Barker, Ross & Kristine      590.00     836   8.47/yr   6/01/95     5/31/96    200.00
39-182   Kozer, Blair                 610.00     836   8.76/yr  11/24/95     7/31/96    300.00
39-183   Hess, Debra                  590.00     836   8.47/yr   3/01/96     3/01/96    100.00
39-184   Bowman, Heidi                590.00     836   8.47/yr   9/18/95     8/31/96    200.00
39-185   Vacant                       545.00    1036   6.31/yr                            0.00
39-186   Falk, Jennifer and           660.00    1036   7.64/yr   9/01/95     3/31/96    200.00
39-187   Ekeberg, Kristin and         655.00    1036   7.59/yr   9/08/95     5/31/96    300.00
39-188   Colina, Ricardo & Lucy       700.00    1036   8.11/yr   1/06/96     7/31/96    200.00
39-189   Dubendorfer, Dorothea        670.00    1036   7.76/yr   2/01/96     1/31/97    200.00
39-190   Hobbs, Timothy               670.00    1036   7.76/yr   1/01/96     6/30/96      0.00
39-191   Vandervelde, Hendrick        660.00    1036   7.64/yr  12/01/95    11/30/96    200.00
39-192   Grosbeck, John and           655.00    1036   7.59/yr   4/01/96     4/01/96    200.00
39-193   U.S. Coast Guard             730.00    1036   8.46/yr   2/01/96     1/31/97      0.00
39-194   U.S. Coast Guard             730.00    1036   8.46/yr   3/01/96     2/28/97    300.00
39-195   Francis, Gerald & Laverda    650.00    1036   7.53/yr  10/01/95     9/30/96    300.00
39-196   Cribbs, William              735.00    1036   8.51/yr   4/01/96     4/01/96    200.00
39-197   Ridgeway, Ronnie & Cathy     785.00    1036   8.17/yr   3/01/96     3/01/96    200.00
39-198   Davis, Reynaldo & Sandra     655.00    1036   7.59/yr  10/01/95     9/30/96    200.00
39-199   Whitehurst, Calvin &
          Elizabeth                   650.00    1036   7.53/yr   8/01/95     7/31/96    200.00
39-200   Jardin, Fernando (63)        665.00    1036   7.78/yr  11/01/95    10/31/96    100.00
39-201   Whoolery, Kathy              535.00     720   8.92/yr   2/01/96     8/31/96    200.00
39-202   Dobbs, Meredith              535.00     720   8.92/yr   7/08/95     6/30/96    200.00
39-203   Palmer, Alice                528.00     720   8.67/yr   7/01/95     6/30/96    200.00
39-204   Rebokus, Elsie               545.00     720   9.18/yr   4/01/96    12/31/96    200.00
39-205   Kalteux, Carolyn and         540.00     720   9.00/yr   8/01/95     7/31/96    100.00
39-206   Dancey, David                540.00     720   9.00/yr   3/01/96     9/30/96    100.00
39-207   Dupras, Dinah                540.00     720   9.00/yr   4/05/96    11/30/96    200.00
39-208   Grant, Jim                   535.00     720   8.92/yr   2/01/96     1/31/97    100.00
39-209   Harrington, David & Gwen     685.00    1036   7.93/yr   5/06/95     4/30/96    300.00
39-210   Fachtmann, Richard           730.00    1036   8.46/yr  11/13/95     5/31/96    200.00
39-211   Kline, David                 685.00    1036   7.93/yr   3/01/96    10/31/96    100.00
39-212   Wendt, Ellen and             700.00    1036   8.11/yr  10/01/95     4/30/96    200.00
39-213   Murren, Thomas               685.00    1036   7.93/yr   2/01/96     1/31/97    100.00
39-214   Handy, Rodney & Carolyn      680.00    1036   7.88/yr   5/01/95     4/30/96    100.00
39-215   Kaits, Diana                 720.00    1036   8.34/yr   3/25/95     3/31/96    200.00
39-216   Hamel, Vicki and             685.00    1036   7.93/yr   4/07/95     4/30/96    200.00
39-217   Sharp, Adam                  725.00    1036   8.41/yr   7/01/95      7/1/95    200.00
39-218   Rosati, Guy                  685.00    1036   7.93/yr   3/01/96    10/31/96    100.00
39-219   Plager, Alan & Sandy         685.00    1036   7.93/yr   8/01/95     7/31/96    100.00
39-220   Lovetere, Francis and        688.00    1036   7.88/yr   7/01/95     6/30/96    200.00
39-221   Tobin, Lana and              688.00    1036   7.88/yr   3/01/96    10/31/96    300.00
39-222   Steffy, Suzanne              685.00    1036   7.93/yr   8/15/95     7/31/96    200.00
39-223   Toro, William and            655.00    1036   7.59/yr  11/01/95     7/31/96    200.00
39-224   McEuew, Kim and              685.00    1036   7.93/yr   4/27/95     4/30/96    100.00
39-225   Uhrin, Michael and           535.00     720   8.92/yr   2/10/96     1/31/97      0.00
39-226   Schrier, Gladys              585.00     720   8.42/yr   4/01/96     3/31/97    300.00
39-227   Tripp, David                 525.00     720   8.75/yr  12/05/95     7/31/96    200.00
39-228   Turner, Kathleen             525.00     720   8.75/yr  10/06/95     9/30/96    250.00
39-229   Gray, Frederick              525.00     720   8.75/yr  11/11/95    10/31/96    200.00
39-230   Larson, Brian and            535.00     720   8.92/yr   8/01/95     4/30/96    250.00
39-231   Stuhner, Susan               555.00     720   9.25/yr   5/20/95     5/31/96    100.00
39-232   Diamond, Jeff                525.00     720   8.75/yr  12/04/95    11/30/96    200.00
39-233   Wooldridge, Edward & Alice   655.00    1036   7.59/yr   4/01/96     3/31/97    100.00
39-234   Galloway, Dawn and           655.00    1036   7.59/yr   7/15/95     6/30/96    200.00
39-235   Warren, Chris & Kimothy      650.00    1036   7.53/yr   9/01/95     8/31/96    100.00
39-236   Crehey, Philip               645.00    1036   7.47/yr  11/01/95    10/31/96    250.00
39-237   Jacquette, Michael           650.00    1036   7.53/yr   8/01/95     4/30/96    150.00
39-238   Bellville, Denise            650.00    1036   7.53/yr   7/01/95     7/01/95    175.00
39-239   Walton, Scott & Laurie       680.00    1036   7.88/yr   4/01/96     3/31/97    300.00
39-240   Fournier, Joyce              645.00    1036   7.47/yr   7/01/95     6/30/96    300.00
</TABLE>

