STAMFORD TOWERS LIMITED PARTNERSHIP, SC 14D1, 1997-02-19

STAMFORD TOWERS LIMITED PARTNERSHIP
SC 14D1, 1997-02-19
REAL ESTATE

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<PAGE> 1
THIS DOCUMENT IS A COPY OF THE SCHEDULE 14d-1 FILED ON FEBRUARY 14,
1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------

SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934

--------------------

STAMFORD TOWERS LIMITED PARTNERSHIP
a Delaware Limited Partnership
(Name of Subject Company)

STEELE HILL PARTNERS L.L.C.
(Bidder)

DEPOSITARY UNITS
(representing assignments of limited partnership interests)
(Title of Class
of Securities)

NONE
(CUSIP Number of Class
of Securities)

--------------------

Michael L. Ashner Copy to:
Steele Hill Partners L.L.C. Mark I. Fisher
100 Jericho Quadrangle, Suite 214 Rosenman & Colin LLP
Jericho, New York 11735-2717 575 Madison Avenue
(516) 822-0022 New York, New York 10022-2585
(212) 940-8877

(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction Amount of
Valuation* Filing Fee
----------- ----------
<S> <C>
$3,473,000 $694.60
</TABLE>

*For purposes of calculating the filing fee only. This amount assumes
the purchase of 2,300,000 Depositary Units ("Units") of the subject company for
$1.51 per Unit in cash.

[ ] 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 date
of its filing.

<PAGE> 2
CUSIP No.: None 14D-1 Page 2 of 9 Pages
----

- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Steele Hill Partners L.L.C.

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]

(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

AF; WC

- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)

[ ]

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

200

- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)

[ ]

- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

Less than 1%

- --------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

<PAGE> 3
CUSIP No.: None 14D-1 Page 3 of 9 Pages
----

- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

AP-GP Prom Partners Inc.

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]

(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

N/A

- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)

[ ]

- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

200 Units*

- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)

[ ]

- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

Less than 1%

- --------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

- ---------------

* Represents Units owned by Steele Hill Partners L.L.C.

<PAGE> 4
Page 4 of 9 Pages

Item 1. Security and Subject Company.

(a) The name of the subject company is Stamford Towers
Limited Partnership, a Delaware limited partnership (the "Partnership"), which
has its principal executive offices at One International Place, Boston,
Massachusetts 02110.

(b) This Schedule relates to the offer by Steele Hill
Partners L.L.C., a Delaware limited liability company (the "Purchaser"), to
purchase up to 2,300,000 outstanding Depositary Units ("Units") (representing
assignments of limited partnership interests) of the Partnership at $1.51 per
Unit, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 14, 1997 (the "Offer to Purchase") and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively. The number of Units outstanding is set forth in
"INTRODUCTION" in the Offer to Purchase and is incorporated herein by
reference.

(c) The information set forth in "THE TENDER OFFER -- Section
12. Purchase Price Considerations" of the Offer to Purchase is incorporated
herein by reference.

Item 2. Identity and Background.

(a)-(d) The information set forth in "INTRODUCTION", "THE
TENDER OFFER -- Section 10. Certain Information Concerning the Purchaser" and
Schedule 1 of the Offer to Purchase is incorporated herein by reference.

<PAGE> 5
Page 5 of 9 Pages

(e)-(f) During the last five years, neither the Purchaser,
AP-GP Prom Partners Inc. nor, to the best of its knowledge, any of the persons
listed in Schedule 1 of the Offer to Purchase (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was 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 future violations of, or
prohibiting activities subject to, Federal or state securities laws or finding
any violation of such laws.

(g) The information set forth in Schedule 1 of the Offer to
Purchase is incorporated herein by reference.

Item 3. Past Contacts, Transactions or Negotiations With the Subject Company.

(a) None.

(b) The information set forth in "THE TENDER OFFER -- Section
10. Certain Information Concerning the Purchaser" of the Offer to Purchase is
incorporated herein by reference.

Item 4. Source and Amount of Funds or Other Consideration.

(a) The information set forth in "THE TENDER OFFER -- Section
11. Source of Funds" of the Offer to Purchase is incorporated herein by
reference.

(b) Not applicable.

<PAGE> 6
Page 6 of 9 Pages

Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.

(a)-(g) The information set forth in "THE TENDER OFFER --
Section 7. Effects of the Offer" and "THE TENDER OFFER -- Section 8. Future
Plans" of the Offer to Purchase is incorporated herein by reference.

Item 6. Interest in Securities of the Subject Company.

(a)-(b) The information set forth in "INTRODUCTION" and "THE
TENDER OFFER -- Section 10. Certain Information Concerning the Purchaser" of
the Offer to Purchase is incorporated herein by reference.

Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.

The information set forth in "INTRODUCTION" and "THE TENDER
OFFER -- Section 10. Certain Information Concerning the Purchaser" of the
Offer to Purchase is incorporated herein by reference.

Item 8. Persons Retained, Employed or to be Compensated.

The information set forth in "THE TENDER OFFER -- Section 15.
Fees and Expenses" of the Offer to Purchase is incorporated herein by
reference.

<PAGE> 7
Page 7 of 9 Pages

Item 9. Financial Statements of Certain Bidders.

None.

Item 10. Additional Information.

(a) None.

(b)-(d) The information set forth in "THE TENDER OFFER --
Section 14. Certain Legal Matters" of the Offer to Purchase is incorporated
herein by reference.

(e) None.

(f) Reference is hereby made to the Offer to Purchase and
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively, and which are incorporated herein in
their entirety by reference.

Item 11. Material to be Filed as Exhibits.

99(a)(1) Offer to Purchase dated February 14, 1997.

99(a)(2) Letter of Transmittal.

99(a)(3) Cover Letter, dated February 14, 1997, from Steele
Hill Partners L.L.C. to Unitholders.

99(b) Not applicable.

99(c)(1) Letter Agreement, dated November 27, 1996, between
Stamford Towers Limited Partnership, Sunshine Wire &
Cable Defined Benefit Plan and Michael L. Ashner

99(d)-(f) Not applicable.
<PAGE> 8
Page 8 of 9 Pages

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: February 14, 1997

STEELE HILL PARTNERS L.L.C.

By: AP-GP Prom Partners Inc.,
its Managing Partner

By: /s/ MICHAEL L. ASHNER
-----------------------------
Name: Michael L. Ashner
Title: Vice-President

<PAGE> 9
Page 9 of 9 Pages

Exhibit Index

<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
99(a)(1) Offer to Purchase dated February 14, 1997 . . . . . .

99(a)(2) Letter of Transmittal . . . . . . . . . . . . . . . .

99(a)(3) Cover Letter, dated February 14, 1997,
from LON-WGI Associates L.L.C.
to Unitholders . . . . . . . . . . . . . . . . . . . .

99(c)(1) Letter Agreement, dated November 27, 1996, between
Stamford Towers Limited Partnership, Sunshine Wire
& Cable Defined Benefit Plan and Michael L. Ashner . .
</TABLE>

<PAGE> 1
EXHIBIT 99(a)(1)

OFFER TO PURCHASE FOR CASH
UP TO 2,300,000 DEPOSITARY UNITS
OF
STAMFORD TOWERS LIMITED PARTNERSHIP
FOR
$1.51 NET PER UNIT
BY
STEELE HILL PARTNERS L.L.C

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MARCH 14, 1997, UNLESS EXTENDED.

Steele Hill Partners L.L.C., a Delaware limited liability company (the
"Purchaser"), hereby offers to purchase up to 2,300,000 of the outstanding
Depositary Units ("Units") representing assignments of limited partnership
interests of Stamford Towers Limited Partnership, a Delaware limited
partnership (the "Partnership"), at a purchase price (the "Purchase Price")
equal to $1.51 per Unit, less the amount of any distributions declared or made
with respect to the Units between February 14, 1997 (the "Offer Date") and the
date of payment of the Purchase Price by the Purchaser, net to the seller in
cash, without interest, upon the terms set forth in this Offer to Purchase (the
"Offer to Purchase") and in the related Letter of Transmittal, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). HOLDERS OF UNITS ("UNITHOLDERS") WHO TENDER THEIR UNITS WILL NOT BE
OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES, WHICH
COMMISSIONS AND FEES WILL BE BORNE BY THE PURCHASER. The 2,300,000 Units
sought pursuant to the Offer represent approximately 29% of the total Units
outstanding as of September 30, 1996.

THE PURCHASER IS NOT AFFILIATED WITH STAMFORD TOWERS, INC., THE GENERAL
PARTNER OF THE PARTNERSHIP (the "General Partner"). The Purchaser is subject
to the terms of an agreement with the General Partner (the "Standstill
Agreement") which, among other things, for up to a two-year period ending in
November 1998, generally limits the number of Units that may be owned by the
Purchaser and its affiliates as well as the manner in which any such Units may
be voted by the Purchaser and its affiliates. (See "THE TENDER OFFER - Section
10. Certain Information Concerning the Purchaser".)

Before tendering, Unitholders are urged to consider the following
factors:

o The General Partner has estimated the net asset value per Unit to be
$2.37 as of December 31, 1995. The General Partner's estimate is based
upon a sale of the Partnership's property at its appraised value and the
General Partner has specifically acknowledged that the actual value
received by the Partnership on sale may be significantly different.
Furthermore, the General Partner's estimate does not take into account
liabilities associated with resolution of pending litigation against the
Partnership and may not take into account expenses associated with
liquidation of the Partnership. (See "THE TENDER OFFER - Section 9.
Certain Information Concerning the Partnership" and "THE TENDER OFFER -
Section 12. Purchase Price Considerations" for a discussion of such
pending litigation and the General Partner's value estimate,
respectively.)

(continued on next page)

------------------------------------------

IF YOU HAVE ANY QUESTIONS OR IF YOU NEED ASSISTANCE IN COMPLETION OF THE
LETTER OF TRANSMITTAL, YOU MAY CONTACT THE HERMAN GROUP, INC., THE INFORMATION
AGENT FOR THE OFFER (THE "INFORMATION AGENT") BY CALLING:

(800) 992-6172

February 14, 1997
<PAGE> 2
receiving the highest price for their Units. No independent person has
been retained to evaluate or render any opinion with respect to the
fairness of the Purchase Price and no representation is made by the
Purchaser or any affiliate of the Purchaser as to such fairness.

o Depending on the number of Units tendered pursuant to the Offer, the
Purchaser could be in a position to significantly influence all
Partnership decisions on which Unitholders may vote, including decisions
regarding removal of the General Partner, sales of assets and
liquidation. (See "THE TENDER OFFER - Section 7. Effects of the
Offer".) This means that (i) non-tendering Unitholders could be
prevented from taking action they desire but that the Purchaser opposes
and (ii) the Purchaser may be able to take action desired by the
Purchaser but opposed by the non-tendering Unitholders. However, the
Standstill Agreement, among other things, limits for up to a two-year
period ending November 1998 the manner in which the Purchaser may vote on
certain Partnership decisions. (See "THE TENDER OFFER - Section 10.
Certain Information Concerning the Purchaser").

o Consummation of the Offer may limit the ability of Unitholders to dispose
of Units in the secondary market during the twelve month period following
completion of the Offer. (See "THE TENDER OFFER - Section 7. Effects of
the Offer" in this Offer to Purchase.)

o Unitholders could, as an alternative to tendering their Units, propose
that a variety of possible actions be put to a vote of Unitholders,
including liquidation of the Partnership or removal and replacement of
the General Partner.

The Offer is not conditioned upon any minimum number of Units being
tendered. If more than the number of Units sought pursuant to the Offer are
validly tendered and not withdrawn, the Purchaser will accept for purchase such
total number of Units sought, on a pro rata basis, subject to the terms and
conditions herein.

The Purchaser expressly reserves the right, in its sole discretion, at
any time and from time to time (i) to extend the period of time during which
the Offer is open and thereby delay acceptance for payment of, and the payment
for, any Units, (ii) to terminate the Offer and not accept for payment any
Units not theretofore accepted for payment or paid for, (iii) upon the
occurrence of any of the conditions specified in Section 13 of this Offer to
Purchase, to delay the acceptance for payment of, or payment for, any Units not
theretofore accepted for payment or paid for, and (iv) to amend the Offer in
any respect (including, without limitation, by increasing the consideration
offered, increasing or decreasing the number of Units being sought, or both).
Notice of any such termination or amendment will promptly be disseminated to
Unitholders in a manner reasonably designed to inform Unitholders of such
change in compliance with Rule 14d-4(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In the case of an extension of the
Offer, such extension will be followed by a press release or public
announcement which will be issued no later than 9:00 a.m., New York City time,
on the next business day after the scheduled Expiration Date, in accordance
with Rule 14e-1(d) under the Exchange Act.

UNITHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE ACCOMPANYING
LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.
ANY UNITHOLDER DESIRING TO TENDER UNITS SHOULD COMPLETE AND SIGN THE LETTER OF
TRANSMITTAL AND MAIL OR DELIVER THE SIGNED LETTER OF TRANSMITTAL TO THE HERMAN
GROUP, INC., THE DEPOSITARY FOR THE OFFER (THE "DEPOSITARY"), AT THE FOLLOWING
ADDRESS:

THE HERMAN GROUP, INC.

