ARVIDA JMB PARTNERS L P, SC 14D1, 1996-06-19

ARVIDA JMB PARTNERS L P
SC 14D1, 1996-06-19
OPERATIVE BUILDERS

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<PAGE> 1

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

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

ARVIDA/JMB PARTNERS, L.P.
a Delaware Limited Partnership
(Name of Subject Company)

RALEIGH CAPITAL ASSOCIATES L.P.
(Bidder)

LIMITED PARTNERSHIP INTERESTS
(Title of Class
of Securities)

NONE
(CUSIP Number of Class
of Securities)

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

Michael L. Ashner Copy to:
Raleigh Capital Associates L.P. Mark I. Fisher
100 Jericho Quadrangle Todd J. Emmerman
Suite 214 Rosenman & Colin LLP
Jericho, New York 11735-2717 575 Madison Avenue
(516) 822-0022 New York, New York 10022-2585
(212) 940-8800

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

Calculation of Filing Fee

---------------------------------------------------
Transaction Amount of
Valuation* Filing Fee
----------- ----------

$76,035,000 $15,207
---------------------------------------------------

*For purposes of calculating the filing fee only. This amount assumes the
purchase of 185,000 Limited Partnership Interests ("Units") of the subject
company for $411 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 1 of 9 Pages
Exhibit Index Located at Page 9
<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

RALEIGH CAPITAL ASSOCIATES L.P.

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

5 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)

PN
<PAGE> 3
Item 1. Security and Subject Company.

(a) The name of the subject company is Arvida/JMB Partners,
L.P., a Delaware limited partnership (the "Partnership"), which has its
principal executive offices at 900 N. Michigan Avenue, Chicago, Illinois 60611.

(b) This Schedule relates to the offer by Raleigh Capital
Associates L.P., a Delaware limited partnership (the "Purchaser"), to purchase
up to 185,000 outstanding Limited Partnership Interests ("Units") of the
Partnership at $411 per Unit less the amount of any distributions declared or
made with respect to the Units between June 19, 1996 (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 and subject to the conditions set forth
in the Offer to Purchase dated June 19, 1996 (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 13.
Purchase Price Considerations" of the Offer to Purchase is incorporated herein
by reference.

3
<PAGE> 4
Item 2. Identity and Background.

(a)-(d) The information set forth in "INTRODUCTION", "THE
TENDER OFFER -- Section 11. Certain Information Concerning the Purchaser" and
Schedule 1 of the Offer to Purchase is incorporated herein by reference.

(e)-(f) During the last five years, neither the Purchaser
nor, to the best of its knowledge, any of the persons listed in Schedule 1 or
referred to in Section 11 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
11. Certain Information Concerning the Purchaser" of the Offer to Purchase is
incorporated herein by reference.

4
<PAGE> 5
Item 4. Source and Amount of Funds or Other Consideration.

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

(b) Not applicable.

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

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

(c)-(e) Not applicable.

(f)-(g) The information set forth in "THE TENDER OFFER --
Section 7. Effects of the Offer" 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 11. Certain Information Concerning the Purchaser" of
the Offer to Purchase is incorporated herein by reference.

5
<PAGE> 6
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.

None.

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

The information set forth in "THE TENDER OFFER -- Section 16.
Fees and Expenses" of the Offer to Purchase is incorporated herein by
reference.

Item 9. Financial Statements of Certain Bidders.

Not applicable.

Item 10. Additional Information.

(a) None.

(b)-(d) The information set forth in "THE TENDER OFFER --
Section 15. 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.

6
<PAGE> 7
Item 11. Material to be Filed as Exhibits.

(a)(1) Offer to Purchase dated June 19, 1996.

(a)(2) Letter of Transmittal.

(a)(3) Cover Letter, dated June 19, 1996, from Raleigh
Capital Associates L.P. to Unitholders.

(b)-(f) Not applicable.

7
<PAGE> 8
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: June 19, 1996

RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General
Partner

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

8
<PAGE> 9
INDEX TO EXHIBIT

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

(a)(1) Offer to Purchase dated June 19, 1996 . . . . . . . . . . . . . . .

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

(a)(3) Cover Letter, dated June 19, 1996, from Raleigh Capital Associates
L.P. to Unitholders . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE> 1

Exhibit 99(a)(1)

<PAGE> 2
OFFER TO PURCHASE FOR CASH
UP TO 185,000 LIMITED PARTNERSHIP INTERESTS
OF
ARVIDA/JMB PARTNERS, L.P.
FOR
$411 NET PER UNIT
BY
RALEIGH CAPITAL ASSOCIATES L.P.

***************************************************************************
* *
* THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT *
* 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 17, 1996, UNLESS *
* EXTENDED. *
* *
***************************************************************************

Raleigh Capital Associates L.P., a Delaware limited partnership (the
"Purchaser"), hereby offers to purchase up to 185,000 of the outstanding
Limited Partnership Interests (the "Units") of Arvida/JMB Partners, L.P., a
Delaware limited partnership (the "Partnership"), at a purchase price (the
"Purchase Price") equal to $411 per Unit less the amount of any distributions
declared or made with respect to the Units between June 19, 1996 (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"). 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 185,000 Units sought
pursuant to the Offer represent 46% of the total Units outstanding as of March
31, 1996.

THE PURCHASER IS NOT AFFILIATED WITH ARVIDA/JMB MANAGERS, INC., THE
GENERAL PARTNER OF THE PARTNERSHIP (the "General Partner").

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

o The book value of each Unit (the "Book Value"), as reflected on the
Partnership's Form 10-Q for the quarter ended March 31, 1996, was $561
per Unit. The Book Value represents the portion of the excess of the
Partnership's assets over its liabilities, as determined in accordance
with generally accepted accounting principles, which is attributable to
the Units. Book Value does not necessarily reflect the fair market value
of a Unit, which may be higher or lower than the Book Value depending on
several factors, including liquidity of the Units and external economic
and market factors. Book Value also does not reflect the amount which a
Unitholder would ultimately receive if the Partnership were liquidated.
Such amount would likely be affected by several factors, including the
time required to effect a liquidation of the Partnership's assets and the
ability of the Partnership to realize the full value of its assets as
reflected in the Book Value. Furthermore, Book Value may not take into
account liabilities associated with resolution of numerous pending
litigations against the Partnership.