<PAGE>



PROPERTY TOTALS:

                                    -Percentage of Occupied Units-
Total Occupied Rents   132,280.00   Total Occupied Units          227
Total Vacant Rents       7,765.00   Total Vacant Units             13
Total Gross Rents      140,045.00   Total Units                   240
Total Square Footage   208,368.00   Percentage Occupied           95%
Average Rent/Sq. Ft. /Yr.    8.39   -Percentage of Occupied Sq. Feet-
Average Rent/Sq. Ft. /Mth    8.70   Total Occupied Sq. Feet188,688.00
Total Security Deposits 39,376.00   Total Vacant Sq. Feet   11,760.00
                                    Total Square Footage   200,368.00
                                    Percentage Occupied           94%

<PAGE>

OPERATING STATEMENTS - TOWN PLACE APARTMENTS

INCOME                               1992          1993          1994

Gross Potential Rent            1,506,787     1,540,845     1,581,531
  Less:  Vacancy                 (73,580)      (73,174)     (103,575)

Net Rental Income               1,433,217     1,487,771     1,477,956

  Late Charges                      5,281         4,723         4,988
  Laundry & Misc. Income           17,194        20,092        15,002

Total Service & Misc. Income       22,475        24,815        22,990

TOTAL INCOME                    1,455,092     1,492,588     1,500,948

EXPENSES

  On-Site Management               67,829        58,495        68,088
  Maintenance                      48,115        48,254        47,074
  Cleaning                         12,966        13,947        14,476
  Grounds                          15,269        17,873        14,642

Total Personnel                   144,181       148,372       144,278
  Telephone, Mileage & Postage      4,290         8,054         8,228
  Miscellaneous                     3,663         4,501         3,991

Total Office                        7,853        10,555        10,219
  Newspapers                        2,353         2,427           585
  Apartment Guides & Other         14,515        11,740        10,706

Total Adv. & Marketing             16,878        14,167        11,291

  Painter                          13,485        12,200        13,662
  Carpet Shampooing                 5,535         2,885         2,883
  Cleaning                                          500           830

Total Outside Contractors          19,020        15,605        16,875
  Pest Control                      4,259         8,807         7,838
  Rubbish                          25,385        30,834        27,792

Total Building Services            29,644        38,741        35,525
  Maintenance Supplies              9,797        12,387        12,466
  Cleaning Supplies                 1,211         1,480         1,081

Total Supplies                     11,008        13,847        13,547

  Gas                               2,438         2,380         1,914
  Electric                         25,870        28,197        32,312
  Sewer and Water                  80,413        73,955        73,004

Total Utilities                   108,719       104,545       107,230

  Lawn Mowing Contract             29,400        28,400        34,468
  Misc. Grounds                    11,220        11,511         6,219

Total Grounds                      40,620        40,911        40,687


  Property Management Fee          71,661        73,389        78,047
  Taxes                           188,370       165,835       173,657
  Insurance                        17,529        17,818        18,082

Total Fixed Expenses              257,566       257,042       261,788

TOTAL EXPENSES                    635,589       643,076       841,541

NET OPERATING INCOME              820,103       849,511       859,405

<PAGE>


GROSS POTENTAL RENT                                  6,616,857 
LESS:  VACANCY                                        (187.617)
LATE CHARGES                                             4.181 
LAUNDRY AND MISCELLANEOUS INCOME                        41.881 

TOTAL INCOME                                         1.554.502 

EXPENSES
     ON-SITE                                            68.414 
     MAINTENANCE MANAGEMENT/REPAIR                      48.889 
     CLEANING & OTHER                                   13.270 
     GROUNDS/SHOW & OTHER                               14.875 

TOTAL PERSONNEL                                        144.569 

     TELEPHONE                                           3.781 
     POSTAGE                                             1.827 
     DUES, FEES LICENSES                                 1.338 
     OFFICE EQUIPMENT & OTHER                            7.273 

TOTAL OFFICE                                            13.389 

     APARTMENT GUIDES & OTHER                            5.688 
     PUBLIC RELATIONS                                    6.268 
     LEASE RENEWAL INCENTIVES & OTHER                       94 

TOTAL ADV. & MARKETING                                  11.962 

     PLUMBING                                            1.352 
     PAINTER                                            15.459 
     CARPET SHAMPOOING/REPAIR                            6.041 
     DRYWALL/CARPENTRY & OTHER                           3.013 

TOTAL OUTSIDE CONTRACTORS                               25.865 

     PEST CONTROL                                        5,568 
     RUBBISH                                            26.934 
     FIRE EXTINGUISHERS                                  2.866 
     FURNITURE RENTAL & OTHER                            2.149 

TOTAL BUILDING SERVICES                                 36,709 

     PAINT                                                5.14 
     MAINTENANCE SUPPLIES                                12.32 
     A/C AND APPLIANCE PARTS                              4.74 
     CLEANING SUPPLIES & OTHER                            1.86 

TOTAL SUPPLIES                                          24.065 

     GAS                                                 2.146 
     ELECTRIC                                           32.528 
     SEWER AND WATER                                    67.673 

TOTAL UTILITIES                                        102.347 

     LAWN MOWING CONTRACT                               32.888 
     FERTILIZER & MULCH                                  4.892 
     EQUIPMENT SERVICE & PARTS                           1.872 
     POOL CHEMICALS, REPAIRS & OTHER                     7.681 

TOTAL GROUNDS                                           46.525 

     PROPERTY MANAGEMENT FEE                            77.725 
     TAXES                                             177.686 
     INSURANCE                                          34.638 