BY HAND, MAIL OR OVERNIGHT DELIVERY: 2121 SAN JACINTO STREET, 26TH FLOOR
DALLAS, TEXAS 75201

IF YOU HAVE ANY QUESTIONS OR IF YOU NEED ASSISTANCE IN COMPLETION OF THE
LETTER OF TRANSMITTAL, YOU MAY CONTACT THE INFORMATION AGENT BY CALLING:

(800) 992-6172
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . 1

THE TENDER OFFER . . . . . . . . . . . . . . . . . 3
Section 1. Terms of the Offer . . . . . . . 3
Section 2. Proration; Acceptance for
Payment and Payment for Units. . 3
Section 3. Procedures for Tendering Units . 4
Section 4. Withdrawal Rights . . . . . . . . 5
Section 5. Extension of Tender Period;
Termination; Amendment . . . . . 5
Section 6. Certain Federal Income Tax
Consequences . . . . . . . . . . 6
Section 7. Effects of the Offer . . . . . . 8
Section 8. Future Plans . . . . . . . . . . 8
Section 9. Certain Information Concerning
the Partnership. . . . . . . . . 9
Section 10. Certain Information
Concerning the Purchaser . . . . 12
Section 11. Source of Funds . . . . . . . . . 13
Section 12. Purchase Price Considerations . . 13
Section 13. Conditions of the Offer . . . . . 15
Section 14. Certain Legal Matters. . . . . . 16
Section 15. Fees and Expenses . . . . . . . . 17
Section 16. Miscellaneous . . . . . . . . . . 17

Appendix A Glossary

Schedule 1 Information with respect to the
executive officers and directors of
AP-GP Prom Partners Inc.
</TABLE>
<PAGE> 4
To the Holders of Depositary Units of Stamford Towers Limited Partnership

INTRODUCTION

The Purchaser hereby offers to purchase up to 2,300,000 of the
outstanding Units for $1.51 per Unit, less the amount of any distributions
declared or paid with respect to the Units between the Offer Date and the date
of payment of the Purchase Price by the Purchaser, net to the seller in cash,
without interest, upon the terms set forth in this Offer to Purchase and in the
related Letter of Transmittal, as each may be supplemented or amended from time
to time. UNITHOLDERS WHO TENDER THEIR UNITS WILL NOT BE OBLIGATED TO PAY ANY
COMMISSIONS OR PARTNERSHIP TRANSFER FEES, WHICH COMMISSIONS AND FEES WILL BE
BORNE BY THE PURCHASER.

THE PURCHASER IS NOT AFFILIATED WITH THE GENERAL PARTNER. The Purchaser
is subject to the terms of the Standstill Agreement which, among other things,
for up to a two-year period ending in November 1998, generally limits the
number of Units that may be owned by the Purchaser and its affiliates as well
as the manner in which any such Units may be voted by the Purchaser and its
affiliates. (See "THE TENDER OFFER - Section 10. Certain Information
Concerning the Purchaser".)

No independent person has been retained to evaluate or render any opinion
with respect to the fairness of the Purchase Price. Unitholders are urged to
consider carefully all of the information contained herein before accepting the
Offer.

Before tendering, Unitholders are urged to consider the following
factors:

o The Purchaser is making the Offer with a view to making a profit.
Accordingly, in establishing the Purchase Price, the Purchaser was
motivated to set the lowest price for the Units which might be acceptable
to Unitholders consistent with the Purchaser's objectives. Such
objectives and motivations may conflict with the interest of Unitholders
in receiving the highest price for their Units. No independent person
has been retained to evaluate or render any opinion with respect to the
fairness of the Purchase Price and no representation is made by the
Purchaser or any affiliate of the Purchaser as to such fairness.

o Depending on the number of units tendered pursuant to the Offer, the
Purchaser could be in a position to significantly influence all
Partnership decisions on which Unitholders may vote, including decisions
regarding removal of the General Partner, sales of assets and
liquidation. (See "THE TENDER OFFER - Section 7. Effects of the
Offer".) This means that (i) non-tendering Unitholders could be
prevented from taking action they desire but that the Purchaser opposes
and (ii) the Purchaser may be able to take action desired by the
Purchaser but opposed by the non-tendering Unitholders. However, the
Standstill Agreement, among other things, limits for up to a two-year
period ending in November 1998 the manner in which the Purchaser may vote
on certain Partnership decisions. (See "THE TENDER OFFER - Section 10.
Certain Information Concerning the Purchaser").

o By tendering their Units and receiving the Purchase Price, Unitholders
will be giving up any potential benefits represented by the ownership of
such Units, including the right to receive any future distributions by
the Partnership (other than distributions declared or made between the
Offer Date and the date of payment of the Purchase Price by the
Purchaser).
<PAGE> 5
o Consummation of the Offer may limit the ability of Unitholders to dispose
of Units in the secondary market during the twelve month period following
completion of the Offer. (See "THE TENDER OFFER - Section 7. Effects of
the Offer" in this Offer to Purchase.)

Unitholders who desire liquidity may wish to consider the Offer.
However, each Unitholder must make his or her own decision based upon such
Unitholder's particular circumstances, including the Unitholder's own financial
needs, other investment opportunities and tax position. Each Unitholder should
consult with his or her own advisors, tax, financial or otherwise, in
evaluating the terms of and whether to tender Units pursuant to the Offer.

The Offer will provide Unitholders with an opportunity to liquidate their
investment without the usual transaction costs associated with market sales.
Unitholders may no longer wish to continue with their investment in the
Partnership for a number of reasons, including:

o Although not necessarily an indication of value, the $1.51 purchase price
is approximately 32% higher than the $1.14 weighted average selling price
for Units reported for the limited secondary market during the two-month
period ended November 30, 1996. In addition, the weighted price does not
reflect commissions and transaction costs paid by selling Unitholders,
which reduces the amount received from the sale of Units.

o The absence of a formal trading market for the Units.

o A taxable Unitholder who acquired his Units in the first closing will
recognize a tax loss estimated by the Purchaser to be approximately $5.92
per Unit on the sale of Units pursuant to the Offer. If the Unitholder
sells all his Units in the Offer, such Unitholder generally will be
entitled to deduct such loss (subject to the limitation on the
deductibility of capital losses) and any unused suspended passive
activity losses from the Partnership against his other income in 1997.
(See "THE TENDER OFFER - Section 6. Certain Federal Income Tax
Consequences".)

o General disenchantment with real estate investments, particularly
long-term investments in limited partnerships.

o By selling their Units in the Offer, Unitholders avoid the continuing
administrative costs (such as accounting, tax reporting, limited partner
reporting and public company reporting requirements) and resultant
indirect negative financial impact on the value of the Units of a
publicly registered limited partnership and eliminate the delays and
complications in preparing and filing personal income tax returns which
may result from an investment in the Units.

According to the Partnership's Form 10-K for its fiscal year ended December
31, 1995, as of such date, there were 7,826,300 Units issued and outstanding
held by 8,842 Unitholders. The Purchaser owns 200 Units in the aggregate,
constituting less than 1% of the Units outstanding.

UNITHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE ACCOMPANYING
LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.

IF YOU HAVE ANY QUESTIONS OR IF YOU NEED ASSISTANCE IN COMPLETION OF THE
LETTER OF TRANSMITTAL, YOU MAY CONTACT THE INFORMATION AGENT BY CALLING (800)
992-6172.

2
<PAGE> 6
THE TENDER OFFER

SECTION 1. TERMS OF THE OFFER. Upon the terms of the Offer, the Purchaser
will pay for Units validly tendered on or prior to the Expiration Date and not
withdrawn in accordance with Section 4 of this Offer to Purchase. The term
"Expiration Date" shall mean 12:00 Midnight, New York City time, on March 14,
1997, unless the Purchaser extends the period of time during which the Offer is
open. In the event the Offer is extended, the term "Expiration Date" shall
mean the latest time and date on which the Offer, as extended by the Purchaser,
shall expire.

IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE PURCHASE
PRICE OFFERED TO UNITHOLDERS, SUCH INCREASED PURCHASE PRICE SHALL BE PAID FOR
ALL UNITS ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT SUCH UNITS
WERE TENDERED PRIOR TO SUCH INCREASE.

The Offer is conditioned on satisfaction of certain conditions. See Section
13, which sets forth in full each of the conditions of the Offer. The
Purchaser reserves the right (but shall not be obligated), in its sole
discretion, to waive any or all of such conditions. If, on or prior to the
Expiration Date, any or all of such conditions have not been satisfied or
waived, the Purchaser may (i) decline to purchase any of the Units tendered,
terminate the Offer and return all tendered Units to tendering Unitholders,
(ii) waive all the unsatisfied conditions and, subject to complying with
applicable rules and regulations of the Commission, purchase all Units validly
tendered, (iii) extend the Offer and, subject to the right of Unitholders to
withdraw Units until the Expiration Date, cause the Depositary to retain the
Units that have been tendered during the period or periods for which the Offer
is extended, or (iv) amend the Offer, including, without limitation, to
increase the Purchase Price.

SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If the
number of Units validly tendered on or prior to the Expiration Date and not
withdrawn is equal to or less than the total number of Units sought pursuant to
the Offer, the Purchaser will accept for payment, subject to the terms and
conditions of the Offer, all Units so tendered. If the number of Units validly
tendered on or prior to the Expiration Date and not withdrawn exceeds the total
number of Units sought pursuant to the Offer, the Purchaser will accept for
payment, subject to the terms and conditions of the Offer, the total number of
Units sought pursuant to the Offer, on a pro rata basis (with such adjustments
to avoid purchase of fractional Units).

Subject to the terms and conditions of the Offer, the Purchaser will pay for
Units validly tendered and not withdrawn (in accordance with Section 4) as
promptly as practicable following the Expiration Date. In all cases, the
Purchase Price will be paid only after timely receipt by the Depositary of a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal (including any Depositary
Receipts issued by the Partnership in respect of Units being tendered).

For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment tendered Units when, as and if the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance for payment of such
Units pursuant to the Offer. Upon the terms and subject to the conditions of
the Offer, payment for Units tendered and accepted for payment pursuant to the
Offer will in all cases be made by deposit of the Purchase Price with the
Depositary, which will act as agent for the tendering Unitholders for the
purpose of receiving payment from the Purchaser and transmitting payment to
tendering Unitholders. Under no circumstances will interest be paid on the
Purchase Price by reason of any delay in making such payment.

If any tendered Units are not purchased for any reason, the Letter of
Transmittal with respect to such Units will be destroyed by the Purchaser. If
for any reason acceptance for payment of, or payment for, any Units tendered
pursuant to the Offer is delayed or the Purchaser is unable to accept for
payment, purchase or pay for Units tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights under Section 13, the Purchaser may
cause the Depositary to retain tendered Units and such Units may not be
withdrawn except to the extent that the tendering Unitholders are entitled to
withdrawal rights as described in Section 4; provided, however, that the
Purchaser is required, pursuant to Rule 14e-1(c) under the Exchange Act, to pay
Unitholders the Purchase Price in respect of Units tendered or return such
Units promptly after termination or withdrawal of the Offer.

3
<PAGE> 7
SECTION 3. PROCEDURES FOR TENDERING UNITS.

VALID TENDER. To validly tender Units, a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter
of Transmittal (including any Depositary Receipts issued by the Partnership in
respect of Units being tendered), must be received by the Purchaser on or prior
to the Expiration Date. A Unitholder may tender any or all Units owned by such
Unitholder.

SIGNATURE REQUIREMENTS. ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION. An "Eligible Institution" is a member
firm of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank, savings bank,
credit union, savings and loan association or trust company having an office,
branch or agency in the United States. The Purchaser, however, reserves the
right to waive, in its sole and absolute discretion, the requirement that all
signatures be guaranteed by an Eligible Institution with respect to any
particular Units of any particular Unitholder. Neither the Purchaser, the
Depositary nor any other person will be under any duty to give notification of
any such waiver or will incur any liability for not waiving such requirement
with respect to any particular Units of any particular Unitholder.

IN ORDER FOR A TENDERING UNITHOLDER TO PARTICIPATE IN THE OFFER, UNITS MUST
BE VALIDLY TENDERED AND NOT WITHDRAWN ON OR PRIOR TO THE EXPIRATION DATE, WHICH
IS 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 14, 1997, UNLESS EXTENDED.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS (INCLUDING ANY DEPOSITARY RECEIPTS ISSUED BY THE PARTNERSHIP IN
RESPECT OF UNITS BEING TENDERED) IS AT THE OPTION AND RISK OF THE TENDERING
UNITHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible application
of backup federal income tax withholding with respect to payment of the
Purchase Price, a tendering Unitholder must provide the Purchaser with such
Unitholder's correct taxpayer identification number by completing the
Substitute Form W-9 included in the Letter of Transmittal. (See the
Instructions to the Letter of Transmittal and Section 6. "Certain Federal
Income Tax Consequences".)

