BRAUVIN HIGH YIELD FUND L P II, DEFM14A, 1996-08-23

BRAUVIN HIGH YIELD FUND L P II
DEFM14A, 1996-08-23
REAL ESTATE

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SCHEDULE 14A
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

[X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or
SS240.14a-12

BRAUVIN HIGH YIELD FUND L.P. II
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) of Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[X ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

Units of Limited Partnership Interests

2) Aggregate number of securities to which transactions
applies:

40,347 Units of Limited Partnership Interests
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

Based upon the aggregate cash to be paid for the
Registrant's assets ($30,183,300) which are the subject
of this Schedule 14A, the Registrant is paying a filing
fee of $6,036.66 (one-fiftieth of one percent of this
aggregate of the cash and the value of securities
(other than its own) and other property to be received
by the Registrant in the subject transaction.)

4) Proposed maximum aggregate value of transaction:

$30,183,300

5) Total fee paid:

$6,036.66

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

1) Amount Previously Paid:
$6,036.66

2) Form Schedule or Registration Statement No.:
Schedule 14A

3) Filing Party:
Brauvin High Yield Fund L.P. II

4) Date Filed:
July 19, 1996
<PAGE>

BRAUVIN HIGH YIELD FUND L.P. II
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

August 23, 1996

To the Limited Partners of
Brauvin High Yield Fund L.P. II:

We are pleased to inform you that Brauvin High Yield Fund
L.P. II (the "Partnership") has entered into an agreement through
which it has agreed to merge with and into another entity, the
effect of which will be that each Limited Partner will receive
approximately $779.22 in cash, after taking into account all
estimated adjustments, for each of their units of limited
partnership interest of the Partnership (the "Units").
Consummation of this transaction is subject to your approval.
Limited Partners holding a majority of the Units must approve the
transaction and an amendment to the Restated Limited Partnership
Agreement of the Partnership, as amended (the "Partnership
Agreement"), described below, by voting "FOR" on the enclosed
proxy card in order for the Partnership to accept this all cash
offer.

If the transaction and the amendment are approved by the
Limited Partners and certain other conditions are met, the
transaction will be consummated, the Partnership will cease to
exist and your Units will be redeemed entirely for approximately
$779.22 per Unit in cash, after taking into account all estimated
adjustments. Although the actual redemption price to be paid to
the Limited Partners is not anticipated to vary in any material
respect from the estimated redemption price, in the event the
actual amount is determined to be materially less than the
estimated amount set forth herein, the approval of the Limited
Partners will be resolicited. The redemption price is based on
the fair market value of the properties of the Partnership which
has been determined by an independent appraiser to be
$30,183,300, plus all remaining cash of the Partnership, less net
earnings of the Partnership after July 31, 1996, less expenses
incurred in connection with the transaction and other Partnership
obligations. The independent appraiser has delivered an opinion
that this transaction is fair to the Limited Partners from a
financial point of view.

The General Partners will not receive any payment in
exchange for the redemption of their general partnership
interests nor will they receive any fees from the Partnership in
connection with the transaction. However, the transaction is
subject to certain conflicts of interest, as described in the
enclosed Proxy Statement, including the fact that the entity into
which the Partnership will be merged is affiliated with
Mr. Jerome J. Brault and Brauvin Realty Advisors II, Inc., two of
the General Partners of the Partnership, due to the minority
ownership interest of Mr. Brault (who is also an executive
officer and the director of Brauvin Realty Advisors II, Inc.) and
his son, James L. Brault (who is an executive officer of Brauvin
Realty Advisors II, Inc.) in such entity.

In addition to the approval by the Limited Partners holding
a majority of the Units, Delaware law provides that a merger must
be approved by the general partners of a partnership, unless the
partnership agreement provides otherwise. As described in the
enclosed Proxy Statement, the Partnership Agreement is silent on
this matter and not all of the General Partners are recommending
the proposed transaction. The Limited Partners are, therefore,
being asked to adopt an amendment to the Partnership Agreement to
allow the vote of the Limited Partners owning a majority of the
Units to determine the outcome of the transaction without a vote
of the General Partners. Failure to approve this amendment would
likely preclude the consummation of the transaction even if the
transaction were approved by the Limited Partners holding a
majority of the Units.