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.

(continued on next page)

________________________________________________

If you have any questions or need additional information, you may contact
the Information Agent for the Offer at:

The Herman Group, Inc.
(800) 992-6146
June 19, 1996
<PAGE> 3
(continued from cover page)

o Depending upon 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, merger, 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.

o Pursuant to the Amended and Restated Agreement of Limited Partnership of
the Partnership (the"Partnership Agreement"), the General Partner is
obligated on or prior to October 31, 1997 to either (i) cause the Units
to be listed on a national exchange or reported by the National
Association of Securities Dealers Automated Quotation System, (ii)
purchase, or cause an affiliate to purchase, all outstanding Units at
their then appraised fair market value, or (iii) commence a liquidation
of the Partnership's assets. Unitholders who tender their Units will be
giving up any potential benefit relating to any such action by the
General Partner as well as any other potential benefits represented by
the ownership of such Units, including the right to receive any future
distributions by the Partnership.

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 a
variety of possible actions 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 14 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 (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 (OR A FACSIMILE THEREOF) 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 75221-9602

BY FACSIMILE: (214) 999-9348 OR (214) 999-9323

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) 992-6146
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
<S> <C>
Page
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 . . . . . . . . 8
Section 10. Conflicts of Interest. . . . . . . . . . . . . . . . . . . . . 11
Section 11. Certain Information Concerning the Purchaser . . . . . . . . . 11
Section 12. Source of Funds . . . . . . . . . . . . . . . . . . . . . . . 12
Section 13. Purchase Price Considerations . . . . . . . . . . . . . . . . 12
Section 14. Conditions of the Offer . . . . . . . . . . . . . . . . . . . 13
Section 15. Certain Legal Matters. . . . . . . . . . . . . . . . . . . . . 14
Section 16. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 15
Section 17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 15

Appendix A Glossary

Schedule 1 Information with respect to the executive officers and directors of
Raleigh GP Corp.
</TABLE>
<PAGE> 5
To the Holders of Limited Partnership Interests of
Arvida/JMB Partners, L.P.

INTRODUCTION

The Purchaser hereby offers to purchase up to 185,000 of the outstanding
Units for $411 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.

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. (See "THE TENDER OFFER - Section 13. Purchase Price Considerations".)

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

o The Book Value, as reflected on the Partnership's Form 10-Q for the
quarter ended March 31, 1996, was $561 per Unit. The Book Value
represents the portion of the excess of the Partnership's assets over its
liabilities, as determined in accordance with generally accepted
accounting principles, which is attributable to the Units. Book Value
does not necessarily reflect the fair market value of a Unit, which may
be higher or lower than the Book Value depending on several factors,
including liquidity of the Units and external economic and market
factors. Book Value also does not reflect the amount which a Unitholder
would ultimately receive if the Partnership were liquidated. Such amount
would likely be affected by several factors, including the time required
to effect a liquidation of the Partnership's assets and the ability of
the Partnership to realize the full value of its assets as reflected in
the Book Value. Furthermore, Book Value may not take into account
liabilities associated with resolution of numerous pending litigations
against the Partnership.

o Pursuant to the Partnership Agreement, the General Partner is obligated
on or prior to October 31, 1997 to either (i) cause the Units to be
listed on a national exchange or reported by the National Association of
Securities Dealers Automated Quotation System, (ii) purchase, or cause an
affiliate to purchase, all outstanding Units at their then appraised fair
market value, or (iii) commence a liquidation of the Partnership's
assets. Unitholders who tender their Units will be giving up any
potential benefit relating to any such action by the General Partner as
well as any other potential benefits represented by the ownership of such
Units, including the right to receive any future distributions by the
Partnership.
<PAGE> 6
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 a
variety of possible actions including liquidation of the Partnership or
removal and replacement of the General Partner.

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 $411 purchase price
is 68% higher than the $245 weighted average selling price for Units
reported for the limited secondary market during the four month period
ended March 31, 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 Offer will provide Unitholders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with market sales or partnership transfer
fees.

o During the last three years Unitholders have been required to report
taxable income of $274 per Unit while only receiving cash distributions
of $21 per Unit.

o Unitholders who acquired their Units in the original offering should
receive a tax benefit from the sale of their Units in 1996.

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

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 404,000 Units issued and outstanding held
by 24,908 Unitholders. The Purchaser and its affiliates own 693 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)
992-6146.

2
<PAGE> 7
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 July 17,
1996, 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
14, which sets forth in full 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 Securities and Exchange Commission (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, by
increasing 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 (or a facsimile
thereof), and any other documents required by the Letter of Transmittal. (See
"Section 3. Procedures for Tendering Units".)

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 14, 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> 8
SECTION 3. PROCEDURES FOR TENDERING UNITS.

VALID TENDER. To validly tender Units, a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and any other documents
required by the Letter of Transmittal, must be received by the Purchaser on or
prior to the Expiration Date. In order to comply with certain restrictions on
transfer in the Partnership Agreement, a tender which would result in the
tendering Unitholder owning less than five Units will not be effective.

SIGNATURE REQUIREMENTS. If the Letter of Transmittal is signed by the
registered holder of the Units and payment is to be made directly to that
holder, then no notarization or signature guarantee is required on the Letter
of Transmittal. Similarly, if the Units are tendered for the account of a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank, 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"),
no notarization or signature guarantee is required on the Letter of
Transmittal. HOWEVER, IN ALL OTHER CASES, ALL SIGNATURES ON THE LETTER OF
TRANSMITTAL MUST EITHER BE NOTARIZED OR GUARANTEED BY AN ELIGIBLE INSTITUTION.