FIRPTA WITHHOLDING. To prevent the withholding of federal income tax in an
amount equal to 10% of the sum of the Purchase Price plus the amount of
Partnership liabilities allocable to each Unit purchased, each Unitholder must
complete the FIRPTA Affidavit included in the Letter of Transmittal certifying
such Unitholder's taxpayer identification number and address and that the
Unitholder is not a foreign person. (See the Instructions to the Letter of
Transmittal and Section 6. "Certain Federal Income Tax Consequences".)

OTHER REQUIREMENTS. By executing a Letter of Transmittal, a tendering
Unitholder irrevocably appoints the Purchaser and/or its designees as such
Unitholder's proxy, in the manner set forth in the Letter of Transmittal, each
with full power of substitution, to the full extent of such Unitholder's rights
with respect to the Units tendered by such Unitholder and accepted for payment
and purchased by the Purchaser. Such appointment will be effective when, and
only to the extent that, the Purchaser accepts such Units for payment. Upon
such acceptance for payment, all prior proxies given by such Unitholder with
respect to such Units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
Purchaser and/or its designees will, as to such Units, be empowered to exercise
all voting and other rights of such Unitholder as they in their sole discretion
may deem proper at any meeting of Unitholders, by written consent or otherwise.
The Purchaser reserves the right to require that, in order for Units to be
deemed validly tendered, immediately upon the Purchaser's acceptance for
payment of such Units, the Purchaser must be able to exercise full voting
rights with respect to such Units, including voting at any meeting of
Unitholders then scheduled. In addition, by executing a Letter of Transmittal,
a Unitholder also assigns to the Purchaser all of the Unitholder's rights to
receive distributions from the Partnership with respect to Units which are
accepted for payment and purchased pursuant to the Offer, other than those
distributions declared or made between the Offer Date and the date of payment
of the Purchase Price by the Purchaser. Finally, by executing a Letter of
Transmittal, a tendering Unitholder represents and warrants to the

4
<PAGE> 8
Purchaser that no Depositary Receipts in respect of Units being tendered have
been issued by the Partnership other than those Depositary Receipts therewith
being delivered to the Purchaser.

DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Units pursuant to the procedures described above will be determined
by the Purchaser, in its sole discretion, which determination shall be final
and binding. The Purchaser reserves the absolute right to reject any or all
tenders if not in proper form or if the acceptance of, or payment for, the
Units tendered may, in the opinion of the Purchaser's counsel, be unlawful.
The Purchaser also reserves the right to waive any defect or irregularity in
any tender with respect to any particular Units of any particular Unitholder,
and the Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the Instructions thereto) will be
final and binding. Neither the Purchaser, the Depositary nor any other person
will be under any duty to give notification of any defects or irregularities in
the tender of any Units or will incur any liability for failure to give any
such notification.

A tender of Units pursuant to any of the procedures described above will
constitute a binding agreement between the tendering Unitholder and the
Purchaser on the terms set forth in the Offer.

SECTION 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section
4, all tenders of Units pursuant to the Offer are irrevocable, provided that
Units tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless already accepted for payment as provided in this
Offer to Purchase, may also be withdrawn at any time after April 14, 1997.

For withdrawal to be effective, a written notice of withdrawal must be
timely received by the Depositary at the address set forth on the back cover of
this Offer to Purchase. Any such notice of withdrawal must specify the name of
the person who tendered the Units to be withdrawn and must be signed by the
person(s) who signed the Letter of Transmittal in the same manner as the Letter
of Transmittal was signed.

If purchase of, or payment for, Units is delayed for any reason or if the
Purchaser is unable to purchase or pay for Units for any reason, then, without
prejudice to the Purchaser's rights under the Offer, the Purchaser may cause
the Depositary to retain tendered Units and such Units may not be withdrawn
except to the extent that tendering Unitholders are entitled to withdrawal
rights as set forth in this Section 4; provided, however, that the Purchaser is
required, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unitholders
the Purchase Price in respect of Units tendered or return such Units promptly
after termination or withdrawal of the Offer.

Any Units properly withdrawn will be deemed not to be validly tendered for
purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following any of the procedures described in Section 3 at any time prior to the
Expiration Date.

SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The
Purchaser expressly reserves the right, in its sole discretion, at any time and
from time to time, (i) to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and the payment for, any
Units, (ii) to terminate the Offer and not accept for payment any Units not
already accepted for payment or paid for, (iii) upon the occurrence of any of
the conditions specified in Section 13, to delay the acceptance for payment of,
or payment for, any Units not already accepted for payment or paid for, and
(iv) to amend the Offer in any respect (including, without limitation, by
increasing the consideration offered, increasing or decreasing the number of
Units being sought, or both). Notice of any such termination or amendment will
promptly be disseminated to Unitholders in a manner reasonably designed to
inform Unitholders of such change in compliance with Rule 14d- 4(c) under the
Exchange Act. In the case of an extension of the Offer, such extension will be
followed by a press release or public announcement which will be issued no
later than 9:00 a.m., New York City time, on the next business day after the
scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange
Act.

If the Purchaser extends the Offer, or if the Purchaser (whether before or
after its acceptance for payment of Units) is delayed in its payment for Units
or is unable to pay for Units pursuant to the Offer for any reason, then,

5
<PAGE> 9
without prejudice to the Purchaser's rights under the Offer, the Purchaser may
cause the Depositary to retain tendered Units and such Units may not be
withdrawn except to the extent tendering Unitholders are entitled to withdrawal
rights as described in Section 4; provided, however, that the Purchaser is
required, pursuant to Rule 14e- 1(c) under the Exchange Act, to pay Unitholders
the Purchase Price in respect of Units tendered or return such Units promptly
after termination or withdrawal of the Offer.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will extend the Offer and disseminate additional tender offer
materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the
Exchange Act. The minimum period during which an offer must remain open
following a material change in the terms of the offer or information concerning
the offer will depend upon the facts and circumstances, including the relative
materiality of the change in the terms or information. In the Commission's
view, an offer should remain open for a minimum of five business days from the
date the material change is first published, sent or given to securityholders,
and if material changes are made with respect to information that approaches
the significance of price or the percentage of securities sought, a minimum of
ten business days may be required to allow for adequate dissemination to
securityholders and for investor response. As used in this Offer to Purchase,
"business day" means any day other than a Saturday, Sunday or a federal
holiday, and consists of the time period from 12:01 a.m. through 12:00
Midnight, New York City time.

SECTION 6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary
is a general discussion of certain federal income tax consequences of a sale of
Units pursuant to the Offer assuming that the Partnership is a partnership for
federal income tax purposes and that it is not a "publicly traded partnership"
as defined in Section 7704 of the Internal Revenue Code of 1986, as amended
(the "Code"). This summary is based on the Code, applicable Treasury
Regulations thereunder, administrative rulings, practice and procedures and
judicial authority as of the date of the Offer. All of the foregoing are
subject to change, and any such change could affect the continuing accuracy of
this summary. This summary does not discuss all aspects of federal income
taxation that may be relevant to a particular Unitholder in light of such
Unitholder's specific circumstances or to certain types of Unitholders subject
to special treatment under the federal income tax laws (for example, foreign
persons, dealers in securities, banks, insurance companies and certain
tax-exempt organizations), nor does it discuss any aspect of state, local,
foreign or other tax laws. Sales of Units pursuant to the Offer will be
taxable transactions for federal income tax purposes, and may also be taxable
transactions under applicable state, local, foreign and other tax laws. EACH
UNITHOLDER SHOULD CONSULT HIS OR ITS TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO SUCH UNITHOLDER OF SELLING UNITS PURSUANT TO THE OFFER.

A Unitholder will recognize gain or loss on a sale of Units pursuant to the
Offer equal to the difference between (i) the Unitholder's "amount realized" on
the sale and (ii) the Unitholder's adjusted tax basis in the Units sold. The
"amount realized" with respect to a Unit sold pursuant to the Offer will be a
sum equal to the amount of cash received by the Unitholder for the Unit plus
the amount of Partnership liabilities allocable to the Unit (as determined
under Code Section 752). The amount of a Unitholder's adjusted tax basis in
Units sold pursuant to the Offer will vary depending upon the Unitholder's
particular circumstances.

A tendering Unitholder will be allocated Partnership taxable income or loss
with respect to the Units sold pursuant to the Offer in accordance with the
provisions of the Partnership Agreement concerning transfers of Units. Such
allocations and any cash distributions made by the Partnership to a Unitholder
with respect to such Units will affect the Unitholder's adjusted tax basis in
his Units and, therefore, the amount of such Unitholder's taxable gain or loss
on a sale of Units pursuant to the Offer.

Based on the results of Partnership operations through December 31, 1995,
and without giving effect to Partnership operations, transactions or
distributions since that time, the Purchaser estimates that a taxable
Unitholder who acquired Units in the first closing will recognize a tax loss of
approximately $5.92 on a sale of Units pursuant to the Offer, and that such
Unitholder, if subject to the passive activity loss limitation (discussed
below), may have "suspended" passive activity losses from the Partnership
(i.e., losses that the Unitholder could not previously deduct due to this
limitation) of up to $3.16 per Unit (subject to reduction to the extent
utilized by such Unitholder to offset passive activity income from other
investments). Notwithstanding such limitation, such losses, and any loss

6
<PAGE> 10
recognized on the sale of Units pursuant to the Offer, generally could be
deducted against the Unitholder's other income in the year of sale (subject to
other applicable limitations, including the limitation on the deductibility of
capital losses, discussed below) provided the Unitholder sells all of his
Units.

In general, the character (as capital or ordinary) of a Unitholder's gain or
loss on a sale of a Unit pursuant to the Offer will be determined by allocating
the Unitholder's amount realized on the sale and his adjusted tax basis in the
Units sold between "Section 751 items," which are "substantially appreciated
inventory" and "unrealized receivables" (including depreciation recapture) as
defined in Code Section 751, and non-Section 751 items. The difference between
the portion of the Unitholder's amount realized that is allocable to Section
751 items and the portion of the Unitholder's adjusted tax basis in the Units
sold that is so allocable will be treated as ordinary income or loss, and the
difference between the Unitholder's remaining amount realized and adjusted tax
basis will be treated as capital gain or loss assuming the Units were held by
the Unitholder as a capital asset. The Purchaser believes that any tax loss
realized on a sale of Units pursuant to the Offer will be treated entirely as a
capital loss under these rules, although it is possible, because a Unitholder's
adjusted tax basis in the Units sold will be allocated to Section 751 items
based on the Partnership's tax basis in these items, that a Unitholder may
recognize ordinary income with respect to the portion of the Unitholder's
amount realized on the sale of a Unit that is attributable to Section 751 items
while recognizing a capital loss with respect to the balance of the selling
price.

A Unitholder's capital gain (if any) or loss on a sale of Units pursuant to
the Offer will be treated as long-term capital gain or loss if the Unitholder's
holding period for the Units exceeds one year. Under current law (which is
subject to change), long-term capital gains of individuals and other
non-corporate taxpayers are taxed at a maximum marginal federal income tax rate
of 28%, whereas the maximum marginal federal income tax rate for other income
of such persons is 39.6%. Capital losses are deductible only to the extent of
capital gains, except that non-corporate taxpayers may deduct up to $3,000 of
capital losses in excess of the amount of their capital gains against ordinary
income. Excess capital losses generally can be carried forward to succeeding
years (a corporation's carryforward period is five years and a non-corporate
taxpayer can carry forward such losses indefinitely); in addition,
corporations, but not non-corporate taxpayers, are allowed to carry back excess
capital losses to the three preceding taxable years.

Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any year only to the extent
of such person's passive activity income for such year, and closely held
corporations may not offset such losses against so-called "portfolio" income.
Gain or loss recognized on a sale of Units pursuant to the Offer by a
Unitholder who is subject to this limitation generally would be treated as
passive activity income or loss. Any unused suspended passive activity losses
from the Partnership, as well as any loss recognized on a sale of Units
pursuant to the Offer, generally could be deducted against a Unitholder's other
income in the year of sale (subject to any other applicable limitations),
provided the Unitholder sells all his Units. If a Unitholder is unable to sell
all his Units pursuant to the Offer, then such losses could not be deducted
under the passive activity loss rules (except to the extent of the Unitholder's
passive activity income from the Partnership or other sources) until the
Unitholder sells his remaining Units. (See Section 7. "Effects of the
Offer".)

A Unitholder (other than corporations and certain foreign individuals) who
tenders Units may be subject to 31% backup withholding unless the Unitholder
provides a taxpayer identification number ("TIN") and certifies that the TIN is
correct or properly certifies that he is awaiting a TIN. A Unitholder may
avoid backup withholding by properly completing and signing the Substitute Form
W-9 included as part of the Letter of Transmittal. If a Unitholder who is
subject to backup withholding does not properly complete and sign the
Substitute Form W-9, the Purchaser will withhold 31% from payments to such
Unitholder.