The Corporate General Partner on behalf of the Partnership
is soliciting your proxy in connection with the transaction and
the amendment. Included with this letter is a Notice of Special
Meeting of the Limited Partners to be held September 24, 1996, at
2:00 p.m., local time, at the offices of the Partnership, 150
South Wacker Drive, Chicago, Illinois 60606, for the purpose of
considering and voting on the transaction and the amendment.
Also enclosed herewith is a Proxy Statement dated August 23,
1996, which contains information relating to the proposed
transaction and the amendment, together with a proxy card which
authorizes Jerome J. Brault, the Managing General Partner, or his
designee to vote your Units with respect to the transaction and
the amendment at the special meeting of the Limited Partners and
any adjournment thereof (the "Special Meeting"). The Limited
Partners who hold Units of record on the books of the Partnership
at the close of business on July 31, 1996, are entitled to notice
of, and to vote at, the Special Meeting or any adjournments
thereof. There are no quorum requirements with respect to the
Special Meeting, however, if Limited Partners holding a majority
of the Units do not submit a proxy or vote in person at the
Special Meeting neither the transaction nor the amendment can be
approved.

Regardless of whether you expect to be present in person at
the Special Meeting, please complete and promptly return the
enclosed proxy card either in the enclosed, postage-prepaid
envelope or by facsimile to (214) 999-9323 or (214) 999-9348 so
that your Units may be represented and voted. A proxy may be
revoked at any time prior to its exercise by submitting a
revocation or a later-dated proxy to the Partnership's
Information Agent, The Herman Group, Inc. or by attending the
Special Meeting and voting in person. Proxies properly executed
and returned, and not revoked, will be voted in accordance with
instructions as indicated thereon.

As both the transaction and the amendment require the
approval of the Limited Partners holding a majority of the Units,
failure to return a proxy in a timely manner or to vote at the
Special Meeting will have the same effect as a vote "AGAINST" the
transaction and "AGAINST" the amendment. Likewise, abstentions
and broker non-votes will have the same effect as a vote
"AGAINST" the transaction and "AGAINST" the amendment. Any proxy
cards which are returned and on which a choice is not indicated
will be voted "FOR" the transaction and "FOR" the amendment. In
view of the importance of the Special Meeting, it is requested
that you sign, mark and return the enclosed proxy card either in
the enclosed, postage-prepaid envelope or by facsimile to (214)
999-9323 or (214) 999-9348 no later than September 24, 1996.
When voting your proxy by facsimile, both sides of the proxy card
must be transmitted.

The transaction is one of a series of related transactions
whereby the purchaser seeks to acquire the assets of the
Partnership and the assets of certain affiliates of the
Partnership. The approval of the limited partners holding a
majority in interest of each such limited partnership is a
condition to the effectiveness of the transaction, which
condition may be waived by the purchaser.

Cezar M. Froelich, one of the general partners of the
Partnership gave notice of his intent to resign as an individual
General Partner of the Partnership on May 23, 1996. Pursuant to
the terms of the Partnership Agreement, Mr. Froelich's
resignation will become effective on the 90th day following
notice to the Limited Partners, which notice was dated June 20,
1996.

Questions and requests for assistance may be directed to the
Partnership's Information Agent, The Herman Group, Inc. at
(800) 992-6145.

Very truly yours,

BRAUVIN REALTY ADVISORS II, INC.,
Corporate General Partner

By:________________________________
President

___________________________________
Jerome J. Brault, Managing General
Partner

JEROME J. BRAULT, THE MANAGING GENERAL PARTNER OF THE
PARTNERSHIP AND BRAUVIN REALTY ADVISORS II, INC., THE CORPORATE
GENERAL PARTNER OF THE PARTNERSHIP, WHICH IS CONTROLLED BY
MR. BRAULT, HAVE DETERMINED THAT THE TRANSACTION AND THE
AMENDMENT ARE FAIR AND REASONABLE TO THE LIMITED PARTNERS AND,
THEREFORE, RECOMMEND THAT THE LIMITED PARTNERS VOTE "FOR" THE
TRANSACTION AND "FOR" THE AMENDMENT. HOWEVER, THE SUCH GENERAL
PARTNERS ARE SUBJECT TO CERTAIN CONFLICTS OF INTEREST WITH
RESPECT TO THE TRANSACTION. CEZAR M. FROELICH AND DAVID M.
STROSBERG, TWO OF THE INDIVIDUAL GENERAL PARTNERS, ARE NOT
RECOMMENDING THE TRANSACTION SINCE THEY BELIEVE THAT THE MOST
ADVANTAGEOUS METHODOLOGY FOR DETERMINING A FAIR PRICE FOR THE
ASSETS WOULD BE TO SEEK THIRD-PARTY OFFERS THROUGH AN ARM'S-
LENGTH BIDDING PROCESS.
<PAGE>
NOTICE OF SPECIAL MEETING OF THE LIMITED PARTNERS OF
BRAUVIN HIGH YIELD FUND L.P. II