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 JULY 17, 1996, UNLESS EXTENDED.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS 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 designees of the Purchaser as such
Unitholder's proxies, 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 designees of the Purchaser 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.

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

4
<PAGE> 9
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 August 17, 1996.

For withdrawal to be effective, a written or facsimile transmission 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 14, 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,
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.

5
<PAGE> 10
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 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.

As a partner in a partnership, a Unitholder is subject to current income
taxation on his allocable share of Partnership taxable income irrespective of
the amount of cash distributed by the Partnership to him. In each of the last
three years, a Unitholder's income tax liability on account of his investment
in Units has exceeded the cash payments received by him from the Partnership.

Taxable income in 1993, 1994 and 1995 aggregated $69 per Unit, $100 per Unit
and $105 per Unit, respectively, while distributions during such periods were
$0 per Unit, $6.35 per Unit and $13.49 per Unit, respectively. A Unitholder
who elects not to sell his Units pursuant to the Offer may continue to incur
income tax liability on account of owning Units in excess of the current cash
distributions made to such Unitholder, as the Partnership's credit facility
imposes restrictions on the amount of cash that can be distributed to
Unitholders.

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, and will be affected by both allocations of
Partnership income, gain or loss, and any cash distributions made by the
Partnership to a Unitholder with respect to such Units. In this regard,
tendering Unitholders will be allocated a pro rata share of the Partnership's
taxable income or loss with respect to Units sold pursuant to the Offer through
the effective date of the sale.

A Unitholder who acquired Units pursuant to the original offering of Units
by the Partnership will recognize a tax loss on a sale of Units pursuant to the
Offer. Even if the Unitholder is subject to the passive activity loss
limitation (discussed below), such loss generally could be deducted in full 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 his Units.

6
<PAGE> 11
In general, the character (as capital or ordinary) of 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.
A Unitholder with "suspended" passive activity losses (i.e., net tax losses in
excess of statutorily provided "phase-in" amounts) from the Partnership
generally will be entitled to offset such losses against any income or gain
recognized by the Unitholder on a sale of his Units pursuant to the Offer. If
the Unitholder recognizes a loss on the sale, such loss, together with any
suspended passive activity losses from the Partnership, generally would not be
subject to the passive activity loss limitation, and therefore, could be
deducted in full 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, the deductibility of such losses would continue
to be subject to the passive activity loss limitation 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. 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.

7
<PAGE> 12
SECTION 7. EFFECTS OF THE OFFER.

LIMITATIONS ON RESALES. Pursuant to the Partnership Agreement, transfers of
Units which would, in the opinion of counsel to the Partnership, result in the
termination of the Partnership for federal income tax purposes will not be
effective. Depending upon the number of Units tendered pursuant to the Offer,
sales of Units on the secondary market for the twelve-month period following
completion of the Offer 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. The Purchaser will
have the right to vote each Unit purchased pursuant to the Offer. Depending on
the number of Units purchased pursuant to the Offer, the Purchaser could be in
a position to significantly influence all voting decisions with respect to the
Partnership. Accordingly, 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 of the General Partner; dissolution of the Partnership; the
sale of all or substantially all of the Partnership's properties; material
changes in the investment objectives and policies of the Partnership; 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.

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 limitation on resales
discussed in Section 7, 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 limited partner to vote on matters subject to a
limited partner vote, including a vote to remove the General Partner or cause
the sale of the Partnership's properties and the liquidation and dissolution of
the Partnership.

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 organized in 1987, under the laws of the State of
Delaware. Its principal executive offices are located at 900 N. Michigan
Avenue, Chicago, IL 60611. Its telephone number is (312) 440-4800.

8
<PAGE> 13
The assets of the Partnership consist principally of interests in land which
is in the process of being developed into master-planned residential
communities (the "Communities") and, to a lesser extent, commercial and
industrial properties; mortgage notes and accounts receivable; construction,
brokerage and other support businesses; real estate assets held for investment;
certain club and recreational facilities; and a cable television business
serving one of its Communities. The Partnership is principally engaged in the
development of comprehensively planned resort and primary home Communities
containing a diversified product mix designed for the middle and upper income
segments of the various markets in which the Partnership operates.

The Partnership sells individual residential lots and parcels of partially
developed and undeveloped land. The third-party builders and developers to
whom the Partnership sells homesites and land parcels are generally smaller
local builders who require project specific financing for their developments
and whose operations are more susceptible to fluctuations in the availability
and terms of financing. In addition, within the Communities, the Partnership
constructs, or causes to be constructed, a variety of products, including
single-family homes, townhouses and condominiums to be developed for sale, as
well as related commercial and recreational facilities. The Communities are
located primarily throughout the State of Florida, with Communities also
located near Atlanta, Georgia and Highlands, North Carolina. Additional
undeveloped properties owned by the Partnership in or near its Communities are
being considered for development as commercial, office and industrial
properties. The Partnership also owns or manages certain club and recreational
facilities within certain of its Communities. Certain assets located in
Florida were acquired by the Partnership from the seller by purchasing a 99.9%
interest in a joint venture partnership in which the General Partner acquired
the remaining joint venture partnership interest. In addition, other assets
are owned by various partnerships, the interests of which are held by certain
indirect subsidiaries of the Partnership and by the Partnership.

The business of the Partnership is cyclical in nature and certain aspects of
the development of Community projects are to some degree seasonal. The
Communities are in various stages of development. The remaining estimate
build-out time for the Communities ranges from one to nine years.

Litigation

The Partnership is a party to numerous litigations. In its Form 10-K for
the fiscal year ended December 31, 1995, the Partnership disclosed the status
of "... a number of homeowner lawsuits, certain of which purported to be class
actions, that allegedly in part arose out of or related to Hurricane Andrew
..."; two subrogation actions, one of which "...plaintiffs seek to recover
damages and pre- and post- judgment interest in connection with $10,873,000 [an
insurance carrier] has allegedly paid, plus amounts it may have to pay in the
future ..."; and a lawsuit filed in October 1995 as a class action in which
"... the multi-count complaint alleges that defendants engaged in various acts
of misconduct in, among other things, the establishment, operation, management
and marketing of the Broken Sound golf course and recreational facilities ..."
and in which "plaintiffs seek ... damages in excess of $45 million, the
appointment of receivers for the Broken Sound Club and Country Club Maintenance
Association, Inc., other unspecified compensatory damages, the right to seek
punitive damages, treble damages, prejudgment interest, attorneys' fees and
costs." In such report, the Partnership also refers to certain other pending
lawsuits and claims against the Partnership.