Gain realized by a foreign Unitholder on a sale of a Unit pursuant to the
Offer will be subject to federal income tax. Under Section 1445 of the Code,
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 Purchaser will withhold 10% of the amount realized by a
tendering Unitholder from the Purchase Price payable to such Unitholder unless
the Unitholder properly completes and signs the FIRPTA Affidavit included as
part of the Letter of Transmittal certifying the Unitholder's TIN, that such
Unitholder is not a foreign person and the Unitholder's address.

7
<PAGE> 11
Amounts withheld would be creditable against a foreign Unitholder's federal
income tax liability and, if in excess thereof, a refund could be obtained from
the Internal Revenue Service by filing a U.S. income tax return.

Although certain entities are generally exempt from federal income taxation,
such tax-exempt entities (including Individual Retirement Accounts) are subject
to federal income tax on any "unrelated business taxable income" ("UBTI"). A
tax-exempt Unitholder may realize UBTI on a sale of Units pursuant to the Offer
to the extent that the Partnership's property is subject to "acquisition
indebtedness" (as defined in the Code) or if such Unitholder acquired its Units
with acquisition indebtedness. Such UBTI generally may be offset by such
Unitholder's net operating loss carryover, if any (determined without taking
into account any amount of income or deduction which is excluded in computing
UBTI), subject to applicable limitations.

SECTION 7. EFFECTS OF THE OFFER.

LIMITATIONS ON RESALES. Pursuant to the Partnership Agreement, the General
Partner is authorized to defer the effective date of transfers of Units which
would, in the opinion of counsel to the Partnership, cause a termination of the
Partnership for federal income tax purposes, until such time as such transfers
would not cause such a termination. Depending upon the number of Units
tendered pursuant to the Offer, the number of Unit transfers which may be
effected on the secondary market or otherwise during the twelve-month period
following completion of the Offer without being subject to deferral by the
General Partner may be limited.

EFFECT ON TRADING MARKET. There is no established public trading market for
the Units and, therefore, a reduction in the number of Unitholders should not
materially further restrict the Unitholders' ability to find purchasers for
their Units.

CONTROL OF ALL UNITHOLDER VOTING DECISIONS BY PURCHASER. Depending on the
number of Units tendered pursuant to the Offer, the Purchaser could be in a
position to significantly influence all voting decisions with respect to the
Partnership. This means that the Purchaser could (i) prevent non-tendering
Unitholders from taking action they desire but that the Purchaser opposes and
(ii) take action desired by the Purchaser but opposed by non-tendering
Unitholders. Under the Partnership Agreement, Unitholders holding a majority
of the Units are entitled to take action with respect to a variety of matters,
including: removal and replacement of the General Partner; dissolution of the
Partnership; sale of all or substantially all of the Partnership's properties;
and most types of amendments to the Partnership Agreement. When voting on such
matters, the Purchaser will vote Units owned and acquired by it in its
interest. However, the Standstill Agreement, among other things, limits for up
to a two-year period ending in November 1998 the manner in which the Purchaser
may vote on certain Partnership decisions. (See "THE TENDER OFFER - Section
10. Certain Information Concerning the Purchaser").

The Units are registered under the Exchange Act, which requires, among other
things, that the Partnership furnish certain information to its Unitholders and
to the Commission and comply with the Commission's proxy rules in connection
with meetings of, and solicitation of consents from, Unitholders. The
Purchaser does not believe that the purchase of Units pursuant to the Offer
will result in the Units becoming eligible for deregistration under Section
12(g) of the Exchange Act.

SECTION 8. FUTURE PLANS. The Offer is being made for investment purposes
and with a view to making a profit. Subject to the limitations contained in
the Standstill Agreement, following the completion of the Offer, the Purchaser
may acquire additional Units. Any such acquisition may be made through private
purchases or by any other means deemed advisable. Any such acquisition may be
at a price higher or lower than the price to be paid for the Units purchased
pursuant to the Offer. Although the Purchaser does not have any present plans
or intentions with respect to a merger, reorganization or liquidation of the
Partnership, a sale of assets or refinancing of any of the Partnership's
properties or a change in the management, capitalization or distribution policy
of the Partnership, the Purchaser reserves the right, at an appropriate time to
exercise its rights as a holder of Units to vote on matters subject to a vote
of Unitholders. However, the Standstill Agreement, among other things, limits
for up to a two-year period ending in November 1998 the manner in which the
Purchaser may vote on certain Partnership decisions.

8
<PAGE> 12
SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information
included herein concerning the Partnership is derived from the Partnership's
publicly-filed reports. Additional financial and other information concerning
the Partnership is contained in the Partnership's Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the Commission. Such
reports and other documents may be examined and copies may be obtained from the
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C 20549, and
at the regional offices of the Commission located in the Northwestern Atrium
Center, 500 Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World
Trade Center, New York, New York 10048. Copies should be available by mail
upon payment of the Commission's customary charges by writing to the
Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C.
20549. The Purchaser disclaims any responsibility for the information included
in such reports and extracted in this Offer to Purchase.

The Partnership's Assets and Business. The Partnership was formed on
August 14, 1986 under the laws of Delaware for the purpose of acquiring two
parcels of land, aggregating 3.63 acres, located in Stamford, Connecticut and
developing, owning and operating two class A office buildings (the "Buildings")
to be constructed thereon (collectively the "Project"). The Buildings contain
approximately 325,000 square feet of rentable space. The Partnership will
terminate on December 31, 2036 unless dissolved sooner as provided within the
Partnership's partnership agreement. The Partnership reported that as of
September 30, 1996, the Project's overall occupancy was at 70%.

On February 16, 1996, the General Partner adopted a resolution that states,
among other things, if a Change of Control (as defined below) occurs, the
General Partner may distribute the Partnership's cash balances not required for
its ordinary course day-to-day operations. "Change of Control" means any
purchase or offer to purchase more than 10% of the Units that is not approved
in advance by the General Partner. In determining the amount of the
distribution, the General Partner may take into account all material factors.
In addition, the Partnership will not be obligated to make any distribution to
any partner and no partner will be entitled to receive any distribution until
the General Partner has declared the distribution and established a record date
and distribution date for the distribution. The Partnership filed a Form 8-K
disclosing this resolution on February 29, 1996.

Mortgage Note Payable. On July 19, 1990, the Partnership closed a revolving
first mortgage loan with People's Bank ("People's"). The mortgage note payable
was a $25 million, seven year, non-recourse first mortgage loan with an 11.5%
fixed interest rate for the first five years which was set at 3% over the
five-year United States treasury security rate at loan closing. On February
17, 1994, the Partnership entered into a modification of the loan which: (i)
reduced the interest rate from 11.5% to 7.43% for the period February 1, 1994
through the adjustment date on July 19, 1995, at which time the interest rate
was reset to 9.03%, (ii) reduced the maximum principal balance from $25 million
to $24,449,795; and (iii) eliminated the interest reserve line item. Another
provision of the loan was that when occupancy at the Property reached 50% or
greater, the interest rate on the loan would be reduced by 25 basis points.
Payments of interest are due monthly in arrears and are paid from the
Partnership's funds. Payment of the outstanding principal amount is due at the
end of the seven-year term. The loan may be prepaid in whole or in part at any
time without penalty. As of September 30, 1996, the principal balance of the
loan was $17,798,291. Loan proceeds may continue to be used to fund approved
line items.

The General Partner has disclosed that it is currently reviewing the
Partnership's options regarding refinancing the foregoing mortgage loan which
matures in August 1997.

Litigation. Two mechanic's liens have been filed against the Project in the
amounts of $2,650,018 and $155,936, respectively. The parties filing these
liens have sought to foreclose on the liens in an action pending in the
Connecticut Superior Court. A trial in the action was completed in April 1996,
and on November 18, 1996 the court entered a final judgment in the proceeding
awarding the lien holders an aggregate of $925,070. The party awarded $770,070
of the foregoing aggregate amount has informed the Partnership that it intends
to appeal the decision of the court.

The Partnership is also party to certain other litigations relating to
construction at the Project.

9
<PAGE> 13
SELECTED FINANCIAL DATA.

Set forth below is a summary of certain financial data for the Partnership
which has been excerpted from the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and the Partnership's Quarterly Report
on Form 10-Q for the nine months ended September 30, 1996. More comprehensive
financial and other information is included in such reports and other documents
filed by the Partnership with the Commission, and the following summary is
qualified in its entirety by reference to such reports and other documents and
all the financial information and related notes contained therein.

STAMFORD TOWERS LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31,
-------------------------- -----------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
----------- ------------ ------------ ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total income . . . . . . . . $ 3,243,413 2,728,081 3,598,963 2,973,408 2,798,924 2,824,981 2,823,470
=========== ========== ========== ========== ========== ========== ==========

Net loss . . . . . . . . . . $(1,652,906) ( 2,035,836) (3,017,904) (3,711,936) (4,387,694) (4,180,101) (5,001,682)
=========== ========== ========== ========== ========== ========== ==========

Net loss per Unit . . . . . $ (.21) (.26) (.38) (.47) (.56) (.53) (.63)
==== ==== ==== ==== ==== ==== ====

Total assets . . . . . . . . $69,191,853 70,521,276 69,670,348 70,989,125 74,328,520 76,917,606 79,778,759
=========== ========== ========== ========== ========== ========== ==========

Revolving loan payable . . . $17,798,291 16,483,152 16,483,152 15,407,772 14,951,320 13,312,685 11,465,501
========== ========== ========== ========== ========== ========== ==========

Cash distributions per Unit . $ -0- -0- -0- -0- -0- -0- -0-
===== ===== ===== ===== ===== ===== =====
</TABLE>

10
<PAGE> 14
REAL ESTATE AND ACCUMULATED DEPRECIATION

Set forth below is a summary of certain information for the Partnership
which has been excerpted from the Partnership's Annual Report on 10-K for the
fiscal year ended December 31, 1995. More comprehensive information regarding
the real estate and accumulated depreciation for the Partnership is included in
said report and other documents filed by the Partnership with the Commission
and the following summary is qualified in its entirety by reference to such
reports and other documents.

<TABLE>
<CAPTION>
Costs
Capitalized
Subsequent
to Gross Amount at Which
Initial Cost Acquisition Carried at Close Of Period
-------------------------- ------------ ---------------------------------------
Buildings Buildings Buildings
and and and
Description Encumbrances Land Improvements Improvements Retirements Land Improvements Total
- --------------- ----------- ----------- ------------ ------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

OFFICE
BUILDINGS:
North Tower
Stamford, CT $10,320,043 $ 8,828,690 $31,289,872 $ 7,528,864 $ 133,847 $ 8,828,690 $38,684,889 $ 7,513,579

South Tower
Stamford, CT 6,163,109 5,885,793 20,859,915 432,896 89,231 5,885,793 21,203,580 27,089,373
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
16,483,152 14,714,483 52,149,787 7,961,760 223,078 14,714,483 59,888,469 74,602,952
<CAPTION>

Accumulated Construction Depreciable
Description Depreciation Completed Life
- --------------- ------------ ------------ ------------
<S> <C> <C> <C>

OFFICE
BUILDINGS:
North Tower
Stamford, CT $10,844,283 2/90 5-35 years

South Tower
Stamford, CT 3,561,542 2/90 5-35 years
-----------
14,405,825
</TABLE>

Note: For Federal income tax purposes, at December 31, 1995 the aggregate cost
of real estate is $75,009,915 and the amount of accumulated depreciation
is $11,221,111.

11
<PAGE> 15
SECTION 10. CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser is
a newly-formed Delaware limited liability company. The address of the
principal office of the Purchaser is One International Place, Boston,
Massachusetts 02110. The managing member of the Purchaser (the "Managing
Member") is AP-GP Prom Partners Inc., a Delaware corporation which is
ultimately controlled by Apollo Real Estate Capital Advisors II, Inc.
("Advisors"), as general partner of Apollo Real Estate Advisors II, L.P.
("AREA II"), the general partner of Apollo Real Estate Investment Fund II,
L.P., a recently formed private real estate investment fund and the sole
shareholder of the Managing Member. Since its inception, the directors of
Advisors have been Leon D. Black and John J. Hannan, who were founding
principals of Apollo Advisors, L.P., the respective managing general partner of
Apollo Investment Fund, L.P., AIF II, L.P. and Apollo Investment Fund III,
L.P., private securities investment funds, and, together with William L. Mack,
of Apollo Real Estate Advisors, L.P. ("AREA") and AREA II, the respective
managing general partners of Apollo Real Estate Investment Fund, L.P. ("Apollo
I") and Apollo Real Estate Investment Fund II, L.P. ("Apollo II"). Apollo I
and Apollo II are private real estate investment funds organized in 1993 and
1996, respectively, to make direct and indirect investments in real estate
assets, joint ventures and operating companies. Mr. Mack has been the
President and Managing Partner of the Mack Organization, a national owner and
developer of and investor in office and industrial buildings as well as other
commercial properties principally in the New York/New Jersey metropolitan area
as well as throughout the United States since 1963. The business address for
Messrs. Black, Hannan and Mack is 1301 Avenue of the Americas, New York, New
York 10019.

For certain information concerning the executive officers and directors of
the Managing Member, see Schedule I to this Offer to Purchase.