TOTAL FIXED EXPENSES                                   285.849 

CAPITALIZED REPLACEMENTS/REPAIRS                        46.635 

TOTAL EXPENSES                                         737.115 

NET OPERATING INCOME                                   817.387 


<PAGE>

Sec. 135.076             CLEARWATER CODE
        Division 12.  Planned Development District (PD)
Sec. 135.076.  General description.
     This district is created to provide an alternate method of
land development not available within the framework of the other
zoning districts.  Specifically, this zone classification may be
assigned to land which is to be developed utilizing innovative
design techniques not made possible through the structure of the
other zoning districts for the purpose of achieving one or more
of the following development objectives:
     (1)  To preserve or be otherwise sensitive to significant
          environmental or topographical features which exist on
          the site.
     (2)  To accommodate a mixture of uses on a single parcel of
          land made internally and externally compatible through
          use limitations, sign control, building orientation,
          buffering, or other techniques which may be appropriate
          to a particular development proposal.
     (3)  To accommodate a juxtapositioning of buildings with
          exceptional setback or separation distances made
          internally and externally compatible through strategic
          landscape and spatial design.
     (4)  To accommodate a comprehensively planned and phased
          redevelopment project involving multiple ownerships
          which provides for interrelated uses, circulation
          patterns (both vehicular and pedestrian), building
          orientations, parking areas, architectural motifs,
          signs, open spaces, vistas, amenity areas and like
          features which positively contribute to the area being
          redeveloped and the city.
All land assigned this zoning will require site plan approval by
the city commission in accord with the provisions contained in
chapter 137, "Administration and Enforcement," of this
development code, section 137.010.  Such site plan shall be
reviewed by the city commission in conjunction with any
application for planned development district zoning or rezoning
and all development shall occur consistent with that site plan as
approved by the commission or subsequently amended consistent
with the provisions for amendment contained in chapter 137. (Ord.
No. 4035, Sec. 2, 8-29-85)
Sec. 135.077.  Subdistricts.
     The planned development district shall be comprised of the
following six (6) subdistricts, the preferred land use in each
implied by the subdistrict title:
     (1)  Residential Planned Development District (RPD).
     (2)  Office Planned Development District (OPD).
     (3)  Commercial Planned Development District (CPD).
     (4)  Industrial Planned Development District (IPD).
     (5)  Recreational Planned Development District (RecPD).
     (6)  Clearwater Beach Planned Development District (CBPD).
          (Ord. No. 4035, Sec. 2, 8-29-85)
<PAGE>

                      LAND DEVELOPMENT CODE          Sec. 135.080
Sec. 135.078.  Establishment/contraction.
     It is intended that four (4) acres or more be provided to
establish a new Residential, Office, Commercial, Industrial or
Clearwater Beach Planned Development District and that fifty (50)
acres or more be provided to establish a Recreational Planned
Development District, unless legislatively (by ordinance)
determined by the city commission to be in the public interest. 
Furthermore, it is intended that no existing Residential, Office,
Commercial, Industrial or Clearwater Beach Planned Development
District be contracted to an area of less than four (4) acres,
and that no existing Recreational Planned Development District be
contracted to an area of less than fifty (50) acres, unless the
city commission legislatively (by ordinance) determines that a
reduced area is in the public interest. (Ord. No. 4035, Sec. 2,
8-29-85)
Sec. 135.079.  Permitted uses.
     Within each of the subdistricts of the Planned Development
District, only the following uses may be permitted and all
require city commission approval in conjunction with site plan
approval:
     (1)  Residential Planned Development District:  Any single
          or combination of residential uses identified as
          permitted in the residential zoning districts contained
          in this chapter.
     (2)  Office Planned Development District:  Any single or
          combination of uses identified as permitted in the
          office or residential zoning districts contained in
          this chapter.
     (3)  Commercial Planned Development District:  Any single or
          combination of uses identified as permitted in the
          commercial, office or residential zoning districts
          contained in this chapter.

     (4)  Industrial Planned Development District:  Any single or
          combination of uses identified as permitted in the
          Limited Industrial District or any commercial zoning
          district contained in this chapter.
     (5)  Recreational Planned Development District:  Any single
          or combination of uses identified as permitted in the
          Open Space/Recreation District, plus, retail sales and
          restaurants which are integral to and limited in size
          and scope so as to complement the recreation use which
          they directly serve.
     (6)  Clearwater Beach Planned Development District:  Any
          combination of tourist-oriented hotel, motel,
          restaurant, retail, service, entertainment and/or
          office uses.
Any use proposed for a particular subdistrict of the Planned
Development District must be clearly and specifically identified
on the accompanying site plan to be deemed permitted.  (Ord. No.
4035, Sec. 2, 8-29-85)
Sec. 135.080.  Conditional uses.
     Within each of the subdistricts of the Planned Development
District, the following uses may be permitted as conditional
uses:
                         CLEARWATER CODE
     (1)  Residential Planned Development District:  Any single
          or combination of uses identified as conditional in the
          residential zoning districts contained in this chapter.
     (2)  Office Planned Development District:  Any single or
          combination of uses identified as conditional in the
          office or residential zoning districts contained in
          this chapter.
     (3)  Commercial Planned Development District:  Any single or
          combination of uses identified as conditional in the
          commercial, office or residential zoning districts
          contained in this chapter.
     (4)  Industrial Planned Development District:  Any single or
          combination of uses identified as conditional in the
          Limited Industrial District or any commercial district
          contained in this chapter.
     (5)  Recreational Planned Development District:  Only
          alcoholic beverage sales (consumption on premises) may
          be considered as a conditional use and only where such
          use is integral to and limited in size and scope so as
          to complement the recreation use which it directly
          serves.
     (6)  Clearwater Beach Planned Development District:  Any
          single or combination of uses identified in the
          commercial zoning districts contained in this chapter. 
          (Ord. No. 4035, Sec. 2, 8-29-85)
Sec. 135.081.  Use limitations.
     All uses, whether permitted, conditional or nonconforming,
shall be conducted in consonance with the use standards contained
in chapter 136, section 136.005.  (Ord. No. 4035, Sec. 2, 8-29-
85)
Sect. 135.082.  Dimensional and numerical development
requirements.
     The following dimensional and numerical development
requirement shall apply to all development within Planned
Development Districts:
     (1)  Maximum density:  Twenty-eight (28) dwelling units or
          forty-two (42) hotel/motel units per net acre.  (Ord.
          No. 4035, Sec. 2, 8-29-85)
<PAGE>