9
<PAGE> 14
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 three months ended March 31, 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.

<TABLE>
<CAPTION>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
MARCH 31,
----------------------------
1996 1995
------------ -----------
<S> <C> <C>
Total revenue . . . . . . . . . $ 80,602,472 76,064,047
=========== ==========

Net operating income (loss) . . $ 6,631,485 13,910,604
=========== ==========
Equity in earnings (losses) of
unconsolidated ventures . $ 33,813 (1,114,062)
=========== ==========

Income before cumulative effect
due to change in accounting
for long-lived assets . . . . . $ 6,061,026 14,179,862
=========== ==========
Cumulative effect due to change
in accounting for long-lived
assets . . . . . . . . . . . . $ - (2,200,000)
----------- ----------

Net income (loss) . . . . . . . $ 6,061,026 11,979,862
=========== ==========
Net income (loss) per Limited
Partnership

Interest (a) . . . . . . . . $ 13.68 28.74
=========== ==========
Total assets (b) . . . . . . . $ 353,476,688 N/A
===========

Total liabilities (b) . . . . . $ 125,774,030 N/A
===========

Cash distributions per Interest

(c) . . . . . . . . . . . . . . $ 25.85 13.49
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
DECEMBER 31,
-----------------------------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total revenue . . . . . . . . . 382,267,482 315,058,058 247,651,192 174,710,779 155,699,871
=========== =========== =========== =========== ===========

Net operating income (loss) . . 45,181,165 52,676,462 30,689,914 (23,337,245) (11,777,093)
=========== =========== =========== =========== ===========
Equity in earnings (losses) of
unconsolidated ventures . 1,050,994 524,520 1,134,947 (2,225,531) (769,300)
=========== =========== =========== =========== ===========

Income before cumulative effect
due to change in accounting N/A
for long-lived assets . . . . . N/A N/A N/A N/A

Cumulative effect due to change
in accounting for long-lived N/A
assets . . . . . . . . . . . . N/A N/A N/A N/A

Net income (loss) . . . . . . . 41,836,686 47,197,532 29,292,050 (43,974,366) (30,667,969)
=========== =========== =========== =========== ===========
Net income (loss) per Limited
Partnership (74.39)
=========== =========== =========== =========== ===========
Interest (a) . . . . . . . . 101.91 115.37 71.78 (160.42)
=========== =========== =========== =========== ===========
Total assets (b) . . . . . . . 366,439,241 376,371,712 348,094,995 350,807,538 420,289,287
=========== =========== =========== =========== ===========

Total liabilities (b) . . . . . 133,773,954 179,791,958 196,004,818 228,010,419 253,517,802
=========== =========== =========== =========== ===========

Cash distributions per Interest
(c) . . . . . . . . . . . . . . 13.49 6.35 - - -
=========== =========== =========== =========== ===========
</TABLE>

_________________

(a) The net income (loss) per Limited Partnership Interest is based upon the
average number of Limited Partner Interests outstanding during each
period.
(b) The Partnership does not present a classified balance sheet as a matter
of industry practice, and as such,does not distinguish between current
and non-current assets and liabilities.
(c) Cash distributions from the Partnership are generally not equivalent to
Partnership income as determined for federal income tax purposes as
determined under generally accepted accounting principles. Cash
distributions to the Limited Partners represent a return of capital for
federal income tax purposes. During February 1995, the Partnership made
a distribution for 1994 of $5,421,680 to its Limited Partners ($13.42
per Interest). In addition, during the first quarter of 1995, the
Partnership remitted each Limited Partner's share of a North Carolina
non-resident withholding tax on behalf of each of the Limited Partners.
Each payment, which totalled $26,704 ($.07 per Interest), was deemed a
distribution to the Limited Partners. During February 1994, the
Partnership made a distribution for 1993 of $2,565,433 to its Limited
Partners ($6.35 per Interest). There were no cash distributions in
1991, 1992 and 1993.

10
<PAGE> 15
SECTION 10. CONFLICTS OF INTEREST.

VOTING BY THE PURCHASER. As a result of the Offer, the Purchaser may be in
a position to significantly influence all Partnership decisions on which
Unitholders may vote. 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. (See "Section 7. Effects of the
Offer".)

SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASER. The Purchaser
was organized for the purpose of acquiring the Units pursuant to the Offer. The
principal executive office of the Purchaser is at One International Place
Boston, Massachusetts 02110. The general partner of the Purchaser is Raleigh
GP Corp., a newly-formed 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 Raliegh GP Corp. 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. and Apollo Real Estate Investment Fund II, L.P. 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
Raleigh GP Corp., see Schedule 1 to this Offer to Purchase.

In December 1994, representatives of AREA, an affiliate of the Purchaser,
contacted representatives of the General Partner to discuss a possible
transaction involving the acquisition of the Partnership or the General
Partner's interest in the Partnership. Shortly thereafter, such
representatives met to discuss the possibility of such a transaction. At the
meeting, the representatives of the General Partner advised that there was no
interest in any such transaction. No prices were discussed. Since that
meeting, there have been no further discussions between the parties.