Michael L. Ashner, Vice President of the Managing Member, entered into the
Standstill Agreement with the Partnership on November 27, 1996. The Standstill
Agreement was entered into in connection with the Partnership's response to Mr.
Ashner's request for a list of the names and addresses of Unitholders. The
Standstill Agreement generally provides that the Unitholder list will be
provided to Mr. Ashner (for use by him and his affiliates) in consideration of
Mr. Ashner's agreement (on behalf of himself and his affiliates) for a two-year
period not to (i) acquire in excess of 30% of the outstanding Units, (ii)
propose or participate in any merger, asset acquisition or similar transaction
involving the Partnership, (iii) make or participate in any proxy solicitation
with respect to the Partnership, (iv) disclose any intention or plan to any
third party which is inconsistent with the terms of the Standstill Agreement,
or (v) lend money to any person in connection with any action inconsistent with
the Standstill Agreement. The Standstill Agreement also generally provides for
(i) prior notice to the Partnership of any communication with Unitholders and
(ii) notice to the Partnership of any approaches to Mr. Ashner or his
affiliates concerning participation in any transaction involving the
Partnership's assets, business or securities or involving any action
inconsistent with the Standstill Agreement. With respect to Units owned or
acquired by Mr. Ashner or his affiliates (including the Purchaser), such Units
for a two-year period are required to be voted (i) on all issues proposed by
the Partnership, in the same proportion as other Unitholders and (ii) on all
issues proposed by any person other than the Partnership, in the manner
recommended by the General Partner; provided that such Units may be voted in
any manner if the proposal relates to an increase in the fees or other
compensation currently payable to the General Partner pursuant to the
Partnership's partnership agreement. The Standstill Agreement contains certain
other agreements between the parties, including an accelerated termination
provision in the event the Partnership's properties are not at least 70%
pre-leased by November 27, 1997. Reference is made to the Standstill
Agreement, a copy of which is attached as an Exhibit to the Purchaser's
Schedule 14D-1 filed with the Commission in connection with this Offer, for a
complete description of the terms of the Standstill Agreement, including the
terms summarized above.

Except as otherwise set forth in this Offer to Purchase or Schedule I
hereto, (1) neither the Purchaser, the Managing Member, Advisors, and to the
best of Purchaser's knowledge, the persons listed on Schedule I, nor any
affiliate of the foregoing beneficially owns or has a right to acquire any
Units, (2) neither the Purchaser, the Managing Member, Advisors, and to the
best of Purchaser's knowledge, the persons listed on Schedule I, nor any
affiliate thereof or director, executive officer or subsidiary of the Managing
Member or

12
<PAGE> 16
Advisors has effected any transaction in the Units within the past 60 days, (3)
neither the Purchaser, the Managing Member, Advisors, and to the best or
Purchaser's knowledge, any of the persons listed on Schedule I, nor any
director or executive officer of the Managing Member or Advisors has any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of the Partnership, including, but not limited to,
contracts, arrangements, understandings or relationships concerning the
transfer or voting thereof, joint ventures, loan or option arrangements, puts
or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies, (4) there have been no transactions or business
relationships which would be required to be disclosed under the rules and
regulations of the Commission between any of the Purchaser, the Managing
Member, Advisors, or, to the best of Purchaser's knowledge, the persons listed
on Schedule I, on the one hand, and the Partnership or its affiliates, on the
other hand, and (5) there have been no contracts, negotiations or transactions
between the Purchaser, the Managing Member, Advisors, or, to the best of
Purchaser's knowledge, the persons listed on Schedule I, on the one hand, and
the Partnership or its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets.

The Purchaser acquired the 200 Units owned by it on January 15, 1997 in a
privately negotiated transaction for a purchase price of $1.51 per Unit.

SECTION 11. SOURCE OF FUNDS. $3,473,000 (exclusive of fees and expenses)
would be required to purchase the Units sought pursuant to the Offer, if
tendered. The Purchaser presently contemplates that it will obtain all of such
funds from capital contributions from its partners who have an aggregate net
worth substantially in excess of the amount required to purchase the Units.

SECTION 12. PURCHASE PRICE CONSIDERATIONS.

The Purchaser has set the Purchase Price at $1.51 net per Unit. The
Purchaser established the Purchase Price for the Offer by analyzing a number of
quantitative and qualitative factors including: (i) the absence of a
significant number of recent secondary market resales of the Units; (ii) the
lack of liquidity of an investment in the Partnership; (iii) the lack of
distributions by the Partnership; (iv) the General Partner's estimated net
asset value per Unit; (v) the impact on the General Partner's estimated net
asset value of expenses of liquidating the Partnership; (vi) potential
liabilities associated with pending litigation against the Partnership; (vii)
the August 1997 maturity of the Partnership's mortgage loan and uncertainty as
to the manner of repayment or refinancing thereof; (viii) the overall 70%
occupancy rate at the Project; (ix) the administrative costs of continuing to
own the Partnership's assets through a publicly registered limited partnership;
(x) the limitations imposed on the Purchaser under the Standstill Agreement;
and (xi) estimated transaction costs of completing the Offer.

The Partnership's Form 10-K for the fiscal year ended December 31, 1995
states that "[t]here is no established trading market for the Units. The
Partnership originally intended to apply to include the Units on NASDAQ or
another quoted securities market upon the completion of the lease-up of the
Project. However, an application is not anticipated at this time." At present,
privately negotiated sales and sales through intermediaries (e.g., through the
trading system operated by Chicago Partnership Board, Inc., which publishes
sell offers by holders of Units) are the only means available to a Unitholder
to liquidate an investment in Units (other than the Offer) because the Units
are not listed or traded on any exchange or quoted on any NASDAQ list or
system. According to Partnership Spectrum, an independent, third-party
industry publication, between October 1, 1996 and November 30, 1996, a total of
4,733 Units (less than 1% of the outstanding Units) traded at prices ranging
from a low of $1.04 to a high of $1.35 per Unit, with a weighted average of
$1.14 per Unit. Such gross sales prices reported by Partnership Spectrum do
not necessarily reflect the net sales proceeds received by sellers of Units,
which typically are reduced by commissions and other secondary market
transaction costs to amounts less than the reported prices.

13
<PAGE> 17
The General Partner has estimated the net asset value per Unit to be $2.37
as of December 31, 1995. The General Partner's estimate assumes a sale of the
Project at its December 31, 1995 appraised value. However, the General Partner
noted that appraisals are only estimates of current value, that actual values
realizable upon sale may be significantly different and that as a result of the
foregoing and the illiquid nature of an investment in Units, variation between
the appraised value of the Partnership's properties and the price at which
Units could be sold is likely to be significant. Furthermore, the General
Partner's estimated net asset value does not take into account liabilities
associated with resolution of pending litigation against the Partnership and
may not take into account expenses associated with liquidation of the
Partnership. Set forth below is (i) the methodology employed by the General
Partner in estimating the net asset value per Unit as of December 31, 1995, as
extracted from the Partnership's 1995 Annual Report to Unitholders and (ii) a
calculation of the net asset value per Unit as of September 30, 1996, based on
information extracted from the Partnership's Quarterly Report on Form 10Q for
the quarter ended September 30, 1996, using the General Partner's methodology.

Determination of Net Asset Value Per $10 Unit at December 31, 1995 and
September 30, 1996

<TABLE>
<CAPTION>
DECEMBER 31, 1995 (1) SEPTEMBER 30, 1996
<S> <C> <C>
Real Estate

Appraised Value $ 30,800,000 $30,800,000
Less: Revolving Loan Payable (16,483,152) (17,798,291)
------------ -----------
14,316,848 13,001,709

------------ -----------
Cash and Cash Equivalents 5,873,982 5,049,293
Accounts Receivable 51,977 48,743

Prepaid Expenses 19,933 (2) 450,000 (2)
------------ -----------
20,262,740 18,549,735
Less:

Accounts Payable and Accrued Expenses (1,373,535)(3) (977,920)(3)
Interest Payable (124,036) (131,073)
------------ ----------

Partnership Net Asset Value (4) $ 18,576,169 $17,440,742
============ ==========

Net Asset Value Allocated:
Limited Partners $ 18,577,517 $17,453,445

General Partner 187,652 176,297
------------ ----------
$ 18,765,169 (5) $17,629,742 (5)
============ ==========

NET ASSET VALUE PER UNIT $2.37 $2.23
(7,826,300 UNITS OUTSTANDING)
============ ==========
</TABLE>

- ------------

(1) Extracted from the Partnership's 1995 Annual Report to Unitholders.

(2) Prepaid expenses included on the Partnership's 12/31/95 balance sheet
aggregated $1,399,363. The Purchaser believes that substantially all of
this amount is represented by leasing commissions which are being
amortized over the term of various leases, and that such leasing
commissions were excluded in arriving at the amount of prepaid expenses
utilized by the General Partner in the valuation. As of September 30,
1996, the Partnership's prepaid expenses had increased to $1,847,894.
The Partnership has

14
<PAGE> 18
disclosed that the increase was primarily attributable to the payment of
leasing commissions, costs associated with a lease extension and the
prepayment of insurance premiums and real estate taxes. For purposes of
a 9/30/96 estimate the Purchaser has assumed that the only additional
items includible in the computation are those attributable to the
prepayment of insurance premiums and real estate taxes, and that such
items would not exceed $430,000. It has also been assumed that the
other prepaid expenses ($19,933) included in the General Partner's
estimate would remain the same which accounts for the Purchaser's
$450,000 estimate for prepaid expenses.

(3) The Purchaser believes that the General Partner determined this amount
as of 12/31/95 by subtracting from accounts payable and accrued expenses
the amount of restricted cash. Accordingly, the Purchaser used the same
methodology to determine the amount of accounts payable and accrued
expenses as of 9/30/96.

(4) The Net Asset Value assumes a sale of the Partnership's property at the
December 31, 1995 appraised value, the payment of all amounts owed by
the Partnership, and the distribution of the remaining proceeds,
together with the Partnership's cash and temporary investments, to the
Partners.

(5) The Purchaser believes that the aggregate net asset value allocated to
the Limited Partners and the General Partner exceeds the Partnership Net
Asset Value as a result of the General Partner's obligation to restore
deficits in its capital account. The amount of this excess is $189,000
and, for purposes of its 9/30/96 estimate, the Purchaser has assumed
that the deficit restoration obligation of the General Partner is
$189,000.

The Purchase Price represents the price at which the Purchaser is willing to
purchase Units. No independent person has been retained to evaluate or render
any opinion with respect to the fairness of the Purchase Price and no
representation is made by the Purchaser or any affiliate of the Purchaser as to
such fairness. The Purchaser did not attempt to obtain current independent
valuations or appraisals of the underlying assets owned by the Partnership.
Other measures of the value of the Units may be relevant to Unitholders.
Unitholders are urged to consider carefully all of the information contained
herein and consult with their own advisors, tax, financial or otherwise, in
evaluating the terms of the Offer before deciding whether to tender Units.

SECTION 13. CONDITIONS OF THE OFFER. Notwithstanding any other term of the
Offer, the Purchaser shall not be required to accept for payment or to pay for
any Units tendered if all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by, any
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, necessary for the consummation of the
transactions contemplated by the Offer shall not have been filed, occurred or
been obtained. Furthermore, notwithstanding any other term of the Offer, the
Purchaser shall not be required to accept for payment or pay for any Units not
theretofore accepted for payment or paid for and may terminate or amend the
Offer as to such Units if, at any time on or after the date of the Offer and as
determined by the Purchaser, any of the following conditions exists:

a. a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have
been issued and shall remain in effect which (1) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of the
Offer or the acceptance for payment of or payment for any Units by the
Purchaser, (2) imposes or confirms limitations on the ability of the
Purchaser effectively to exercise full rights of ownership of any Units,
including, without limitation, the right to vote any Units acquired by the
Purchaser pursuant to the Offer or otherwise on all matters properly
presented to the Partnership's Unitholders, (3) requires divestiture by the
Purchaser of any Units, (4) causes any material diminution of the benefits
to be derived by the Purchaser as a result of the transactions contemplated
by the Offer, or (5) might materially adversely affect the business,
properties, assets, liabilities, financial condition, operations, results of
operations or prospects of the Purchaser or the Partnership;

b. there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed
applicable to the Offer by any federal or state court, government or
governmental authority or agency, which might, directly or indirectly,
result in any of the consequences referred to in clauses (1) through (5) of
paragraph (a) above;

15
<PAGE> 19
c. any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Partnership, which, in the reasonable judgment of the Purchaser, is or may
be materially adverse to the Partnership, or the Purchaser shall have become
aware of any fact that, in the reasonable judgment of the Purchaser, does or
may have a material adverse effect on the value of the Units;

d. there shall have occurred (1) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (2) a declaration of
a banking moratorium or any suspension of payments in respect of banks in
the United States, (3) any limitation by any governmental authority on, or
other event which might affect, the extension of credit by lending
institutions or result in any imposition of currency controls in the United
States, (4) a commencement of a war or armed hostilities or other national
or international calamity directly or indirectly involving the United
States, (5) a material change in United States or other currency exchange
rates or a suspension of a limitation on the markets thereof, or (6) in the
case of any of the foregoing existing at the time of the commencement of the
Offer, a material acceleration or worsening thereof;

e. there shall have been threatened, instituted or pending any action
or proceeding before any court or government agency or other regulatory or
administrative agency or commission or by any other person challenging the
acquisition of any Units pursuant to the Offer, or otherwise directly or
indirectly relating to the Offer, or otherwise, in the reasonable judgment
of the Purchaser, adversely affecting the Purchaser or the Partnership;

f. the Partnership or the General Partner shall have (1) issued, or
authorized or proposed the issuance of, any Partnership interests of any
class, or any securities convertible into, or rights, warrants or options to
acquire, any such interests or other convertible securities, (2) issued or
authorized or proposed the issuance of any other securities in respect of,
in lieu of, or in substitution for, all or any of the presently outstanding
Units, (3) refinanced any of the Partnership's properties, other than in the
ordinary course of the Partnership's business and consistent with the past
practice, (4) declared or paid any distribution, other than in cash and
consistent with past practice, on any of its Partnership interests, or (5)
authorized, proposed or announced its intention to propose any merger,
consolidation or business combination transaction, acquisition of assets,
disposition of assets or material change in its capitalization, or any
comparable event not in the ordinary course of business and consistent with
past practice; or

g. the General Partner shall not have recognized to the Purchaser's
reasonable satisfaction, or agreed to recognize, the effectiveness of the
transfer to the Purchaser of the Units tendered pursuant to the Offer.