To be Held September 24, 1996

To the Limited Partners
of Brauvin High Yield Fund L.P. II:

NOTICE IS HEREBY GIVEN, that a special meeting (the "Special
Meeting") of the Limited Partners of Brauvin High Yield Fund L.P.
II, a Delaware limited partnership (the "Partnership") will be
held at the offices of the Partnership, 150 South Wacker Drive,
Suite 3200, Chicago, Illinois 60606 on Tuesday, September 24,
1996, at 2:00 p.m. local time, for the following purposes:

1. To approve the merger of the Partnership with and into
Brauvin Real Estate Funds L.L.C., a Delaware limited
liability company (the "Purchaser"), the effect of
which will be that each Limited Partner will receive
approximately $779.22 per Unit in cash, after taking
into account all estimated adjustments, for their
partnership interests. Although the actual redemption
price to be paid to the Limited Partners is not
anticipated to vary in any material respect from the
estimated redemption price, in the event the actual
amount is determined to be materially less than the
estimated amount set forth herein, the approval of the
Limited Partners will be resolicited. The Purchaser is
affiliated with Mr. Jerome J. Brault and Brauvin Realty
Advisors II, Inc., two of the general partners of the
Partnership. Because the merger will result in a
transfer of the Partnership's assets to an affiliate of
these general partners, by approving the merger, the
Limited Partners are automatically approving an
amendment of the Partnership's Restated Limited
Partnership Agreement, as amended, allowing the
Partnership to sell property to affiliates.

2. To adopt an amendment to the Partnership's Restated
Limited Partnership Agreement, as amended, which will
allow the majority vote of the Limited Partners to
determine the outcome of the merger without the vote of
the General Partners. Upon approval of the amendment
the vote of the Limited Partners holding a majority of
the Units will be the only vote necessary to approve
the proposed transaction. Failure to approve this
amendment would likely preclude the consummation of the
merger even if the merger were approved by the Limited
Partners holding a majority of the Units.

3. To transact such other business as may properly come
before the Special Meeting or any adjournment or
postponement thereof.

Information concerning the matters to be acted upon at the
Special Meeting is set forth in the accompanying Proxy Statement.

JEROME J. BRAULT, THE MANAGING GENERAL PARTNER OF THE
PARTNERSHIP (THE "MANAGING GENERAL PARTNER"), AND BRAUVIN REALTY
ADVISORS II, INC., THE CORPORATE GENERAL PARTNER OF THE
PARTNERSHIP (THE "CORPORATE GENERAL PARTNER" AND WITH THE
MANAGING GENERAL PARTNER, THE "OPERATING GENERAL PARTNERS"),
WHICH IS CONTROLLED BY MR. BRAULT, HAVE DETERMINED THAT THE
TRANSACTION AND THE AMENDMENT ARE FAIR AND REASONABLE TO THE
LIMITED PARTNERS AND, THEREFORE, RECOMMEND THAT THE LIMITED
PARTNERS VOTE "FOR" THE TRANSACTION AND "FOR" THE AMENDMENT.
HOWEVER, THE OPERATING GENERAL PARTNERS ARE SUBJECT TO CERTAIN
CONFLICTS OF INTEREST WITH RESPECT TO THE TRANSACTION. CEZAR M.
FROELICH AND DAVID M. STROSBERG, TWO OF THE INDIVIDUAL GENERAL
PARTNERS, ARE NOT RECOMMENDING THE TRANSACTION SINCE THEY BELIEVE
THAT THE MOST ADVANTAGEOUS METHODOLOGY FOR DETERMINING A FAIR
PRICE FOR THE ASSETS WOULD BE TO SEEK THIRD-PARTY OFFERS THROUGH
AN ARM'S-LENGTH BIDDING PROCESS.