Sec. 135.080             CLEARWATER CODE
           Division 13.  Limited Office District (OL)
Sec. 135.083.  General description.
     This district is created to provide a professional office
district compatible with neighborhood land uses through the
utilization of restrictive building heights, setbacks and lot
coverage.  Actual site development is to have particular emphasis
on landscaping, buffering and architecture in order to preserve
neighborhood integrity and consistency.  (Ord. No. 4035, Sec. 2,
8-29-85)
<PAGE>

                      LAND DEVELOPMENT CODE          Sec. 135.087
Sec. 135.084.  Establishment/contraction.
     It is intended that two (2) acres or more be provided to
establish a new Limited Office District and that no existing
Limited Office District be contracted to an area of less than two
(2) acres, unless the city commission legislatively (by
ordinance) determines that a reduced area is in the public
interest.  (Ord. No. 4035, Sec. 2, 8-29-85)
Sec. 135.085.  Permitted uses.
     Within Limited Office Districts, only the following uses
(and structures designed for such uses) shall be permitted:
     (1)  Business/professional offices.
     (2)  Funeral homes.
     (3)  Multiple-family dwellings.
     (4)  Townhouses.
     (5)  Three-family dwellings.
     (6)  Two-family dwellings.
     (7)  Detached single-family dwellings.
     (8)  Family care.
     (9)  Accessory uses.  (Ord. No. 4035, Sec. 2, 8-29-85)
Sec. 135.086.  Conditional uses.
     Within Limited Office Districts, the following uses may be
permitted as conditional uses:
     (1)  Veterinary offices.
     (2)  Level I group care.
     (3)  Level II group care.
     (4)  Level III group care.
     (5)  Congregate care.
     (6)  Nursing homes.
     (7)  Child day care.  (Ord. No. 4035, Sec. 2, 8-29-85)
Sec. 135.087.  Use limitations.
     (a)  Multiple-family dwellings shall be governed by the
          dimensional and numerical development requirements of
          the Multiple-Family Residential "Sixteen" District
          contained in section 135.051 of this chapter.
     (b)  Townhouses shall be governed by the dimensional and
          numerical development requirements contained in chapter
          136, section 136.012.
     (c)  Three-family dwellings shall be governed by the
          dimensional and numerical development requirements of
          the Multiple-Family Residential "Twelve" District
          contained in section 135.044 of this chapter.
     (d)  Two-family dwellings shall be governed by the
          dimensional and numerical development requirements of
          the Multiple-Family Residential "Twelve" District
          contained in section 135.043 of this chapter.
     (e)  Detached single-family dwellings shall be governed by
          the dimensional and numerical development requirements
          of the Single-Family Residential "Eight" District
          contained in section 135.029 of this chapter.
     (f)  Family, group and congregate care facilities shall
          comply with all terms contained in chapter 136, section
          136.020.
     (g)  Nursing homes shall have a maximum density of sixteen
          (16) units per net acre.
     (h)  Accessory uses shall comply with all terms contained in
          chapter 136, section 136.008.
     (i)  All uses, whether permitted, conditional or
          nonconforming, shall be conducted in consonance with
          the use standards contained in chapter 136, section
          136.005.  (Ord. No. 4035, Sec. 2, 8-29-85)
<PAGE>

                      LAND DEVELOPMENT CODE          Sec. 135.088
Sec. 134.088.  Dimensional and numerical development
requirements.
     The following dimensional and numerical requirements shall
apply to development within Limited Office Districts not
expressly regulated elsewhere:
     (1)  Minimum lot area:  Six thousand (6,000) square feet.
     (2)  Minimum lot width at setback line:  Sixty (60) feet.
     (3)  Minimum lot depth:  Eighty-five (85) feet.
     (4)  Minimum setbacks:  Structures shall be afforded
          setbacks which measure not less than hereinafter
          referenced nor less than any higher standard which may
          be applicable to a particular property in accord with
          the uniform development regulations contained in
          chapter 136.
          a.   Principal and accessory structures:
               1.   From a street right-of-way:  Twenty-five (25)
                    feet
               2.   From a side property line:  Ten (10) feet.
               3.   From a rear property line:  Fifteen (15)
                    feet.
          b.   Reserved.
     (5)  Maximum height:  Twenty-five (25) feet; except that
          such height limitation shall, where applicable, be
          increased or reduced in accord with the height bonus
          provisions, airport restrictions, and other regulations
          contained in chapter 136, section 136.004.
     (6)  Minimum open space:
          a.   For the lot:  Thirty (30) percent of the lot area.
          b.   For the front yard:  Fifty-five (55) percent of
               the front yard area.
     (7)  Maximum floor area ratio:  Three-tenths (0.3).
     (8)  Minimum building separation distance within a
          development:  Each building within a development shall
          be separated from each other building within the same
          development by a distance equal to fifty (50) percent
          of the sum of the heights of such two (2) adjacent
          buildings, but in no case shall the separation distance
          be less than twenty (20) feet.
     (9)  Maximum building coverage:  Thirty (30) percent.  (Ord.
          No. 4035, Sec. 2, 8-29-85)
           Division 14.  General Office District (OG)
Sec. 135.089.  General description.
     This district is created to provide a general business
office district compatible with other highway-oriented land uses
in terms of building height, mass and setbacks.  Site development
shall be particularly sensitive to limiting points of access to
the highway, coordinating on-site vehicular and pedestrian
circulation, and enhancing the view corridor along the highway
through the provision of landscaping and open space.  (Ord. No.
4035, Sec. 2, 8-29-85)
<PAGE>

Sec. 135.076         LAND DEVELOOPMENT CODE          Sec. 135.092
Sec. 135.090.  Establishment/contraction.