The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to
such conditions or may be waived by the Purchaser in whole or in part at any
time and from time to time in its sole discretion. Any determination by the
Purchaser concerning the events described above will be final and binding upon
all parties. Notwithstanding anything to the contrary set forth in this
Section 13, all conditions set forth in this Section 13 must be satisfied or
waived on or prior to the Expiration Date.

SECTION 14. CERTAIN LEGAL MATTERS.

GENERAL. Except as set forth in this Section 14, the Purchaser 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
acquisition of Units by the Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is the Purchaser's present intention
that such additional approval or action would be sought.

16
<PAGE> 20
While there is no present intent to delay the purchase of Units tendered
pursuant to the Offer pending receipt of any such additional approval or the
taking of any such action, there can be no assurance that any such additional
approval or action, if needed, would be obtained without substantial conditions
or that adverse consequences might not result to the Partnership's business, or
that certain parts of the Partnership's business might not have to be disposed
of or held separate or other substantial conditions complied with in order to
obtain such approval or action, any of which could cause the Purchaser to elect
to terminate the Offer without purchasing Units thereunder. The Purchaser's
obligation to purchase and pay for Units is subject to certain conditions,
including conditions related to the legal matters discussed in this Section 14.

ANTITRUST. The Purchaser does not believe that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the
acquisition of Units contemplated by the Offer.

MARGIN REQUIREMENTS. The Units 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 the Offer.

STATE TAKEOVER LAWS. A number of states have adopted anti-takeover laws
which purport, to varying degrees, to be applicable to attempts to acquire
securities of corporations which are incorporated in such states or which have
substantial assets, securityholders, principal executive offices or principal
places of business therein. Although the Purchaser has not attempted to comply
with any state anti-takeover statutes in connection with the Offer, the
Purchaser reserves the right to challenge the validity or applicability of any
state law allegedly applicable to the Offer and nothing in this Offer to
Purchase nor any action taken in connection herewith is intended as a waiver of
such right. If any state anti-takeover statute is applicable to the Offer, the
Purchaser might be unable to accept for payment or purchase Units tendered
pursuant to the Offer or be delayed in continuing or consummating the Offer.
In such case, the Purchaser may not be obligated to accept for purchase or pay
for any Units tendered.

SECTION 15. FEES AND EXPENSES. Except as set forth in this Section 15, the
Purchaser will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of Units pursuant to the Offer. The Purchaser
has retained The Herman Group, Inc. to act as Information Agent and as
Depositary in connection with the Offer. The Purchaser will pay The Herman
Group, Inc. reasonable and customary compensation for their respective services
in connection with the Offer, plus reimbursement for out-of-pocket expenses.
The Purchaser will also pay all costs and expenses of printing and mailing the
Offer and its legal fees and expenses.

SECTION 16. MISCELLANEOUS. The Purchaser is not aware of any jurisdiction
in which the making of the Offer is not in compliance with applicable law. If
the Purchaser becomes aware of any jurisdiction in which the making of the
Offer would not be in compliance with applicable law, the Purchaser will make a
good faith effort to comply with any such law. If, after such good faith
effort, the Purchaser cannot comply with any such law, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Units residing in such jurisdiction.

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained herein or in the Letter
of Transmittal and, if given or made, such information or representation must
not be relied upon as having been authorized.

17
<PAGE> 21

The Purchaser has filed with the Commission a (Schedule 14D-1, pursuant to
Rule 14d-3 under the Exchange Act,) furnishing certain additional information
with respect to the Offer, and may file amendments thereto. The Schedule 14D-1
and any amendments thereto, including exhibits, may be inspected and copies may
be obtained at the same places and in the same manner as set forth in Section 9
hereof (except that they will not be available at the regional offices of the
Commission).

Steele Hill Partners L.L.C.

February 14, 1997

18
<PAGE> 22
Appendix A
GLOSSARY

ADVISORS: Apollo Real Estate Capital Advisor II, Inc.

AREA: Apollo Real Estate Advisors, L.P.

BUSINESS DAY: Any day other than Saturday, Sunday or a federal holiday, and
consists of the time period from 12:01 a.m. through 12:00 Midnight, New York
City time

CODE: The Internal Revenue Code of 1986, as amended

COMMISSION: The Securities and Exchange Commission

DEPOSITARY: The Herman Group, Inc.

ELIGIBLE INSTITUTION: A member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., a
commercial bank, savings bank, credit union, savings and loan association or
trust company having an office, branch or agency in the United States

EXCHANGE ACT: Securities Exchange Act of 1934, as amended

EXPIRATION DATE: 12:00 Midnight, New York City Time on March 14, 1997, unless
and as extended

GENERAL PARTNER: Stamford Towers, Inc., the general partner of the Partnership

INFORMATION AGENT: The Herman Group, Inc.

MANAGING MEMBER: AP-GP Prom Partners Inc., the managing member of the
Purchaser

OFFER: This offer of the Purchaser set forth in this Offer to Purchase and the
related Letter of Transmittal, as each may be supplemented or amended from time
to time

OFFER TO PURCHASE: This Offer of the Purchaser

PARTNERSHIP: Stamford Towers Limited Partnership

PURCHASE PRICE: The amount of cash paid to each Unitholder for each Unit
tendered upon consummation of the Offer

PURCHASER: Steele Hill Partners L.L.C.

UNITHOLDERS: Holders of Units

UNITS: Depositary Units representing assignments of limited partnership
interest
<PAGE> 23
SCHEDULE 1

EXECUTIVE OFFICERS AND DIRECTORS OF AP-GP PROM PARTNERS INC.

Set forth below is the name, current business address, present principal
occupation, and employment history for at least the past five years of AP-GP
Prom Partners Inc. Each person listed below is a citizen of the United States.

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATION,
POSITION, OFFICE OR EMPLOYMENT FOR THE PAST FIVE YEARS

W. EDWARD SCHEETZ. Mr. Scheetz has been an officer and a director of AP-GP
Prom Partners Inc. since October 1996 and an officer of Advisors since its
inception. Since 1993, Mr. Scheetz has been a principal of AREA and since May
1996 of AREA II which respectively act as managing general partner of Apollo I
and Apollo II. From prior to 1993, Mr. Scheetz was a principal of Trammell
Crow Ventures, a national real estate investment firm. Mr. Scheetz is also a
director of Capital Apartment Properties, Inc., Metropolis Realty Inc., Koger
Equity Inc., NextHealth Inc., Roland International, Inc., Koll Management
Services, Inc. and Western Pacific Housing Corp. Mr. Scheetz' business address
is 1301 Avenue of the Americas, New York, New York 10019.

RICHARD MACK. Mr. Mack has been an officer and a director of AP-GP Prom
Partners Inc. since October 1996. Since May 1993, Mr. Mack has been associated
with AREA and since May 1996 has been associated with AREA II, which
respectively act as managing general partner of Apollo I and Apollo II. Prior
to May 1993, Mr. Mack attended Columbia Law School. Prior to April 1990, Mr.
Mack was employed by the real estate investment banking group at Shearson
Lehman Hutton, Inc., an investment banking and brokerage firm.

LEE S. NEIBART. Mr. Neibart has been an officer and a director of AP-GP Prom
Partners Inc. since October 1996 and an officer of Advisors since its
inception. Since 1993, Mr. Neibart has been associated with AREA and since May
1996 with AREA II which respectively act as managing general partner of Apollo
I and Apollo Fund II. From prior to 1993, Mr. Neibart was Executive Vice
President and Chief Operating Officer of the Robert Martin Company, a private
real estate development and management firm based in Westchester County, New
York. Mr. Neibart received his MBA degree from New York University. Mr.
Neibart is also a director of Capital Apartment Properties, Inc., Metropolis
Realty Inc., Koger Equity Inc., NextHealth Inc., Roland International, Inc. and
a past President of the NAIOP in New York. Mr. Neibart's business address is
1301 Avenue of the Americas, New York, New York 10019.

MICHAEL L. ASHNER. Mr. Ashner has been an officer of AP-GP Prom Partners Inc.
since October 1996. Since January 1996, Mr. Ashner has also been President and
Chief Executive Officer of Winthrop Financial Associates, A Limited Partnership
("Winthrop"), which is engaged in the real estate investment business. From
June 1994 until January 1996, Mr. Ashner was a Director, President and
Co-Chairman of National Property Investors, Inc., a real estate investment firm
("NPI"). Since 1981, Mr. Ashner has also served as President of Exeter Capital
Corporation, a firm which has organized and administered real estate limited
partnerships. Mr. Ashner has substantial investments and manages numerous
partnerships and corporations which own real estate investments. Mr. Ashner's
business address is 100 Jericho Quadrangle, Suite 214, Jericho, New York 11753.

PETER BRAVERMAN. Mr. Braverman has been an officer of AP-GP Prom Partners
Inc. since October 1996. Since January 1996, Mr. Braverman has been a Senior
Vice President of Winthrop. From June 1995 until January 1996, Mr. Braverman
was a Vice President of NPI. From June 1991 until March 1994, Mr. Braverman
was President of the Braverman Group, a firm specializing in management
consulting for the real estate and construction industries. From 1988 to 1991,
Mr. Braverman was Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction
firm. Mr. Braverman's business address is 100 Jericho Quadrangle, Suite 214,
Jericho, New York 11753.
<PAGE> 24

The Letter of Transmittal and any other required documents should be sent or
delivered by each Unitholder or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary at the address set forth below:

THE HERMAN GROUP, INC.

By Hand, Mail or Overnight Delivery: 2121 San Jacinto Street
26th Floor
Dallas, Texas 75201

For Telephone Information contact the Information Agent at:

(800) 992-6172

Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal and other tender offer materials
may be directed to the Purchaser at the telephone number and address listed
above. You may also contact your broker for assistance concerning the Offer.

<PAGE> 1
EXHIBIT 99(a)(2)

LETTER OF TRANSMITTAL
TO
TENDER DEPOSITARY UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP
INTERESTS
OF
STAMFORD TOWERS LIMITED PARTNERSHIP
BY
STEELE HILL PARTNERS L.L.C.

PURSUANT TO THE OFFER TO PURCHASE DATED FEBRUARY 14, 1997

<TABLE>
<CAPTION>
Number of Purchase Price No. of Units Total Purchase Price
Units Owned Per Unit Tendered if all Units Tendered
----------- ------------- --------------- ---------------------
<S> <C> <C> <C>

</TABLE>

Please indicate changes or corrections to the address printed above.
================================================================================

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK TIME, ON MARCH 14, 1997, UNLESS EXTENDED.

The undersigned hereby tenders to Steele Hill Partners L.L.C., a Delaware
limited liability company (the "Purchaser"), the number of outstanding
Depositary Units ("Units") representing assignments of limited partnership
interests of Stamford Towers Limited Partnership, a Delaware limited
partnership (the "Partnership"), specified above, pursuant to the Purchaser's
Offer to Purchase up to 2,300,000 outstanding Units at a price of $1.51 per
Unit, less the amount of any distributions declared or made with respect to the
Units between February 14, 1997 (the "Offer Date") and the date of payment of
the Purchase Price by the Purchaser, net to the seller in cash, without
interest upon the terms set forth in this Offer to Purchase (the "Offer to
Purchase"), and in the related Letter of Transmittal, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). Receipt of the Offer to Purchase is hereby acknowledged. Capitalized
terms used herein and not defined herein have the meanings ascribed to such
terms in the Offer to Purchase.