You are invited to attend the Special Meeting. Even if you
intend to attend the Special Meeting, you are requested to sign
and date the accompanying proxy card and return it promptly
either in the enclosed, postage-prepaid envelope or by facsimile
to (214) 999-9323 or (214) 999-9348. When voting your proxy by
facsimile, both sides of the proxy card must be transmitted. If
you attend the Special Meeting, you may, if you wish, vote in
person regardless of whether you have given your proxy. In any
event, a proxy may be revoked at any time before it is exercised.

The close of business on July 31, 1996 has been fixed as the
record date for determination of the Limited Partners entitled to
notice of and to vote at the Special Meeting. There are no
quorum requirements with respect to the Special Meeting, however,
if Limited Partners holding a majority of the Units do not submit
a proxy or vote in person at the Special Meeting neither the
Transaction nor the amendment can be approved.

BRAUVIN REALTY ADVISORS II,
INC., Corporate General
Partner

By:___________________________
President

______________________________
Jerome J. Brault, Managing
General Partner

Chicago, Illinois
August 23, 1996

YOUR VOTE IS VERY IMPORTANT. IN ORDER TO ENSURE THAT YOUR
INTERESTS WILL BE REPRESENTED, WHETHER YOU INTEND TO BE PRESENT
AT THE SPECIAL MEETING OR NOT, PLEASE SIGN THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PREPAID
ENVELOPE OR BY FACSIMILE TO (214) 999-9323 OR (214) 993-9348.
WHEN VOTING YOUR PROXY BY FACSIMILE, BOTH SIDES OF THE PROXY CARD
MUST BE TRANSMITTED. FAILURE TO RETURN A PROXY CARD, ABSTENTION
FROM VOTING AND BROKER NON-VOTES WILL EACH BE THE SAME AS A VOTE
"AGAINST" THE TRANSACTION AND "AGAINST" THE AMENDMENT. ANY PROXY
CARDS ON WHICH A CHOICE IS NOT INDICATED WILL BE VOTED "FOR" THE
TRANSACTION AND "FOR" THE AMENDMENT.

<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

PROXY STATEMENT

For the Special Meeting of the Limited Partners
To be Held September 24, 1996

This proxy statement (the "Proxy Statement") and the
enclosed proxy card are being first mailed to the beneficial
owners of the limited partnership interests (the "Limited
Partners") of Brauvin High Yield Fund L.P. II, a Delaware limited
partnership (the "Partnership") on or about August 23, 1996 by
the Corporate General Partner, as hereinafter defined, on behalf
of the Partnership to solicit proxies for use at a special
meeting of the Limited Partners (the "Special Meeting") to be
held at the offices of the Partnership, 150 South Wacker Drive,
Chicago, Illinois 60606 on Tuesday, September 24, 1996 at
2:00 p.m., local time, or at such other place and time to which
the Special Meeting may be adjourned.

The purpose of the Special Meeting is to consider the
approval of a merger (the "Merger") of the Partnership with and
into Brauvin Real Estate Funds, L.L.C., a Delaware limited
liability company (the "Purchaser") that is affiliated with the
Operating General Partners, as hereinafter defined. Because the
Merger will result in a transfer of the Partnership's assets to
an affiliate of these general partners of the Partnership, by
approving the Merger, the Limited Partners are automatically
approving an amendment of the Partnership Agreement, as
hereinafter defined, allowing the Partnership to sell or lease
property to affiliates (this amendment, together with the Merger
shall be referred to herein as the "Transaction"). The terms of
the Merger are set forth in an Agreement and Plan of Merger dated
as of June 14, 1996 by and among the Purchaser and the
Partnership, Brauvin High Yield Fund L.P. and Brauvin Income Plus
L.P. III (the "Merger Agreement"). Promptly upon consummation of
the Transaction, the Partnership will be merged with and into the
Purchaser through a merger of its partnership interests, the
Partnership will cease to exist and the Purchaser, as the
surviving entity, will succeed to all of the assets and
liabilities of the Partnership. As a result of the Merger, all