     It is intended that two (2) acres or more be provided to
establish a new General Office District and that no existing
General Office District be contracted to an area of less than two
(2) acres, unless the city commission legislatively (by
ordinance) determines that a reduced area is in the public
interest.  (Ord. No. 4035, Sec. 2, 8-29-85)
Sec. 135.091.  Permitted uses.
     Within General Office Districts, only the following uses
(and structures designed for such uses) shall be permitted:
     (1)  Business/professional offices.
     (2)  Medical clinic or laboratory.
     (3)  Snack bar or luncheonette.
     (4)  Accessory uses.  (Ord. No. 4035, Sec. 2, 8-29-85)
Sec. 135.092.  Conditional uses.
     Within General Office Districts, the following uses may be
permitted as conditional uses:
     (1)  Veterinary offices.
     (2)  Nursing homes. (Ord. No. 4035, Sec. 2, 8-29-85)
<PAGE>

                   APPRAISAL ENGAGEMENT LETTER

RIGGINS, ATKINSON, COMBS & ASSOCIATES, INC.  APRIL 9, 1996
Appraiser's Name                             Date

18850 U.S. Highway 19 North, Suite 525       (818)-530-9793
Address                                      Phone

Clearwater, Florida  34624                   Ref. #_________

2545 COACHMAN ROAD N.E., CLEARWATER
Subject property address

TOWN PLACE APARTMENTS
Name or description of site


Republic Bank welcomes the opportunity for you to provide an MAI
Appraisal for our customer.  Be advised that our contract for
services is specifically with you as an individual, NOT others in
your firm who may assist in the preparation of this report.  As
such, you are required to sign this engagement letter and the
appraisal reports as the primary appraiser.  Your signature on
this engagement letter returned to Republic Bank, a copy of which
is to be included within the addendum of the appraisal report,
specifically acknowledged that you have no financial or other
interest in the property to be appraised or relationships with
the potential borrower which might cause a conflict of interest
or otherwise influence your value estimate.


 X     The legal description of the subject property is attached.

 X     In order to access the property, contact:

       Wayne Shaw --- Phone # (813)-595-9484

Please complete:  Cost $4,500.00.

Completion date:  April 24, 1996

Please confirm your engagement to appraise the above subject by
signing this engagement letter and transmit by facsimile to
(813) 823-6529 to the attention of Terry K. Rush

THE TERMS OF THE AGREEMENT AND THE
APPRAISAL STANDARDS WERE RECEIVED BY ME.
THESE ARE FOR SUBJECT REAL ESTATE.


Signature:                                     Date:________

Name of Appraisal Firm:  _______________________________________
<PAGE>

                   Robert E. Riggins, SRA, MAI

Education:

Memphis State University - Master of Science Degree (1980): 
Major - Real Estate Finance; Minor - Economics.

Memphis State University - Bachelor of Business Administration
Degree (1970):  Major - Economics; Minor - Accounting

Courses:  American Institute of Real Estate Appraisers (AIREA):

     I-A  -    Basic Appraisal Principles, Methods and Techniques
     I-B  -    Capitalization Theory and Techniques
     II   -    Urban Properties
     VI   -    Real Estate Investment Analysis
     IX   -    Appraisal Administration and Review
     IV   -    Litigation Valuation

Courses:  Appraisal Institute

     Standards of Professional Practice, Parts A & B
     Capitalization Theory, Part B
     Uniform Residential Appraisal Report

Seminars:

     Statistics in Real Estate (AIREA)
     Multifamily Appraisal Seminar (SREA)
     Investment Feasibility Analysis (SREA)
     Market and Marketability Analysis (SREA)
     Cash Flow and Risk Analysis (SREA)
     Instructor - Single Family Underwriting Seminar (MBA)
     FHLBB - R-41(c) Seminar (AIREA)
     Standards of Professional Practice (SREA)
     New URAR Appraisal Report (Appraisal Institute) 1993
     USPAP "Core" Law
     HUD Lender Selection Roster Appraiser Training (11/94)

Professional Affiliations:

Member of the Appraisal Institute, MAI Designation #6123.

Past President and Member of the Board of Directors, Memphis
Chapter #53 of the Society of Real Estate Appraisers.

Past Chairman of the Educational Committee and Candidates
Committee, Memphis Chapter #51 of the American Institute of Real
Estate Appraisers.

Board of Directors of the Tampa Bay Chapter of the Appraisal
Institute.

Beta Sigma Phi, National Honorary Scholastic Fraternity.

Member - FNMA Condominium Task Force.

Experience:

President, RIGGINS, ATKINSON, COMBS & ASSOCIATES, INC. (1994-
Present)

Senior Vice President and Regional Manager, Commercial Real
Estate Appraisals, AppraisalFirst, Inc. (1990-1994).

Vice President and Regional Manager, Commercial Real Estate
Appraisals, AppraisalFirst, Inc. (1987-1990).

Regional Manager, Commercial Real Estate Appraisals, AmeriFirst
Appraisal Company (1985-1987).

Senior Vice President, Construction and Commercial Lending,
Banksmiths Mortgage Corporation (1984-1985).

Senior Vice President, Chief Appraiser, Citizens Mortgage
Corporation (1983-1984)

Vice President, Commercial Lending and Commercial Appraisal
Departments, Leader Federal Savings and Loan Association (1972-
1983).


Licenses:

Licensed Real Estate Broker, State of Florida.
State Certified, General Appraiser # 0000605

The Appraisal Institute conducts a program of continuing
education for designated members.  Designated members who meet
the minimum standards of this program are awarded periodic
educational certification.  Robert E. Riggins is currently
certified under this program.


<PAGE>

                    William W. Atkinson, MAI

Education:

Florida State University 1986, Tallahassee, Florida, Bachelor of
Science Degree in Finance and Real Estate.  Minor in Accounting.

