SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
______________________________
STAMFORD TOWERS LIMITED PARTNERSHIP
(Name of Subject Company)
Stamford Towers Limited Partnership
(Name of Person Filing Statement)
Depositary Units of Limited Partnership Interests
(Title of Class of Securities)
852775 10 5
(CUSIP Number of Class of Securities)
__________________________________
Ms. Regina M. Hertl
Stamford Towers, Inc.
3 World Financial Center, 29th Floor
New York, New York 10285
(212) 526-3158
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person Filing
Statement)
With copies to:
Patrick J. Foye, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-2274
This Amendment No. 1 amends and supplements the following Item of
the Solicitation/Recommendation Statement on Schedule 14D-9 of
Stamford Towers Limited Partnership filed with the Securities and
Exchange Commission on February 21, 1997 (the "Schedule 14D-9").
Unless otherwise indicated, all capitalized terms used but not
defined in this Amendment No. 1 have the meaning set forth in
the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits
Item 9 is hereby supplemented by adding the following:
(a)(2) Letter from the Partnership to Unitholders, dated
March 5, 1997.
SIGNATURE
After reasonable 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: March 5, 1997
STAMFORD TOWERS LIMITED PARTNERSHIP
BY: STAMFORD TOWERS INC.
General Partner
BY: /s/ Regina M. Hertl
Name: Regina M. Hertl
Title: President
EXHIBIT INDEX
Exhibit No. Description
(a) (2) Letter from the Partnership to
Unitholders, dated March 5, 1997.
Exhibit (a) (2)
Stamford Towers Limited Partnership
c/o Service Data Corporation
2424 South 130th Circle
Omaha, NE 68144-2596
(800) 223-3464
March 5, 1997
Dear Unitholder:
If you have not already, you will soon be receiving additional
materials from Steele Hill Partners L.L.C. ("Steele Hill")
describing its partial tender offer (the "Offer") to purchase up
to 2,300,000 limited partnership units (the "Units"), or 29.4% of
the total Units outstanding, of Stamford Towers Limited
Partnership (the "Partnership") at a price of $1.51 per Unit,
less the amount of any distributions declared or made by the
Partnership between February 14, 1997 and the date of purchase.
As we have previously informed you, the price being offered by
Steele Hill is 60% BELOW the Partnership's estimate of net asset
value of $3.82 per Unit as of December 31, 1996.
FOR THE REASONS SET FORTH IN OUR LETTER TO YOU DATED FEBRUARY 21,
1997, WE HAVE DETERMINED THAT THE PURCHASE PRICE IS INADEQUATE
AND DOES NOT REFLECT THE INHERENT VALUE OF YOUR UNITS. WE
BELIEVE THAT IT IS NOT IN YOUR BEST INTEREST TO ACCEPT THE OFFER
AND RECOMMEND THAT YOU REJECT IT.
The occupancy rate of the Partnership's two commercial office
buildings (the "Property") is currently 70% -- a significant
increase from the 51% occupancy rate of only one year ago.
Moreover, the commercial office market in Stamford, Connecticut,
where the Property is located, has also improved. As a result,
the appraised value of the Property has increased by
approximately 41% from 1995 to 1996. This increase in the
Property's appraised value is precisely why Steele Hill is
offering to purchase your Units. They are attempting to acquire
your Units at a significant discount and then expect to make a
significant profit from any potential distributions from
operations or the future sale of the Property.
IN SUMMARY, WE DO NOT BELIEVE THAT THE STEELE HILL OFFER IS IN
YOUR BEST INTEREST. WE RECOMMEND THAT YOU REJECT THE STEELE HILL
OFFER AND NOT TENDER YOUR UNITS.
We will, of course, keep you informed of significant events
concerning the Partnership. If you have any questions, please
call the Partnership's administrative agent, First Data Investor
Services Group, at (800) 223-3464.
Very truly yours,
Stamford Towers, Inc.
General Partner
/s/ Regina M. Hertl
Regina M. Hertl
President