By executing and delivering this Letter of Transmittal, a tendering
Unitholder irrevocably constitutes and appoints the Purchaser and designees of
the Purchaser and each of them as Unitholder's proxies, with full power of
substitution, in the manner set forth in this Letter of Transmittal to the full
extent of such Unitholder's rights with respect to the Units tendered by such
Unitholder and accepted for payment by the Purchaser (and with respect to any
and all other Units or other securities issued or issuable in respect of such
Unit on or after the date hereof). All such proxies shall be considered
irrevocable and coupled with an interest in the tendered Units. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts such Units for payment. Upon such acceptance for payment, all prior
proxies given by such Unitholder with respect to such Units (and such other
Units and securities) will be revoked without further action, and no subsequent
proxies may be given nor any subsequent written consent executed (and, if given
or executed, will not be deemed effective). The Purchaser and its designees
will, with respect to the Units (and such other Units and securities) for which
such appointment is effective, be empowered to exercise all voting and other
rights of such Unitholder as they in their sole discretion may deem proper at
any meeting of Unitholders or any adjournment or postponement thereof, by
written consent in lieu of any such meeting or otherwise. The Purchaser may
assign such proxy and/or power-of-attorney to any person with or without
assigning the related Units with respect to which such proxy and/or
power-of-attorney was granted. The Purchaser reserves the right to require
that, in order for a Unit to be deemed validly tendered, immediately upon the
Purchaser's payment for such Unit, the Purchaser must be able to exercise full
voting rights with respect to such Unit and other securities, including voting
at any meeting of Unitholders.

By executing and delivering this Letter of Transmittal, a tendering
Unitholder also irrevocably constitutes and appoints the Purchaser and its
designees as the Unitholder's attorneys-in-fact, each with full power of
substitution to the extent of the Unitholder's rights with respect to the Units
tendered by the Unitholder and accepted for payment by the Purchaser. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts the tendered Units for payment. Upon such acceptance for payment, all
prior powers of attorney granted by the Unitholder with respect to such Unit
will, without further action, be revoked, and no subsequent powers of attorney
may be granted (and if granted will not be effective). Pursuant to such
appointment as attorneys-in-fact, the Purchaser and its designees each will have
the power, among other things, (i) to seek to transfer ownership of such Units
on the Partnership books (and execute and deliver any accompanying evidences of
transfer and authenticity any of them may deem necessary or appropriate in
connection therewith, including without limitation, any documents or instruments
required to be executed under a "Transferor's (Seller's) Application for
Transfer" created by the NASD, if required), (ii) upon receipt by the Depositary
(as the tendering Unitholder's agent) of the Purchase Price, to become a
substitute Unitholder, to receive any and all distributions made by the
Partnership after the Expiration Date, and to receive all benefits and otherwise
exercise all rights of beneficial ownership of such Units in accordance with the
terms of the Offer, (iii) to execute and deliver to the Partnership and/or the
General Partner a change of address form instructing the Partnership to send any
and all future distributions to which the Purchaser is entitled pursuant to the
terms of the Offer in respect of tendered Units to the address specified in such
form and (iv) to endorse any check payable to or upon the order of such
Unitholder representing a distribution to which the Purchaser is entitled
pursuant to the terms of the Offer, in each case on behalf of the tendering
Unitholder. If legal title to the Units is held through an IRA or KEOGH or
similar account, the Unitholder understands that this Letter of Transmittal must
be signed by the custodian of such IRA or KEOGH account and the Unitholder
hereby authorizes and directs the custodian of such IRA or KEOGH to confirm this
Letter of Transmittal. This Power of Attorney shall not be affected by the
subsequent mental disability of the Unitholder, and the Purchaser shall not be
required to post bond in any nature in connection with this Power of Attorney.
The Purchaser may assign such Power of Attorney to any person with or without
assigning the related Units with respect to which such Power of Attorney was
granted.

By executing and delivering this Letter of Transmittal, a tendering
Unitholder irrevocably assigns to the Purchaser and its assigns all of the
right, title and interest of such Unitholder in the Partnership with respect to
the Units tendered and purchased pursuant to the Offer, including, without
limitation, such Unitholder's right, title and interest in and to any and all
distributions made by the Partnership after the date of payment of the Purchase
Price by the Purchaser. The Purchaser reserves the right to transfer or assign,
in whole or from time to time in part, to one or more persons, the right to
purchase Units tendered pursuant to the Offer, together with the Purchaser's
rights under this Letter of Transmittal, but any such transfer or assignment
will not relieve the Purchaser of its obligations under the Offer or prejudice
the rights of tendering Unitholders to receive payment for Units validly
tendered and accepted for payment pursuant to the Offer.

By executing and delivering this Letter of Transmittal, tendering
Unitholder represents and warrants to the Purchaser that no Depositary Receipts
in respect of Units being tendered have been issued by the Partnership other
than those Depositary Receipts (if any) being delivered herewith.

By executing this Letter of Transmittal, the undersigned represents that
either (a) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan; or (b) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

The undersigned recognizes that, if the number of Units validly tendered on
or prior to the Expiration Date and not withdrawn is equal to or less than the
total number of Units sought pursuant to the Offer, the Purchaser will accept
for payment, subject to the terms and conditions of the Offer, all Units so
tendered. If the number of Units validly tendered on or prior to the Expiration
Date and not withdrawn exceeds the total number of Units sought pursuant to the
Offer, the Purchaser will accept for payment, subject to the terms and
conditions of the Offer, the total number of Units sought pursuant to the
Offer, on a pro rata basis (with such adjustments to avoid purchase of
fractional Units).

The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in Section 2 ("Proration;
Acceptance for Payment and Payment for Units") and Section 13 ("Conditions of
the Offer") of the Offer to Purchase, the Purchaser may not be required to
accept for payment any of the Units tendered hereby. In such event, the
undersigned understands that any Letter of Transmittal for Units not accepted
for payment will be destroyed by the Purchaser. Except as stated in Section 4
("Withdrawal Rights") of the Offer to Purchase, this tender is irrevocable.

<PAGE> 2
===============================================================================
SIGNATURE BOX
- -------------------------------------------------------------------------------
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. ALL SIGNATURES MUST
BE MEDALLION SIGNATURE GUARANTEED BY AN ELIGIBLE INSTITUTION. (See Instruction
2.) The signatory hereto hereby certifies under penalties of perjury the
Taxpayer Identification Number (i.e., the social security number) furnished in
the blank provided in this Signature Box and the statements in Box A, Box B and,
if applicable, Box C. The undersigned hereby represents and warrants for the
benefit of the Partnership and the Purchaser that the Unitholder owns the Units
tendered hereby and has full power and authority to validly tender, sell,
assign, transfer, convey and deliver the Units tendered hereby and that when the
same are accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claims, and that the transfer and the assignment
contemplated herein is in compliance with all applicable laws and regulations
and not in conflict with the partnership agreement. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.

X
------------------------------------------------------------------------------
(Signature of Owner) (Date)

X
------------------------------------------------------------------------------
Taxpayer Identification Number of Owner (other than IRA's)

X
------------------------------------------------------------------------------
(Signature of Co-Owner) (Date)

- -------------------------------------------------------------------------------
(Title)

Telephone (Day) ( ) Telephone (Eve) ( )
----------------------- ----------------------

GUARANTEE OF SIGNATURE (SEE INSTRUCTION 2)

Name of Firm:
-----------------------------------------------------------------

Authorized Signature:
----------------------------------------------------------
================================================================================

TAX CERTIFICATIONS

================================================================================

BOX A
SUBSTITUTE FORM W-9
(See Instruction 3)

The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser under penalties of perjury:

(i) The Taxpayer Identification Number ("TIN") furnished in the space provided
for that purpose in the Signature Box of this Letter of Transmittal is the
correct TIN of the Unitholder; or if this box [ ] is checked, the Unitholder has
applied for a TIN. If the Unitholder has applied for a TIN, a TIN has not been
issued to the Unitholder, and either: (a) the Unitholder has mailed or delivered
an application to receive a TIN to the appropriate Internal Revenue Service
("IRS") Center or Social Security Administration Office, or (b) the Unitholder
intends to mail or deliver an application in the near future, it is hereby
understood that if the Unitholder does not provide a TIN to the Purchaser within
sixty (60) days 31% of all reportable payments made to the Unitholder thereafter
will be withheld until a TIN is provided to the Purchaser; and

(ii) Unless this box [ ] is checked, the Unitholder is not subject to backup
withholding either because the Unitholder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unitholder is
subject to backup withholding as a result of a failure to report all interest
or dividends, or (c) has been notified by the IRS that such Unitholder is no
longer subject to backup withholding.

Note: Place an "X" in the box in (ii) above, if you are unable to certify that
the Unitholder is not subject to backup withholding.

================================================================================

================================================================================
BOX B
FIRPTA AFFIDAVIT
(See Instruction 3)

Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-IIT(d), a
transferee must withhold tax equal to 10% of the amount realized with respect
to certain transfers of an interest in a partnership if 50% or more of the
value of its gross assets consists of U.S. real property interests and 90% or
more of the value of its gross assets consists of U.S. real property interests
plus cash or cash equivalents, and the holder of the partnership interest is a
foreign person. To inform the Purchaser that no withholding is required with
respect to the Unitholder's interest in the Partnership, the person signing
this Letter of Transmittal hereby certifies the following under penalties of
perjury:

(i) Unless this box [ ] is checked, the Unitholder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Code and
Income Tax Regulations);

(ii) the Unitholder's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished
in the blank provided for that purpose in the Signature Box of this Letter of
Transmittal; and

(iii) the Unitholder's home address (for individuals), or office address (for
non-individuals), is correctly printed (or corrected) on the Front of this
Letter of Transmittal. If a corporation, the jurisdiction of incorporation is
_________________________.

The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.

================================================================================

BOX C
SUBSTITUTE FORM W-8
(See Instruction 3)

By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unitholder is an "exempt foreign
person" for purposes of the backup withholding rules under U.S. federal income
tax laws, because the Unitholder:

(i) Is a nonresident alien or a foreign corporation, partnership, estate
or trust;

(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and

(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or
barter exchange.

================================================================================

TO TENDER UNITS, UNITHOLDERS SHOULD COMPLETE AND SIGN THIS LETTER OF
TRANSMITTAL IN THE SIGNATURE BOX AND RETURN IT (TOGETHER WITH ANY OTHER
REQUIRED DOCUMENTATION) IN THE SELF-ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED,
OR BY HAND OR OVERNIGHT COURIER TO: THE HERMAN GROUP, INC., 2121 SAN JACINTO
STREET, 26TH FLOOR, DALLAS, TX 75201. DELIVERY OF THIS LETTER OF TRANSMITTAL OR
ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN THE ONE SET FORTH ABOVE
DOES NOT CONSTITUTE VALID DELIVERY.

PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
AND BOXES A, B AND C ABOVE.
FOR INFORMATION CALL (800) 992-6172

<PAGE> 3
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. DELIVERY OF LETTER OF TRANSMITTAL. For convenience in responding to
the Offer, a self-addressed, postage-paid envelope have been enclosed
with the Offer to Purchase. However, to ensure receipt of the Letter
of Transmittal, it is suggested that you use an overnight courier or,
if the Letter of Transmittal is to be delivered by United States mail,
that you use certified or registered mail, return receipt requested.

To be effective, a duly completed and signed Letter of Transmittal
must be received by the Depositary at the address set forth below
before the Expiration Date, 12:00 Midnight, New York City Time on
March 14, 1997, unless extended. LETTERS OF TRANSMITTAL WHICH HAVE
BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS MARKED IN THE "NUMBER
OF UNITS TENDERED" COLUMN, SHALL BE DEEMED TO HAVE TENDERED ALL UNITS
PURSUANT TO THE OFFER.

BY MAIL, HAND DELIVERY THE HERMAN GROUP, INC.
OR OVERNIGHT COURIER: 2121 San Jacinto Street,
26th Floor
Dallas, Texas 75201

FOR ADDITIONAL INFORMATION CALL: (800) 992-6172

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
UNITHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY.

2. SIGNATURES. All Unitholders must sign in the Signature Box on the
Letter of Transmittal. If the Units are held in the names of two or
more persons, all such persons must sign the Letter of Transmittal.
When signing as a general partner, corporate officer,
attorney-in-fact, executor, custodian, administrator or guardian,
please give full title and send proper evidence of authority
satisfactory to the Purchaser with this Letter of Transmittal. With
respect to most trusts, the Partnership will generally require only
the named trustee to sign the Letter of Transmittal. For Units held
in a custodial account for minors, only the signature of the custodian
will be required. ALL SIGNATURES MUST BE MEDALLION SIGNATURE
GUARANTEED BY A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. OR A COMMERCIAL BANK, SAVINGS BANK, CREDIT UNION,
SAVINGS AND LOAN ASSOCIATION OR TRUST COMPANY HAVING AN OFFICE, BRANCH
OR AGENCY IN THE UNITED STATES (EACH AN "ELIGIBLE INSTITUTION").

For IRA custodial accounts, the beneficial owner should return the
executed Letter of Transmittal to the Depositary as specified in
Instruction 1 herein. Such Letter of Transmittal will then be
forwarded to the custodian for additional execution. Such Letter of
Transmittal will not be considered duly completed until after it has
been executed by the custodian.