Except as otherwise set forth herein, (1) neither the Purchaser, Raleigh GP
Corp., Advisors, to the best of Purchaser's knowledge, the persons listed on
Schedule 1, nor any affiliate of the foregoing beneficially owns or has a right
to acquire any Units, (2) neither the Purchaser, Raleigh GP Corp., Advisors, to
the best of Purchaser's knowledge, the persons listed on Schedule 1, nor any
affiliate thereof or director, executive officer or subsidiary of Raleigh GP
Corp. or Advisors has effected any transaction in the Units within the past 60
days, (3) neither the Purchaser, Raleigh GP Corp., Advisors, to the best of
Purchaser's knowledge, any of the persons listed on Schedule 1, nor any
director or executive officer of Raleigh GP Corp. 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, Raleigh GP Corp., Advisors, or, to the best of
Purchaser's knowledge, the persons listed on Schedule 1, 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, Raleigh GP
Corp., Advisors, or, to the best of Purchaser's knowledge, the persons listed
on Schedule 1, 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.

11
<PAGE> 16
The Purchaser currently owns five Units which it acquired in June 1996 from
Summit Ventures, L.P. for $411 per Unit. Vanderbilt Income and Growth
Associates, L.L.C. and Vanderbilt Income and Growth Associates II, L.L.C, each
affiliates of certain beneficial owners of the Purchaser, own 295 Units and 393
Units, respectively. The address of such entities is 100 Jericho Quadrangle,
New York, NY 11753.

SECTION 12. SOURCE OF FUNDS. The Purchaser expects that $76,035,000
(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. However, the Purchaser may seek to obtain debt
financing to facilitate the purchase of Units, but no commitment has been
obtained for any such debt financing.

SECTION 13. PURCHASE PRICE CONSIDERATIONS. The Purchaser has set the
Purchase Price at $411 net per Unit. The Purchaser established the Purchase
Price 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 Book Value of the Units; (iv) the costs to the Purchaser associated
with acquiring the Units; (v) the administrative costs of continuing to own the
Partnership's assets through a publicly registered limited partnership; (vi)
the possibility that Unitholders may continue to realize taxable income in
excess of tax distributions from the Partnership in future years; and (vii)
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 public market for Investors, and it is not
anticipated that a public market for Interests will develop." 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 February 1, 1996 and March 31, 1996, a total of
2,107 Units traded at prices ranging from a low of $235 to a high of $279 per
Unit with a weighted average of $251.67 per Unit, and between December 1, 1995
and January 31, 1996, a total of 1,859 Units traded at prices ranging from a
low of $209 to high of $251 per Unit with a weighted average of $237.46 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.

The Book Value of each Unit, as reflected on the Partnership's Form 10-Q for
the quarter ended March 31, 1996, was $561 per Unit. The Book Value represents
the portion of the excess of the Partnership's assets over its liabilities, as
determined in accordance with generally accepted accounting principles, which
is attributable to the Units. Book Value does not necessarily reflect the fair
market value of a Unit, which may be higher or lower than the Book Value
depending on several factors, including liquidity of the Units and external
economic and market factors. Book Value also does not reflect the amount which
a Unitholder would ultimately receive if the Partnership were liquidated. Such
amount would likely be affected by several factors, including the time required
to effect a liquidation of the Partnership's assets and the ability of the
Partnership to realize the full value of its assets as reflected in the Book
Value. Furthermore, Book Value may not take into account liabilities
associated with resolution of numerous pending litigations against the
Partnership.

Unitholders should note that while, pursuant to the Partnership Agreement,
the Partnership may continue in existence until December 31, 2087, the General
Partner is obligated to pursue one of the following courses of action: (i) to
cause the Units to be listed on a national exchange or to be reported by the
National Association of Securities Dealers Automated Quotation System at any
time on or prior to the date ten years from the termination date of the
offering of Interests; (ii) to purchase, or cause JMB Realty Corporation or its
affiliates to purchase, ten years from the termination of the offering of
Units, all of the Units at their then appraised fair market value (as
determined by an independent nationally recognized investment banking firm or

12
<PAGE> 17
real estate advisory company); or (iii) to commence a liquidation phase ten
years from the termination of the offering of Units in which all of the
Partnership's remaining assets will be sold or disposed of by the end of the
fifteenth year from the termination of the offering.

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 14. 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
before the acceptance of such Units for payment or the payment therefor, or the
later thereof, as applicable 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;

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

13
<PAGE> 18
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 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) the
Partnership or the General Partner shall have 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;

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;

h. the General Partner shall not have consented to, or shall not have
taken all other action that the Purchaser in its reasonable discretion deems
necessary for, the admission of the Purchaser to the Partnership,
simultaneously with or promptly after consummation of the Offer, as a
substitute Limited Partner in the Partnership; or

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.

SECTION 15. CERTAIN LEGAL MATTERS.

GENERAL. Except as set forth in this Section 15, 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. 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 15.

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.

14
<PAGE> 19
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 16. FEES AND EXPENSES. Except as set forth in this Section 16, 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 17. 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.

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).

Raleigh Capital Associates L.P.

June 19, 1996

15
<PAGE> 20
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 AND INFORMATION AGENT: 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 July 17, 1996, unless
and as extended

GENERAL PARTNER: The general partner of the Partnership

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: Arvida/JMB Partners, L.P.

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

PURCHASER: Raleigh Capital Associates L.P.

RALEIGH GP CORP.: Raleigh GP Corp., the general partner of the Purchaser

TIN: Taxpayer identification number

UNITHOLDERS: Holders of Units

UNITS: Limited partnership assignee units of the Partnership
<PAGE> 21
SCHEDULE 1

EXECUTIVE OFFICERS AND DIRECTORS OF RALEIGH GP CORP.

Set forth below is the name, current business address, present principal
occupation, and employment history for at least the past five years of Raleigh
GP Corp. 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

MICHAEL L. ASHNER. Mr. Ashner has been President of Raleigh GP Corp. since
June 1996. Since January 1996, Mr. Ashner has also been President and Chief
Executive Officer of Winthrop Financial Associates, A Limited Partnership
("Winthrop"). 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's business address is 100 Jericho
Quadrangle, Suite 214, Jericho, New York 11753.

PETER BRAVERMAN. Mr. Braverman has been an officer of Raleigh GP Corp. since
June 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.