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

of the outstanding units of limited partnership interest of the
Partnership (each a "Unit" and collectively, the "Units") will be
redeemed by the Purchaser for approximately $779.22 per Unit in
cash, after taking into account all estimated adjustments. This
redemption price is based on the fair market value of the
properties of the Partnership (the "Assets") which has been
determined by an independent appraiser to be $30,183,300, or
$748.09 per Unit (which amount is not subject to adjustment),
plus all remaining cash of the Partnership as of the effective
time of the Merger (the "Effective Time"), less net earnings of
the Partnership after July 31, 1996, less the Partnership's
actual costs incurred and accrued through the Effective Time,
including reasonable reserves in connection with: (i) the proxy
solicitation; (ii) the Transaction (as detailed in the Merger
Agreement); and (iii) winding up of the Partnership, including
preparation of the final audit, tax return and K-1s
(collectively, the "Transaction Costs") and less all other
Partnership obligations, which amount is currently anticipated to
be $31.13 per Unit. Although the actual redemption price to be
paid to the Limited Partners is not anticipated to vary in any
material respect from the estimated redemption price, in the
event the actual amount is determined to be materially less than
the estimated amount set forth herein, the approval of the
Limited Partners will be resolicited. The general partners of
the Partnership (the "General Partners") will not receive any
payment in exchange for the redemption of their general
partnership interests nor will they receive any fees from the
Partnership in connection with the Transaction. However, the
Transaction is subject to certain conflicts of interest, as
described herein, including the fact that Mr. Jerome J. Brault,
the Managing General Partner of the Partnership (the "Managing
General Partner") and an executive officer and the director of
Brauvin Realty Advisors II, Inc., the Corporate General Partner
of the Partnership (the "Corporate General Partner") and his son,
James L. Brault, an executive officer of the Corporate General
Partner, have a minority ownership interest in the Purchaser.
Cezar M. Froelich and David M. Strosberg, two of the individual
General Partners have no affiliation with the Purchaser.

The affirmative vote of the Limited Partners holding a
majority of the Units (in excess of 50%) is necessary to approve
the Transaction. In addition, the Delaware Revised Uniform
Limited Partnership Act (the "Act") provides that a merger must
also be approved by the general partners of a partnership, unless
the limited partnership agreement provides otherwise. Because
the Restated Limited Partnership Agreement of the Partnership, as
amended (the "Partnership Agreement") is silent on this matter
and because not all of the General Partners are recommending the
Transaction, the Limited Partners are also being asked to adopt
an amendment (the "Amendment") to the Partnership Agreement which
provides that the vote of the General Partners is not required to
approve the Transaction. The affirmative vote of the Limited
Partners holding a majority of the Units is necessary to approve
the Amendment. Upon approval of the Amendment, the vote of the
Limited Partners holding a majority of the Units will be the only
vote necessary to approve the Transaction. There are no quorum
requirements with respect to the Special Meeting, however, if the
Limited Partners holding a majority of the Units do not submit a
proxy or vote in person at the meeting neither the Transaction
nor the Amendment can be approved. Neither the Act nor the
Partnership Agreement provide the Limited Partners not voting in
favor of the Transaction or the Amendment with dissenters'
appraisal rights.

The close of business on July 31, 1996 has been established
as the record date (the "Record Date") for determining the
Limited Partners entitled to notice of, and to direct the vote of
the Units at the Special Meeting. As of the Record Date, the
Partnership had outstanding and entitled to vote 40,347 Units,
held of record by 2,642 Limited Partners. Each Unit entitles the
holder to one vote on each matter submitted to a vote of the
Limited Partners.

All duly executed proxy cards received from the Limited
Partners prior to the Special Meeting will be voted in accordance
with the choices specified thereon. If a duly executed proxy
card does not specify a choice, the Units represented thereby
will be voted "FOR" the Transaction and "FOR" the Amendment. A
Limited Partner who gives a proxy may revoke it at any time
before it is voted at the Special Meeting, as described herein.

The accompanying proxy is solicited by the Corporate General
Partner on behalf of the Partnership to be voted at the Special
Meeting. The Partnership's principal executive offices are
located at 150 South Wacker Drive, Suite 3200, Chicago, Illinois
60606 and its telephone number is (312) 443-0922. The
Partnership has engaged The Herman Group, Inc. to act as
Information Agent in connection with the proxy solicitation
process. In addition to the original solicitation by mail,
proxies may be solicited by telephone, telegraph or in person.
All expenses of this solicitation, including the cost of
preparing and mailing this Proxy Statement, will be borne by the
Partnership.