If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.

3. DOCUMENTATION REQUIREMENTS. All Depositary Receipts which have been
issued by the partnership (if any) in respect of Units being tendered
must be delivered to the Depositary in order for such Units to be
validly tendered. In addition, additional documentation may be
required by the Purchaser under certain circumstances including, but
not limited to those listed below. Questions on documentation should
be directed to: Steele Hill Partners, L.L.C. c/o The Herman Group,
Inc., Project Administration Department, at the address or telephone
number listed above.

Deceased Owner (Joint Tenant) - Certified Copy of Death
Certificate.

Deceased Owner (Others) - Certified Copy of Death
Certificate. (See also Executor/
Administrator/Guardian below).

Executor/Administrator/Guardian - (i) Certified Copies of court
Appointment Documents for
Executor or Administrator
dated within 60 days of the
date of execution of the
Letter of Transmittal; and

(ii) a copy of applicable
provisions of the Will (Title
Page, Executor(s)' powers,
asset distribution); OR

(iii) Certified copy of Estate
distribution documents.

Attorney-in-Fact - Current Power of Attorney.

Corporations/Partnerships - Certified copy of Corporate
Resolution(s), (with raised
corporate seal), or other
evidence of authority to act.
Partnerships should furnish copy
of Partnership
Agreement.

Trust/Pension Plans - Copy of cover page of the Trust
or Pension Plan, along with copy
of the section(s) setting forth
names and powers of Trustee(s) and
any amendments to such sections
or appointment of Successor
Trustee(s).

ALL SIGNATURES MUST BE MEDALLION SIGNATURE GUARANTEED BY AN
ELIGIBLE INSTITUTION.

4. U.S. PERSONS. A Unitholder who or which is a United States citizen OR
a resident alien individual, a domestic corporation, a domestic
partnership, a domestic trust or a domestic estate (collectively,
"United States Persons") as those terms are defined in the Code and
Income Tax Regulations, should follow the instructions below with
respect to certifying Boxes A and B in the Letter of Transmittal.

TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax
backup withholding, the Unitholder must furnish his, her or its TIN in
the blank provided for that purpose in the Signature Box in the
Letter of Transmittal and certify under penalties of perjury Box A, B
and, if applicable, Box C.

WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE
FOLLOWING NOTE AS A GUIDELINE:

NOTE: INDIVIDUAL ACCOUNTS should reflect their own TIN. JOINT
ACCOUNTS should reflect the TIN of the person whose name appears
first. TRUST ACCOUNTS should reflect the TIN assigned to the Trust.
CUSTODIAL ACCOUNTS FOR THE BENEFIT OF MINORS should reflect the TIN of
the minor. CORPORATIONS OR OTHER BUSINESS ENTITIES should reflect the
TIN assigned to that entity. If you need additional information,
please see the enclosed copy of the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.

SUBSTITUTE FORM W-9 - BOX A.

(i) In order to avoid 31% federal income tax backup withholding,
the Unitholder must provide to the Purchaser in the blank
provided for that purpose in the Signature Box in the Letter
of Transmittal the Unitholder's correct TIN and certify, under
penalties of perjury, that such Unitholder is not subject to
such backup withholding. The TIN being provided on the
Substitute Form W-9 is that of the registered Unitholder as
indicated in the Letter of Transmittal. If a correct TIN is
not provided, penalties may be imposed by the IRS, in addition
to the Unitholder being subject to backup withholding.
Certain Unitholders (including, among others, all
corporations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results
in an overpayment of taxes, a refund may be obtained from the
IRS.

(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING.

FIRPTA AFFIDAVIT - BOX B. To avoid withholding of tax pursuant to
Section 1445 of the Code, each Unitholder who or which is a United
States Person (as defined in Instruction 3 above) must certify, under
penalties of perjury, the Unitholder's TIN and address, and that the
Unitholder is not a foreign person. Tax withheld under Section 1445 of
the Internal Revenue Code is not an additional tax. If withholding
results in an overpayment of tax, a refund may be obtained from the
IRS. CHECK THE BOX IN BOX B, PART (ii) ONLY IF YOU ARE NOT A U.S.
PERSON, AS DESCRIBED THEREIN. CORPORATIONS SHOULD INSERT THE STATE OF
INCORPORATION IN THE BLANK PROVIDED FOR THAT PURPOSE IN BOX B.

<PAGE> 4

5. FOREIGN PERSONS - BOX C. In order for a Unitholder who is a foreign
person (i.e., not a United States Person as defined in Instruction 3
above) to qualify as exempt from 31% backup withholding, such foreign
Unitholder must certify, under penalties of perjury, the statement in
Box C of this Letter of Transmittal attesting to that foreign person's
status by checking the box in such statement. UNLESS SUCH BOX IS
CHECKED, SUCH FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX
UNDER SECTION 1445 OF THE CODE.

6. CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted.

7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a
Letter of Transmittal will be determined by the Purchaser and such
determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including
these instructions for the Letter of Transmittal) also will be final
and binding. The Purchaser will have the right to waive any
irregularities or conditions as to the manner of tendering. Any
irregularities in connection with tenders must be cured within such
time as the Purchaser shall determine unless waived by it.

The Letter of Transmittal will not be valid unless and until any
irregularities have been cured or waived. Neither the Purchaser nor
the Information Agent, nor the Depositary is under any duty to give
notification of defects in a Letter of Transmittal and will incur no
liability for failure to give such notification.

Questions and requests for assistance may be directed to the
Information Agent as its address and telephone number listed below. Additional
copies of the Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent as set forth below,
and will be furnished promptly at the Purchaser's expense.

The Information Agent and Depositary for the Offer is:

[THE HERMAN GROUP INC. LOGO]

2121 San Jacinto Street
26th Floor
Dallas, Texas 75201
or
Call Toll-Free (800) 992-6172

<PAGE> 1
EXHIBIT 99(a)(3)

STEELE HILL PARTNERS L.L.C One
International Place
Boston, MA 02110

February 14, 1997

Dear Unitholders of
Stamford Towers
Limited Partnership:

Enclosed please find a copy of an Offer to Purchase relating to the
offer of Steele Hill Partners L.L.C. to purchase your depositary units in the
Partnership for $1.51 per unit, net to you in cash. The Offer is scheduled to
expire March 14, 1997 and is limited to 2,300,000 units, representing
approximately 29% of the total number of units outstanding.

We urge you to carefully review the enclosed Offer to Purchase and the
accompanying Letter of Transmittal. To tender your units, please execute the
enclosed Letter of Transmittal and return it in the manner and to the address
indicated in the Instructions and the inside cover of the Offer to Purchase.

If you have any questions with respect to the Offer, please call The
Herman Group, Inc., our information agent, toll free at (800) 992-6172.

Steele Hill Partners L.L.C.

<PAGE> 1
EXHIBIT 99(c)(1)

STAMFORD TOWERS LIMITED PARTNERSHIP
3 World Financial Center
29th Floor
New York, NY 10285

November 27, 1996

PERSONAL AND CONFIDENTIAL

Ira J. Gaines
Sunshine Wire & Cable Defined Benefit Plan
3116 East Shea Blvd.
Phoenix, Arizona 85028

Dear Mr. Gaines:

The purpose of this letter is to set forth our understanding with
regard to any proposed acquisition of outstanding units of limited partnership
interests ("Units") of Stamford Towers Limited Partnership, a Delaware limited
partnership (the "Partnership"), from holders of Units (each a "Unitholder" and
collectively, the "Unitholders") by Sunshine Wire & Cable Defined Benefit Plan
or any person who is its Affiliate (as defined below) or Michael L. Ashner or
any of his Affiliates (collectively, "you").

In response to your request and in consideration of the agreements set
forth in this letter agreement, the Partnership agrees to provide you a current
list of the names and addresses of the Unitholders along with the number of
Units owned by each of them in a computer readable form reasonably requested by
you. You agree that you may only use the list to acquire up to 30% (including
Units acquired through all other means) of the Partnership's outstanding Units.

You represent and warrant that on the date hereof you beneficially own
one thousand (1,000) Units. You also agree that until the second anniversary
of the date of this letter agreement, neither you nor any person who is your
Affiliate (as defined under Rule 405 of the
<PAGE> 2
Ira J. Gaines
November 27, 1996
Page 2

Securities Act of 1933, as amended) will, without the prior written consent of
the Partnership, which may be withheld for any reason, (i) in any manner
including, without limitation, by tender offer (whether or not pursuant to a
filing made with the Securities and Exchange Commission), acquire, attempt to
acquire or make a proposal to acquire, directly or indirectly, more than 30%
(including Units acquired through all other means) of the outstanding Units of
the Partnership from any Unitholder, Unitholders or otherwise, (ii) seek or
propose to enter into, directly or indirectly, any merger, consolidation,
business combination, sale or acquisition of assets, liquidation, dissolution
or other similar transaction involving the Partnership, (iii) make, or in any
way participate, directly or indirectly, in any "solicitation" of "proxies" or
"consents" (as such terms are used in the proxy rules of the Securities and
Exchange Commission) to vote, or seek to advise or influence any person with
respect to the voting of any voting securities of the Partnership (iv) form,
join or otherwise participate in a "group" (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to any voting securities of the Partnership, (v) disclose
to any third party any intention, plan or arrangement inconsistent with the
terms of this letter agreement or (vi) loan money to, advise, assist or
encourage any person in connection with any action inconsistent with the terms
of this letter agreement.

You also agree that until the second anniversary of the date of this
letter agreement you shall not make any proposal or request, directly or
indirectly, to amend, waive or terminate any provision of this letter agreement
(including this sentence). In addition, you agree that you will notify the
Partnership at least seven days before initiating any communication with
Unitholders and provide a copy of such communication (if written) with such
notice.
<PAGE> 3
Ira J. Gaines
November 27, 1996
Page 3

If at any time during such two-year period you are approached by any
third party concerning participation in any transaction involving the assets,
businesses or securities of the Partnership or involving any action
inconsistent with the terms of this letter agreement, you will promptly inform
the Partnership of the nature of any such contact and the parties thereto. You
shall not, without the prior written consent of the Partnership, disclose to
any party that is not an Affiliate the list of Unitholders' names, addresses
and number of Units held that was provided to you by the Partnership.

You understand that the general partner of the Partnership may
consider from time to time selling all or substantially all of the assets of
the Partnership or entering into any other transaction in the best interests of
the Unitholders and the Partnership. The result of any such transaction, if
approved by a majority vote of the Unitholders if required, might be the
dissolution and liquidation of the Partnership in accordance with the
partnership agreement. Accordingly, in order to avoid disrupting any possible
sale of all or substantially all of the Partnership's assets or any other
transaction in the best interests of the Unitholders and the Partnership and
any required vote of Unitholders, you agree that, until the second anniversary
of the date of this letter agreement, all Units obtained by you pursuant to any
means will be voted by you (i) on all issues proposed by the Partnership in the
same proportion as by all other Unitholders who vote on any such proposal and
(ii) on all issues proposed by any person other than the Partnership or any of
its Affiliates in the manner that is recommended by the general partner of the
Partnership on any such proposal, provided, however, you shall be entitled to
vote in any manner if the proposal relates to an increase in the fees or other
compensation currently payable to the general partner pursuant to the
Partnership's partnership agreement.
<PAGE> 4
Ira J. Gaines
November 27, 1996
Page 4

We each hereby acknowledge that we are aware, and that we will advise
our respective Affiliates of our respective responsibilities under the
securities laws. We each agree that the other of us or our respective
Affiliates, as the case may be, shall be entitled to equitable relief,
including injunctive relief and specific performance, in the event of any
breach of the provisions of this letter agreement, in addition to all other
remedies available at law or in equity. You also agree that, during such
two-year period, you shall not sell, transfer, assign or convey any Units now
owned, or hereafter acquired, by you to any party, unless such party agrees in
writing to be bound by the terms of this agreement.

Notwithstanding anything contained herein to the contrary, you shall
be entitled to terminate this letter agreement by written notice to the
Partnership if, after one year from the date hereof, the Partnership's
properties are not at least 70% pre-leased.

In case any provision in or obligation under this letter agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

This letter agreement shall be governed by the laws of the State of
New York without giving effect to principles of conflicts of law thereof. This
letter agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together constitute one and the same instrument.
<PAGE> 5
Ira J. Gaines
November 27, 1996
Page 5

If you agree with the foregoing, please sign and return two copies of
this letter agreement, which will constitute our agreement with respect to the
subject matter of this letter agreement.

Very truly yours,

STAMFORD TOWERS LIMITED PART-
NERSHIP

By: Stamford Towers, Inc.,
its general partner

By: /s/ Regina M. Hertl
----------------------
Name: Regina M. Hertl
Title: President

Confirmed and agreed to as of
the date first above written

SUNSHINE WIRE & CABLE DEFINED BENEFIT PLAN

By: /s/ Ira Gaines
--------------------------
Name: Ira Gaines
Title: Trustee

/s/ Michael L. Ashner
- -----------------------------
Michael L. Ashner