LEE S. NEIBART. Mr. Neibart has been an officer of Raleigh GP Corp since June
1996 and an officer of Advisors since its inception. Since 1993, Mr. Neibart
has been associated with AREA and since May 1996 with Apollo Real Estate
Advisors II, L.P. ("AREA II") which respectively act as managing general
partner of Apollo Real Estate Investment Fund, L.P. ("Apollo I") and Apollo
Real Estate Investment Fund II, L.P. ("Apollo" and together with Apollo I, the
"Apollo Funds"). The Apollo Funds are private real estate investment funds
formed to invest in direct and indirect real property interests, including
direct property investments and public and private debt and equity securities.
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., Crocker Realty Trust, 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.

W. EDWARD SCHEETZ. Mr. Scheetz has been an officer and a director of Raleigh
GP Corp. since June 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., Crocker Realty Trust, 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.

MICHAEL D. WEINER. Mr. Weiner has been an officer and a director of Raleigh
GP Corp. since June 1996 and an officer of Advisors since its inception. Since
1993, Mr. Weiner has been associated with AREA and since May 1996 with AREA II
which respectively act as managing general partner of Apollo I and Apollo II.
In addition, since 1992, Mr. Weiner has been associated with Apollo Advisors,
L.P., which, together with an affiliate, serves as the managing general partner
of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo Investment Fund III,
L.P., private securities investment funds. From prior to 1992, Mr. Weiner was
a partner of the national law firm of Morgan, Lewis & Bockius. Mr. Weiner is
also a director of Applause, Inc., Capital Apartment Properties, Inc.,
Continental Graphics Holdings, Inc., Converse, Inc., The Florsheim Shoe
Company, Inc. and Furniture Brands International, Inc. Mr. Weiner's business
address is 1999 Avenue of the Stars, Los Angeles, California 90067-6048.
<PAGE> 22

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

By Facsimile: (214) 999-9348 or (214) 999-9323

For Telephone Information contact the Information Agent at:

(800) 992-6146

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 OF LIMITED PARTNERSHIP INTERESTS
ARVIDA/JMB PARTNERS, L.P.

<TABLE>
<CAPTION>
NO. UNITS PURCHASE NO. OF UNITS TOTAL PURCHASE PRICE
OWNED PRICE PER UNIT TENDERED IF ALL UNITS TENDERED
--------- -------------- ------------ ---------------------
<S> <C> <C> <C> <C>

</TABLE>

(Please indicate changes or corrections to the name and address printed above)

================================================================================
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JULY 17, 1996 (THE "EXPIRATION DATE") UNLESS
EXTENDED.

To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Depositary on or prior to the Expiration Date. Delivery of
this Letter of Transmittal or any other required documents to an address other
than as set forth below does not constitute valid delivery. The method of
delivery of all documents is at the election and risk of the tendering
Unitholder. Please use the pre-addressed, postage-paid envelope provided.

This Letter of Transmittal is to be completed by Unitholders of
Arvida/JMB Partners, L.P., a Delaware limited partnership (the "Partnership"),
pursuant to the procedures set forth in the Offer to Purchase (as defined
below). Capitalized terms used herein and not defined herein have the meanings
ascribed to such terms in the Offer to Purchase.

PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

Gentlemen:

The undersigned hereby tenders to Raleigh Capital Associates L.P. (the
"Purchaser"), with an address at One International Place, Boston, Massachusetts
02110, the number of Limited Partnership Interests ("Units") in the Partnership
set forth above for a purchase price equal to $411 per Unit less the amount of
any distributions declared or made 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 and subject to the conditions
set forth in the Offer to Purchase, dated June 19, 1996 (the "Offer to
Purchase"), and this 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. Unitholders who execute this
Letter of Transmittal shall be deemed to have tendered all Units beneficially
owned by such Unitholder pursuant to the Offer, where no indication is marked
in the "No. of Units Tendered" column.

The undersigned recognizes that, if more than 185,000 Units are
validly tendered prior to or on the Expiration Date and not properly withdrawn,
the Purchaser will, upon the terms of the Offer, accept for payment from among
those Units tendered prior to or on the Expiration Date 185,000 Units on a pro
rata basis, with adjustments to avoid purchases of certain fractional Units,
based upon the number of Units validly tendered prior to the Expiration Date
and not withdrawn.

Subject to and effective upon acceptance for payment of any of the
Units tendered hereby, the undersigned hereby sells, assigns and transfers to,
or upon the order of, Purchaser all right, title and interest in and to such
Units which are purchased pursuant to the Offer. The undersigned hereby
irrevocably constitutes and appoints the Purchaser as the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Units, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to deliver such Units and transfer ownership
of such Units on the books of the Partnership, together with all accompanying
evidences of transfer and authenticity, to or upon the order of the Purchaser
and, upon payment of the purchase price in respect of such Units by the
Purchaser, to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units, including all voting rights, all in
accordance with the terms of the Offer. Subject to and effective upon the
purchase of any Units tendered hereby, the undersigned hereby requests that the
Purchaser be admitted to the Partnership as a "substitute Limited Partner"
under the terms of the Amended and Restated Agreement of Limited Partnership of
the Partnership. Upon the purchase of Units pursuant to the Offer, all prior
proxies and consents given by the undersigned with respect to such Units will
be revoked and no subsequent proxies or consents may be given (and if given
will not be deemed effective). In addition, by executing this Letter of
Transmittal, the undersigned assigns to the Purchaser all of the undersigned's
right to receive distributions from the Partnership with respect to Units which
are purchased pursuant to the Offer other than distributions declared or made
between the Offer Date and the date payment of the Purchase Price by the
Purchaser.

The undersigned hereby represents and warrants that the undersigned
owns the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority
to validly tender, sell, assign and transfer the Units tendered hereby, and
that when any such Units are purchased 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 claim. The undersigned further represents and
warrants that the assignment of Units represented hereby is being made in
accordance with all applicable laws and regulations (including investment
suitability requirements). Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer, or purchase of Units tendered
hereby.

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 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. 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. Except as stated in the Offer to
Purchase, this tender is irrevocable.