Courses:  

     Florida State University:
     Real Estate Feasibility Analysis
     Real Estate Principles and Practices
     Real Estate and its Legal Environment
     Real Estate Appraisal
     Real Estate Market Analysis
     Real Estate Finance

     Appraisal Institute
     Standards of Professional Practice SPP, Part A (9/94)
     Standards of Professional Practice SPP, Part B (9/94)
     Real Estate Appraisal Principles 1A1 (10/89)
     Basic Valuation Procedures 1A2 (3/90)
     Capitalization Theory and Techniques, Part A 1BA (3/91)
     Capitalization Theory and Techniques, Part A 1BB (6/91)
     Case Studies in Real Estate Valuation (11/92)
     Report Writing and Valuation Analysis (6/93)
     Non-Residential Demonstration Report (10/94)
     The Appraiser's Complete Review (2/95)
     Comprehensive Exam (2/95)

Seminars:

     Appraisal Institute
     Demonstration Non-Residential Report Writing (3/94)
     USPAP "Core" Law (6/94)
     U.S. Department of Housing & Urban Development)
     HUD Lender Selection Roster Appraiser Training (11/94)


Professional Affiliations:

Member of the Appraisal Institute, MAI Designation #10.975


Experience:

Vice President, RIGGINS, ATKINSON, COMBS & ASSOCIATES, INC.
(1994-Present)

Staff Appraiser, Residential and Commercial Division -
AppraisalFirst, Inc., Clearwater, Florida.  (1987-1994)

Staff Appraiser, Residential Division - AmeriFirst Appraisal
Company, Clearwater, Florida.  (1986-1987)


License:

Licensed Real Estate Broker - State of Florida.
State-certified general appraiser #0001221




<PAGE>

Annex D:  Opinion of The Valuations Group


                     [The Valuations Group]


October 7, 1996



Decade Companies, General Partner
Decade Companies Income Properties
Brookfield Lakes Corporate Center
250 Patrick Blvd, Suite 140
Brookfield, WI 53045


Gentlemen:

You have requested our opinion as to the fairness to the holders
of limited partnership interests in the Decade Companies Income
Partnership (the "Partnership") of an Offer to Repurchase at a
price of $402 per Interest up to all of the currently outstanding
Interests in the Partnership, being made by the Partnership.

The Valuations Group primary business is to provide independent
opinions of value for interests in general and limited
partnerships. The firm and its principals have significant
experience and knowledge of the factors which effect the
valuation and pricing of partnership interests. Prior to being
engaged to provide this opinion of fairness, in the normal course
of its business The Valuations Group has prepared an independent
opinion of value for a client unrelated to this transaction. This
opinion indicated a fair market value of $440 per Interest and
was based on information available as of August 15th, 1995. The
Valuations Group' current valuation based on the same methodology
applied using information available as of August 15th, 1996 is
$389 per Interest. The principal causes of the valuation decline
are: i) limited partner distributions in excess of operational
cash flow over the 12 month period ended June 30, 1996; ii)
inclusion of a $200,000 partnership "liquidation fee" not
previously included in the determination of net asset value; iii)
loan fees incurred in connection with the 1996 refinancing of
Town Place Apartments, and; iv) inclusion of a $225,000 deferred
fee due to a third-party upon sale of one of the Partnership's
properties. The Valuations Group was previously unaware of the
Partnership's contractual obligation to make this payment.

Other than the services rendered in connection with this opinion,
The Valuations Group has not provided professional services to
any party to this transaction nor is the fee payable for this
opinion related to the proposed transaction's success or failure.

In the course of rendering its opinion, The Valuations Group has:

i)     Reviewed a draft of the Offer to Purchase.

ii)    Reviewed the original Partnership prospectus and limited
       partnership agreement.

iii)   Reviewed and analyzed financial statements and related
       notes contained in the Partnership's 1994 and 1995 annual
       reports and included in the Partnership's Form 10-Q's for
       the quarters ended June 30, 1995 and June 30, 1996.

iv)    Reviewed an independent appraisal of the Partnership's
       three properties dated September 25, 1996.

v)     Reviewed and analyzed published data on capitalization
       rates for properties deemed to be similar to the
       Properties owned by the Partnership.

vi)    Reviewed Partnership correspondence regarding the possible
       repurchase of partnership Interests.

vii)   Reviewed published data regarding transactions of limited
       partnership interests in the informal partnership
       secondary market and recent tender offers for interests in
       other limited partnerships.

viii)  Discussed the repurchase proposal and the partnership's
       history and future outlook with the Partnership's senior
       management.

In the course of its review, The Valuations Group did not
physically inspect the Partnership's properties. The Valuations
Group has relied upon the accuracy and completeness of the
financial, appraisal, and other information which was provided to
it by the General Partner and other third parties. The Valuations
Group has not made an effort to independently verify the accuracy
and completeness of any such information. In connection with its
opinion, The Valuations Group assumes that there will be no
material change in property operations or the properties'
appraised values prior to the closing of the repurchase offer
transaction.

The Valuations Group has not been requested to, nor has it
specifically expressed or implied an opinion as to the i)
alternatives to the repurchase offer; ii) partnership's capacity
to enter into the proposed transaction; iii) income tax
considerations to any party involved with the transaction; nor
the iv) effect the proposed transaction may have, if any, on
limited partners electing not to tender their Interests.

Based upon, and subject to the foregoing, and other matters which
we deem to be relevant, it is our opinion that as of the date
hereof the offer of $402 per Interest is fair from a financial
point of view.

Respectfully Submitted,


/S/Bryson S. Randolph)

THE VALUATIONS GROUP, INC.
BY: Bryson S. Randolph, Chairman


                       LETTER OF ACCEPTANCE

             To Tender Limited Partnership Interests

                                of

    DECADE COMPANIES INCOME PROPERTIES--A LIMITED PARTNERSHIP

                Pursuant to the Offer to Purchase
                      Dated October 24, 1996


THIS OFFER, THE PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, MILWAUKEE TIME, ON NOVEMBER 22, 1996, UNLESS
EXTENDED.


To:  Decade Companies Income Properties--A Limited Partnership
     250 Patrick Boulevard
     Suite 140
     Brookfield, Wisconsin  53045-5864

(This Letter of Acceptance may be delivered to Decade Companies
Income Properties--A Limited Partnership, by mail or by hand
delivery at the above address, or by facsimile transmission to it
at (414) 792-0808.  The Letter of Acceptance will be deemed to be
received at the time of actual receipt at the offices of Decade
Companies Income Properties--A Limited Partnership.)