The Partnership is a Delaware limited partnership formed on
May 3, 1988. The Partnership's Commission file number is 0-17556.
The General Partners are the Corporate General Partner,
the Managing General Partner, Cezar M. Froelich and David M.
Strosberg. Mr. Froelich gave notice of his intent to resign as
an individual General Partner of the Partnership on May 23, 1996.
Pursuant to the terms of the Partnership Agreement,
Mr. Froelich's resignation will become effective on the 90th day
following notice to the Limited Partners, which notice was dated
June 20, 1996. Mr. Strosberg has indicated his intent to resign
as an individual General Partner subsequent to approval of the
Transaction by the Limited Partners. The Corporate General
Partner and the Managing General Partner are collectively
referred to herein as the "Operating General Partners."

SUMMARY

Set forth below is a summary of certain information
contained elsewhere in this Proxy Statement. It is not intended
to be a complete description of those matters which it covers and
much of the information contained in this Proxy Statement is not
covered by this Summary. The information contained in this
Summary is qualified by the more complete information contained
elsewhere in this Proxy Statement or incorporated by reference
into this Proxy Statement. All Limited Partners are urged to
read this Proxy Statement in its entirety.

The Transaction

Pursuant to the terms of the Merger Agreement, the
Partnership proposes to merge with and into the Purchaser through
a merger of its partnership interests. Promptly upon
consummation of the Transaction, the Partnership will cease to
exist and the Purchaser, as the surviving entity, will succeed to
all of the assets and liabilities of the Partnership. As a
result of the Merger, the interests of the Limited Partners in
the Partnership will be redeemed for approximately $779.22 per
Unit in cash, after taking into account all estimated
adjustments. This redemption price is based on the fair market
value of the Assets which has been determined by an independent
appraiser to be $30,183,300, or $748.09 per Unit (which amount is
not subject to adjustment), as of April 1, 1996, plus all
remaining cash of the Partnership as of the Effective Time, less
net earnings of the Partnership after July 31, 1996, less the
Transaction Costs and less all other Partnership obligations,
which amount is currently anticipated to be $31.13 per Unit.
Thus, the actual redemption price will be subject to adjustment
based upon changes in these costs and expenses prior to the
Effective Time. Although the actual redemption price to be paid
to the Limited Partners is not anticipated to vary in any
material respect from the estimated redemption price, in the
event the actual amount is determined to be materially less than
the estimated amount set forth herein, the approval of the
Limited Partners will be resolicited. The independent appraiser
has also delivered an opinion that the Transaction is fair to the
Limited Partners from a financial point of view. The General
Partners will not receive any payment in exchange for the
redemption of their general partnership interests nor will they
receive any fees from the Partnership in connection with the
Transaction. However, the Transaction is subject to certain
conflicts of interest as described herein, including the fact
that the Managing General Partner and his son, James L. Brault
(collectively, the "Braults") have a minority ownership interest
in the Purchaser. Messrs. Froelich and Strosberg have no
affiliation with the Purchaser. See "Terms of the Transaction -
The Merger Agreement," "Terms of the Transaction - Determination
of Redemption Price" and "Conflicts of Interest."

Related Transactions

The Transaction is one of a series of related transactions
whereby the Purchaser seeks to acquire the Assets of the
Partnership and the assets, through purchase or merger, of the
Affiliated Limited Partnerships (as hereinafter defined). The
approval of a majority in interest of the limited partners of
each of the Affiliated Limited Partnerships to their respective
Affiliated Transactions, as hereinafter defined, is a condition
to the effectiveness of the Transaction, which condition may be
waived by the Purchaser. See "Terms of the Transaction - Related
Transactions."

Amendment to the Partnership Agreement

Consummation of the Transaction is subject to approval by
the Limited Partners holding a majority of the Units (in excess
of 50%). In addition, the Act provides that a merger must also
be approved by the general partners of a partnership, unless the
limited partnership agreement provides otherwise. Because the
Partnership Agreement is silent on this matter and because not
all of the General Partners are recommending the Transaction, the
Limited Partners are being asked to adopt the Amendment, which
allows the vote of the Limited Partners owning a majority of the
Units to determine the outcome of the Transaction without a vote
of the General Partners. Upon approval of the Amendment the vote
of the Limited Partners holding a majority of the Units will be
the only vote necessary to approve the Transaction. Failure to
approve the Amendment would likely preclude the consummation of
the Merger even if the Merger were approved by the Limited
Partners holding a majority of the Units.