Upon acceptance of Units by the Purchaser, the Purchaser agrees to be
bound by all of the terms and provisions of the Partnership Agreement.
<PAGE> 2
SIGNATURE BOX
(See Instructions 2, 3 and 4 as necessary)

Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2.)
The signatory hereto hereby certifies under penalties of perjury the statements
in Box A, Box B and, if applicable, Box C.

TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF
A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY,
PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.

The signatory hereto hereby certifies under penalties of perjury the statements
in Box A, Box B, and, if applicable, Box C.

X ___________________________________ X___________________________________
(Signature) (Signature)

Tax I.D. Number X _______________________________

Name and Capacity,
(If other than individuals)______________________ (Title)_____________________

Address (Fiduciaries Only):_____________________________________________________
(city) (state) (zip)

Area Code and Telephone No. (___)__________ (Day) (___) ________ (Evening)

NOTARIZATION OF SIGNATURE
(See Instruction 2)

STATE OF _______________ )
) ss.:
COUNTY OF ______________ )

On this __ day of ___________, 1996, before me came personally ________________,
(Please Print)

to me known to be the person who executed this Letter of Transmittal.

__________________________
Notary Public
OR

SIGNATURE GUARANTEE
(See Instruction 2)

Name and Address of Eligible Institution________________________________________

________________________________________________________________________________

Authorized Signature________________ Title__________________________________

Name _______________________________ Date ___________________________ , 1996

FOR INFORMATION CONTACT:

THE HERMAN GROUP, INC.
2121 San Jacinto Street
26th Floor
Dallas, Texas 75201-9821

Telephone: (800) 992-6146

Facsimile: (214) 999-9323
or
(214) 999-9348

(IF TENDERING BY FACSIMILE, PLEASE TRANSMIT BOTH THE FRONT AND BACK OF THE
LETTER OF TRANSMITTAL AND THE TAX CERTIFICATION PAGE.)

BEFORE RETURNING THIS LETTER OF TRANSMITTAL, PLEASE REFER TO THE ACCOMPANYING
INSTRUCTIONS.
<PAGE> 3
TAX CERTIFICATIONS

BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 - BOX A)

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

(i) The TIN provided in the Signature Box on the 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 IRS Center or Social Security Administration Office, or (b) the
Unitholder intends to mail or deliver an application in the near future (it
being understood that if the Unitholder does not provide a TIN to the Purchaser
31% of all reportable payments made to the Unitholder 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) if you are unable to certify
that the Unitholder is not subject to Backup Withholding.

BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 - BOX B)

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(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 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 estate or foreign trust (as those terms are defined in the Internal
Revenue 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 provided in 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 4 - BOX C)

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 the U.S. federal
income tax laws, because the Unitholder:

(i) If a nonresident alien individual 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.

PLEASE REFER TO ATTACHED INSTRUCTIONS ON BACK PAGE

<PAGE> 4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. DELIVERY OF THE LETTER OF TRANSMITTAL. For convenience in responding
to the Offer, a pre-addressed, postage- paid envelope has been
enclosed with the Offer to Purchase. However, to ensure receipt of the
Letter of Transmittal, it is suggested that you use overnight courier
delivery 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 (or
facsimile thereof) must be received by the Information
Agent/Depository at the address (or facsimile number) set forth below
before the Expiration Date, Midnight, Eastern Time on July 17, 1996,
unless extended. Letters of Transmittal which have been duly executed,
but where no indication is marked in the "No. of Units Tendered"
column, shall be deemed to have tendered all Units pursuant to the
Offer.

BY MAIL OR THE HERMAN GROUP, INC.
HAND DELIVERY 2121 San Jacinto Street
26th Floor
Dallas, Texas 75201-9821

BY FACSIMILE: (214) 999-9323
or
(214) 999-9348

FOR ADDITIONAL INFORMATION CALL: (800) 992-6146

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

2. SIGNATURE REQUIREMENTS.

INDIVIDUAL AND JOINT OWNERS. After carefully reading and completing
the Letter of Transmittal, in order to tender Units, Unitholder(s)
must sign at the "X" in the SIGNATURE BOX of the Letter of
Transmittal. The signature(s) must correspond exactly with the name
printed (or corrected) on the front of the Letter of Transmittal
without any change whatsoever. If any Units are registered in the
names of two or more joint holders, all such holders must sign the
Letter of Transmittal.

If Units are held in an account of a member firm of a registered
national security exchange, a member firm 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,
no notarization or signature guarantee is required.

TRUSTEES, CORPORATIONS AND FIDUCIARIES. Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partner of a partnership or other persons
acting in a fiduciary or representative capacity must sign at the "X"
in the SIGNATURE BOX and have their signatures notarized OR signature
guaranteed by an Eligible Institution, by completing the Notarization
or Signature Guarantee set forth in the SIGNATURE BOX of the Letter of
Transmittal and must submit proper evidence satisfactory to the
Purchaser of their authority to so act. (SEE INSTRUCTION 3 HEREIN).

3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Letter of Transmittal, 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 The Herman Group, Inc. at (800) 992-6146,
Project Administration Department.

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; 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 NOTARIZED OR GUARANTEED.

4. TAX CERTIFICATIONS. Unitholders tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with his, her's or
its Taxpayer Identification Number ("TIN") in the SIGNATURE BOX and
certify under penalties of perjury, the representations in Boxes A, B
and, if applicable, Box C.

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,
"U.S. Persons") as those terms are defined in the Internal Revenue
Code and Income Tax Regulations, should follow the instructions below
with respect to certifying Boxes A and B (on the reverse side of the
Letter of Transmittal).

BOX A - Substitute Form W-9. Part (i), Taxpayer Identification Number
- The person signing this Letter of Transmittal must provide to the
Purchaser in the blank provided for that purpose in the SIGNATURE BOX
of t he Letter of Transmittal, the Unitholder's correct TIN and
certify its correctness as provided in the SIGNATURE BOX, under
penalties of perjury. If a correct TIN is not provided, penalties may
be imposed by the Internal Revenue Service ("IRS"), in addition to the
Unitholder's being subject to Backup Withholding. Part (ii), Backup
Withholding - In order to avoid 31% federal income tax Backup
Withholding, the person signing this Letter of Transmittal must
certify, under penalties of perjury, that such Unitholder is not
subject to Backup Withholding. Certain Unitholders (including, among
others, all Corporations and certain exempt non-profit organizations)
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.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.