Ladies and Gentlemen:

The undersigned





is the Limited Partner of record and the owner of limited
partnership interest (the "Interests") of Decade Companies Income
Properties--A Limited Partnership (the "Partnership").  The
undersigned hereby tenders to the Partnership (as set forth on
page 3 of this Letter of Acceptance) in accordance with the terms
and conditions of the Partnership's Offer to Purchase, dated
October 24, 1996, (including the annexes thereto and this letter
of acceptance) (collectively the "Offer"), receipt of which is
hereby acknowledged.

Subject to, and effective upon, acceptance for payment of the
Interests tendered herewith, the undersigned hereby sells,
assigns and transfers to the Partnership all right, title and
interest in and to all of the Interests that are tendered hereby,
and the Partnership may redeem and cancel said Interests.  After
acceptance for payment of the Interests by the Partnership, the
undersigned will have no right, title or interest in or with
respect to the Interests tendered, other than the right to
receive in cash the purchase price provided in the Offer of $402
per Interest, with such amount to be prorated in respect of
fractional Limited Partnership Interests ("Fractional
Interests").  The undersigned understands and acknowledges that
the Partnership may prorate the amount of Interests accepted for
purchase, as set forth in the Offer to Purchase, dated October
16, 1996.

The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the tendered Interests and that, when the same are
accepted for payment, the Partnership will acquire good,
marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claim.  The undersigned understands
that the Partnership will cancel said Interests.  The undersigned
will, upon request, execute any additional documents deemed by
the Partnership to be necessary or desirable to complete the
sale, assignment and transfer of the tendered Interests.

All authority conferred or agreed to be conferred in this Letter
of Acceptance shall not be affected by, and shall survive, the
death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators and legal
representatives of the undersigned.  Except as stated in the
Offer, this tender is irrevocable.

Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the purchase price in
the name(s) of the registered holder(s) and at the address stated
above.  In the event that Special Payment Instructions are
completed, please issue the check for the purchase price in the
name of, and deliver said check to the person or persons at the
address so indicated.

If you are going to tender your Interests, please sign exactly as
your name(s) appear on page 1, above.  See Instruction 4 before
signing.  If you own any Fractional Interests and decide to
tender any Interests, such amount must be tendered so that the
Limited Partner is left owning no Fractional Interests and at
least three (3) Interests.

                                Owned       Tendered

Decade Companies Income Properties--
  A Limited Partnership        ___________  _______________

The payment date or dates will be determined at the sole
discretion of the General Partner, but is expected to be 30 days
after the Expiration Date of the Offer.

__________________________     __________   ____________________
(Limited Partner)              (Date)       Social Security # or
                                             Employer
                                             Identification #

__________________________     __________   ____________________
(Limited Partner)              (Date)       Social Security # or
                                             Employer
                                             Identification #

                   SPECIAL PAYMENT INSTRUCTIONS
                    (See Instructions 1 and 5)

                               To be completed only if payment
                               for Interests accepted for
                               purchase by the Partnership is to
                               be made to a person other than
                               the Limited Partner(s) and at the
                               address set forth at the
                               beginning of this Letter.

                               Name and/or address of payee
                               other than registered owner at
                               registered address:

     ____________________________________________________________
     Name (please print)

     ____________________________________________________________
     Address                                                      

     ____________________________________________________________
     (Include Zip Code)                                           

     ____________________________________________________________
     (Tax ID or SS Number)

     Signature guarantee, if required.

     See Instruction 1.

     ____________________________________________________________
     (Name of Institution)

     ____________________________________________________________
     (Signature of Officer and Title)

     ____________________________________________________________
     (Date)
<PAGE>
                           INSTRUCTIONS

         The Following Instructions Are Part of the Terms
                   and Conditions of the Offer

1.   Guarantee of Signature.  No signature guarantee on this
     Letter of Acceptance is required unless payment is requested
     to be made to a person or persons or at an address different
     from that shown on the Letter of Acceptance.  If payment is
     requested to be made to any other person or at any other
     address, all signatures on this Letter of Acceptance must be
     guaranteed by a federal or state chartered bank or savings
     and loan institution or by a broker-dealer that is a member
     of the New York Stock Exchange, Inc.

2.   Delivery of Letter of Acceptance.  This Letter of Acceptance
     must be delivered to the Partnership at the address and by
     any of the means specified in the Letter of Acceptance, and
     must be received by the Partnership prior to the Expiration
     Date as defined in the Offer.  The method of delivery to the
     Partnership is at the election and risk of the Limited
     Partner.  However, if delivery is by mail, the Partnership
     recommends registered mail with return receipt requested.

3.   Form of Tender.  No alternative, conditional or contingent
     tenders will be accepted.  If a Limited Partner tenders less
     than all of his Interests, only whole Interests may be
     retained by such Limited Partner and a minimum of three (3)
     Interests must be retained.  Fractional Interests will be
     purchased only to the extent that the tendering Limited
     Partner tenders either all of his Interests or after such
     redemption he or she owns a minimum of three (3) Interests
     and no other Fractional Interests.  All tendering Limited
     Partners, by execution of this Letter of Acceptance (or a
     facsimile thereof), waive any right to receive any notice of
     the acceptance of their Interests as a condition thereto and
     understand the Partnership may prorate its purchases.

4.   Signatures on Letter of Acceptance.  If this Letter of
     Acceptance is signed by the registered holder of the
     Interests tendered hereby, the signature must correspond
     with the name as shown at the beginning of the Letter of
     Acceptance.  If any of the Interests tendered hereby are
     owned of record by two or more joint owners, all such owners
     must sign this Letter of Acceptance.  At the General
     Partner's sole discretion, the Partnership may accept the
     signature of one joint owner, provided that by executing
     this document such Limited Partner hereby agrees to
     indemnify the Partnership from claims made by the other
     joint owners concerning the Interests.

     If any tendered Interests are registered in different names,
     it will be necessary to complete, sign and submit as many
     separate Letters of Acceptance as there are different
     registrations.  For example, two Letters of Acceptance would
     be required for Interests owned individually by Mr. X, and
     by Mr. and Mrs. X as joint tenants.