The Special Meeting; Votes Required

A Special Meeting of the Limited Partners will be held on
September 24, 1996, to consider and vote upon the Transaction and
the Amendment. It is a condition to the closing of the
Transaction that the Limited Partners holding a majority of the
Units (in excess of 50%) approve both the Transaction and the
Amendment. The Corporate General Partner on behalf of the
Partnership is soliciting proxies from the Limited Partners to be
used at the Special Meeting and any adjournments thereof. See
"Special Meeting of the Limited Partners."

Purpose of and Reasons for the Transaction

As part of the Operating General Partners' continuing effort
to fulfill their fiduciary responsibility to the Limited Partners
by enhancing the value of the Limited Partners' investment in the
Units, the Operating General Partners continually consider
various strategies and alternatives available to the Partnership.
One such strategy is the sale or disposition of some or all of
the Assets. See "Special Factors - Alternatives to the
Transaction."

In connection with the Affiliated Transactions, as described
in the section entitled "Terms of the Transaction - Related
Transactions," the Purchaser has presented Partnership with the
Transaction. The considerations of the Purchaser in presenting
the Transaction are described in the section entitled "Special
Factors - Purpose of and Reasons for the Transactions - Actions
Resulting in the Transaction; Mitigation of Conflicts." If the
Transaction and the Amendment are approved by the Limited
Partners and certain other conditions are met, the Transaction
will be consummated, the Partnership will cease to exist and the
Units will be redeemed entirely for approximately $779.22 per
Unit in cash, after taking into account all estimated adjustments
and the Assets will be owned by the Purchaser. Consummation of
the Transaction will result in the transfer of the fair market
value of the Assets to the Limited Partners on an all cash basis
through a structure which eliminates virtually all post-closing
liabilities and risks associated with ownership of the Assets and
investment in the Units. This structure allows the Limited
Partners to liquidate, on an all cash basis, their illiquid
investment in their Units, which cash can then be invested in
alternative investments.

The terms of the Transaction are viewed by the Operating
General Partners to be favorable to the Partnership and the
Limited Partners in part because: (i) the structure of the
Transaction as a merger, whereby all of the Assets and the
liabilities of the Partnership are transferred to the Purchaser,
eliminates the need for the Partnership to continue operations
with the less salable or valuable properties; (ii) the Merger
will be consummated on an all cash basis at a redemption price
which includes the fair market value of the Assets; (iii) the
fact that the Transaction will be effected with minimal
representations and warranties by the Partnership, thereby
eliminating the need to escrow funds; and (iv) the Transaction is
structured such that costs are estimated to equal approximately
1 1/2% of the total value of the Transaction, which the Operating
General Partners believe to be below industry standards for a
transaction of this size. Although the Transaction is not
without risks, as described in the section entitled "Special
Factors - Purpose of and Reasons for the Transaction - Risks of
the Transaction," the Operating General Partners believe that,
given the favorable terms of the Transaction, it is their
fiduciary responsibility to present the Transaction to the
Limited Partners for their approval and to recommend the
Transaction.

The considerations which resulted in the determination to
present the Transaction and the Amendment to the Limited Partners
and to recommend the Transaction and the Amendment are described
in the section entitled "Special Factors - Purpose of and Reasons
for the Transaction."

Effects of the Transaction

If the Transaction and the Amendment are approved and the
remaining conditions to the Transaction are met or waived, the
Merger will be effected and in connection therewith, the Assets
and liabilities of the Partnership will be transferred to the
Purchaser as the surviving entity in the Merger, the Partnership
will cease to exist and the Units of the Limited Partners will be
redeemed for approximately $779.22 per Unit in cash, after taking
into account all estimated adjustments. Although the actual
redemption price to be paid to the Limited Partners is not
anticipated to vary in any material respect from the estimated
redemption price, in the event the actual amount is determined to
be materially less than the estimated amount set forth herein,
the approval of the Limited Partners will be resolicited.
Thereafter, Limited Partners will cease to be owners of the
Partnership and will no longer bear the risks or benefits
associated with such ownership. See "Special Factors - Purpose
of and Reasons for the Transaction - Risks and Related Costs
Associated with Continued Ownership of the Assets," "Special
Factors - Purpose of and Reasons for the Transaction - Benefits
of the Transaction" and "Special Factors - Effects of the
Transaction."