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

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. IRA CUSTODIAL
ACCOUNTS should reflect the TIN of the custodian (not necessary to
obtain). 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.

BOX B - FIRPTA Affidavit - Section 1445 of the Internal Revenue Code
requires that Unitholders transferring interests in partnerships with
real estate assets meeting certain criteria, certify under penalty of
perjury, the representations made in Box B, or be subject to
withholding of tax equal to 10% of the Purchase Price for Units
purchased. Tax withheld under Section1445 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. NOTE(S): BOX B, PART (I)
SHOULD BE CHECKED ONLY IF THE UNITHOLDER IS NOT A U.S. PERSON, AS
DESCRIBED THEREIN. CORPORATIONS SHOULD INSERT THE JURISDICTION OF
INCORPORATION IN THE BLANK IN PART (III).

BOX C - Foreign Persons - In order for a Unitholder, who is a Foreign
Person (i.e., not a U.S. Person as defined above) to qualify as exempt
from 31% Backup Withholding, the person signing this Letter of
Transmittal must certify, under penalties of perjury, the statement in
BOX C of this Letter of Transmittal attesting to the Foreign
Unitholder's status by checking the box preceding such statement.
UNLESS THE BOX IS CHECKED, SUCH FOREIGN UNITHOLDER WILL BE SUBJECT TO
31% WITHHOLDING OF TAX UNDER SECTION 1445 OF THE CODE.

5. 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 Letter of Transmittal
will not be valid until any irregularities have been cured or waived.
Neither the Purchaser nor The Herman Group, Inc., are under any duty
to give notification of defects in a Letter of Transmittal and will
incur no liability for failure to give such notification.

<PAGE> 1

Exhibit 99(a)(3)
<PAGE> 2
$411 OFFER TO PURCHASE

As described in the enclosed materials, RALEIGH CAPITAL ASSOCIATES
L.P. is offering to purchase a limited number of Units, including yours, in
Arvida/JMB Partners, L.P. for $411 per Unit. BY TIMELY ACCEPTING THE OFFER,
Raleigh Capital Associates would pay you:

Units Owned Price Per Unit Total Purchase Price
----------- -------------- --------------------

In reviewing the Offer, you should consider the following:

o THE OFFER WILL PROVIDE YOU WITH AN IMMEDIATE OPPORTUNITY TO LIQUIDATE
YOUR INVESTMENT IN THE PARTNERSHIP WITHOUT THE USUAL DELAYS,
COMMISSION COSTS ASSOCIATED WITH MARKET SALES AND PARTNERSHIP TRANSFER
FEES.

o THE $411 PURCHASE PRICE IS 68% HIGHER THAN THE $245 WEIGHTED AVERAGE
SELLING PRICE FOR UNITS REPORTED FOR LIMITED SECONDARY MARKET TRADING
DURING THE FOUR MONTH PERIOD ENDED MARCH 31, 1996. IN ADDITION, THE
SECONDARY MARKET PRICE IS REDUCED BY COMMISSIONS AND TRANSACTION COSTS
PAID BY SELLING UNITHOLDERS, NONE OF WHICH WOULD BE PAID BY YOU UNDER
THE TERMS OF THE OFFER.

o DURING THE LAST THREE YEARS UNITHOLDERS HAVE BEEN REQUIRED TO REPORT
TAXABLE INCOME OF $274 PER UNIT WHILE ONLY RECEIVING CASH
DISTRIBUTIONS OF $21 PER UNIT.

o UNITHOLDERS WHO ACQUIRED THEIR UNITS IN THE ORIGINAL OFFERING WILL
RECEIVE A SUBSTANTIAL TAX BENEFIT FROM THE SALE OF THEIR UNITS IN
1996.

o SINCE 1987, THE GENERAL PARTNER AND ITS AFFILIATES HAVE RECEIVED IN
THE AGGREGATE MORE THAN $100 MILLION IN FEES, DISTRIBUTIONS AND
REIMBURSEMENTS WITHOUT HAVING MADE ANY SIGNIFICANT CASH INVESTMENT IN
THE PARTNERSHIP.

o IN 1995 ALONE, THE GENERAL PARTNER AND ITS AFFILIATES WERE PAID BY THE
PARTNERSHIP AGGREGATE FEES, DISTRIBUTIONS AND REIMBURSEMENTS IN EXCESS
OF $7,000,000 WHILE TOTAL DISTRIBUTIONS PAID TO UNITHOLDERS ON ACCOUNT
OF THEIR $400,000,000 INVESTMENT IN THE PARTNERSHIP WERE APPROXIMATELY
$5,450,000 (A 1.36% RETURN).

o BY SELLING UNITS, UNITHOLDERS AVOID THE DELAYS AND COMPLICATIONS IN
PREPARING AND FILING PERSONAL INCOME TAX RETURNS WHICH MAY RESULT FROM
AN INVESTMENT IN THE UNITS AS WELL AS THE POTENTIAL OF FUTURE
"PHANTOM" TAXABLE INCOME.

We suggest that you review the enclosed materials with your personal
financial and tax advisor. After carefully reading the enclosed materials, if
you elect to tender your Units, mail (using the enclosed pre-addressed,
postage-paid envelope) or facsimile a duly completed and executed copy of the
Letter of Transmittal and any documents required by the Letter of Transmittal
to the Depositary at:

The Herman Group, Inc.
2121 San Jacinto Street, 26th Floor
Dallas, Texas 75221-9602
Facsimile No. (214) 999-9348 or (214) 999-9323

For information call 1-800-992-6146.

June 19, 1996 RALEIGH CAPITAL ASSOCIATES L.P.