     If this Letter of Acceptance is signed by trustees,
     executors, administrators, guardians, attorneys-in-fact,
     officers of corporations or others acting in a fiduciary or
     representative capacity, such persons should so indicate
     when signing, and proper evidence satisfactory to the
     Partnership of their authority so to act must be submitted.

5.   Special Payment Instructions.  If a check is to be issued in
     the name of or at an address different than that shown at
     the beginning of the Letter of Acceptance, such instructions
     must be noted on the Letter of Acceptance and the signature
     of the tendering Limited Partner(s) must be guaranteed as
     provided in Instruction 1, above.

6.   Waiver of Conditions.  The Partnership reserves the absolute
     right to waive any of the specified conditions of the Offer
     in the case of Interests tendered.

7.   Form W-9 Obligation.  To prevent back-up federal income tax
     withholding equal to 31% of the payments made pursuant to
     the Offer, each Limited Partner, who is not exempt (e.g. a
     corporation), must provide a correct taxpayer identification
     number.  A substitute Form W-9 is attached and should be
     completed by those Limited Partners who have not forwarded a
     taxpayer identification number.  If a Limited Partner has
     already forwarded a Form W-9 (or substitute), you do not
     need to send another Form W-9 to the Partnership.

8.   Requests for Assistance.  Questions and requests for
     assistance should be directed to the Partnership Manager,
     Mr. Michael G. Sweet, 250 Patrick Boulevard, Suite 140,
     Brookfield, Wisconsin 53045-5864 (phone:  414-792-9200)
     (facsimile 414-792-0808).
<PAGE>
                       Substitute Form W-9

                       REQUEST FOR TAXPAYER
             IDENTIFICATION NUMBER AND CERTIFICATION

Name (If joint names, list first and circle the name of the
person or entity whose number you enter in Part I below):

_____________________________________________

Business name

_____________________________________________

Please check appropriate box:

_____ Individual/Sole Proprietor  _____ Corporation  
_____ Partnership  _____ Other ______________

Address (number, street, and apt. or suite no.)

_____________________________________________

City, State, and Zip Code

_____________________________________________

Requester's Name and Address:

Decade Companies Income Properties--A Limited Partnership
250 Patrick Blvd., Suite 140
Brookfield, WI  53045-5864


PART I - Taxpayer IDENTIFICATION NUMBER (TIN)

Enter your TIN in the appropriate box.  For individuals, this is
your social security number (SSN):______-______-________.  OR 
For other entities, it is your employer identification number
(EIN):______-______-________.


PART II - For Payees Exempt From Backup Withholding

Individuals (including sole proprietors) are not exempt from
backup withholding.  Corporations are exempt from backup
withholding for certain payments, such as interest and dividends. 
For a complete list of exempt payees, see the separate IRS
Instructions for the Requester of Form W-9.

If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup
withholding.  Enter your correct TIN in Part I, write "Exempt" in
Part II, and sign and date this form.  If you are a nonresident
alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign
Status.


PART III - Certification

Under penalties of perjury, I certify that:

1.   The number shown on this form is my correct taxpayer
     identification number (or I am waiting for a number to be
     issued to me), and

2.   I am not subject to backup withholding because:  (a) I am
     exempt from backup withholding, or (b) I have not been
     notified by the Internal Revenue Service that I am subject
     to backup withholding as a result of a failure to report all
     interest or dividends, or (c) the IRS has notified me that I
     am no longer subject to backup withholding.

CERTIFICATION INSTRUCTIONS - You must cross out item 2 above if
you have been notified by the IRS that you are currently subject
to backup withholding because of under reporting interest or
dividends on your tax return.  For real estate transactions, item
2 does not apply.  For mortgage interest paid, the acquisition or
abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and
generally payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your
correct TIN.



Sign Here
Signature:______________________________ Date:___________________


October 24, 1996

RE:  Decade Companies Income Properties -- A Limited Partnership

Dear Investor:

Enclosed with this letter is an offer by the Partnership to
purchase your Limited Partnership Interests ("Interests") for
$402 in cash per Interest.  The enclosed documents consist of an
Offer to Purchase, which you should read carefully, and a Letter
of Acceptance.

The General Partners believe that there are both Limited Partners
who desire to sell their Interests immediately for cash in order
to obtain liquidity and other Limited Partners who desire to
retain their Interests in order to benefit from any future profit
that may be realized from continued operation and eventual sale
of the Partnership's three apartment properties.  The Offer is
being made to accommodate the competing interests of both groups
of Limited Partners.

Limited Partners who tender their shares pursuant to the Offer
are in effect exchanging the certainty and liquidity of a current
sale for the potentially higher return of continued ownership of
their Interests, but the continued ownership of Interests also
entails the risk of loss of all or a portion of the investment of
the remaining Limited Partners.

In order to accept the Offer you must complete the enclosed
Letter of Acceptance and return it on or before November 20, 1996
(unless the Offer is extended, in which case we will notify you
in writing).  The Letter of Acceptance must be signed by the
person or persons in whose name the Interests are carried on the
Partnership's records in exactly the same manner in which such
name or names appear.  For your convenience we have attached a
label to page one of each Letter of Acceptance that indicates the
name or names of the Limited Partner(s), the address of record,
and the number of Interests owned.  The Partnership intends to
pay for Interests, which are tendered and accepted by the
Partnership, on or before December 13, 1996 in the name or names
that appear on the label and will be mailed to the address shown
on the label, unless different instructions are given per the
Letter of Acceptance.  Please carefully review the enclosed Offer
to Purchase which contains important information.

Cash distributions have been suspended for the third quarter of
1996 to set aside cash reserves to pay for the repurchase of
Interests.  The amount and frequency of future distributions will
be affected by several factors, including cash flow from
Partnership properties, cash reserves of the Partnership, number
of Interests tendered and purchased pursuant to this Offer, and
any financing required to fund this Offer.

Very truly yours,

Michael Sweet
Partnership Manager

MS/mt
Enclosures


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