The General Partners will not receive any payment in
exchange for the redemption of their general partnership
interests nor will they receive any fees from the Partnership in
connection with the Transaction. However, the Braults have a
minority ownership interest in the Purchaser, which will own the
Assets following the consummation of the Transaction. In
addition, each of Brauvin Management Company and Brauvin
Financial, Inc., corporations owned, in part, by Cezar M.
Froelich and an affiliate of Jerome J. Brault, will receive
$55,140 from the Purchaser (not the Partnership) for advisory
services rendered in connection with the Transaction.

If the Transaction is not consummated, there can be no
assurance as to whether any future liquidation or disposition of
the Assets, either in whole or in part, will occur or on what
terms they might occur. However, if not approved, the Operating
General Partners will continue to operate the Partnership in
accordance with the terms of the Partnership Agreement and in
fulfillment of their fiduciary duties, including the review of
any third-party offers to purchase any or all of the Assets, in
an effort to enhance the Partnership's value on behalf of the
Limited Partners. In addition, the Operating General Partners
will continue to evaluate the various alternatives to the
Transaction, as described in the section entitled "Special
Factors - Alternatives to the Transaction." Such alternatives
include: (i) continuing to hold the Assets; (ii) individual
property sales; (iii) an auction of any or all of the properties;
and (iv) solicitation of third-party bids. The Operating General
Partners have concluded that such options are not in the best
interest of the Limited Partners at this time, particularly in
light of the Purchaser's offer. The Operating General Partners
do not intend to actively solicit bids for the Assets in the
immediate future.

Valuation of the Assets; Fairness Opinion

The Valuation Advisory Services Group of Cushman & Wakefield
of Illinois, Inc. ("Cushman & Wakefield") was engaged by the
Partnership to prepare an appraisal of the Assets. Cushman &
Wakefield is part of a national network of affiliated full
service real estate companies providing brokerage, management,
consulting and valuation services in the United States. Cushman
& Wakefield valued the Assets at $30,183,300, which is the total
cash consideration to be paid by the Purchaser for the Assets in
connection with the Transaction. See "Special Factors -
Valuation of the Assets; Fairness Opinion."

Cushman & Wakefield was subsequently engaged to provide an
opinion as to the fairness of the Transaction to the Limited
Partners from a financial point of view (the "Fairness Opinion").
In its Fairness Opinion, dated August 9, 1996, Cushman &
Wakefield advised the Partnership through the Corporate General
Partner, that in its opinion, the price per Unit reflected in the
Transaction is fair, from a financial point of view, to the
Limited Partners. In addition, in its opinion Cushman &
Wakefield stated that the determination that a price is "fair"
does not mean that the price is the highest price which might be
obtained in the marketplace, but rather that based upon the sum
of the appraised values of the Assets, the price reflected in the
Transaction is believed by Cushman & Wakefield to be reasonable.
The discussion herein of the Fairness Opinion is qualified in its
entirety by reference to the section entitled "Special Factors -
Valuation of the Assets; Fairness Opinion" and to the text of
such Fairness Opinion, a copy of which is attached hereto as
Annex II. The Fairness Opinion will not be updated by Cushman &
Wakefield unless there is a material change relating to the
Assets, a material change to the terms of the Transaction or the
receipt of any bona fide third-party offers.

Recommendations of the General Partners and Their Affiliates

The Operating General Partners have determined that the
terms of the Transaction are fair to the Limited Partners and,
therefore, recommend that the Limited Partners vote "FOR" the
Transaction and "FOR" the Amendment. The recommendations of the
Operating General Partners are, however, subject to conflicts of
interest as described herein. The Operating General Partners'
determination of fairness was based on the following factors.
See "Special Factors - Recommendations of the General Partners
and Their Affiliates" for a more detailed discussion of the
following factors. The Purchaser has concurred in the Operating
General Partners' analysis and conclusions as to fairness of the
Transaction.

Factors in Favor of the Transaction

In determining the fairness of the Transaction, the
Operating General Partners considered the following factors which
weighed in favor of the Transaction: (i) use of an independent
appraiser's valuation of the Assets as a basis for the redemption
price; (ii) the structure of the transaction as a merger, whereby
all of the Assets and the liabilities of the Partnership are
transferred to the Purchaser, thereby eliminating the need for
the Partnership to continue operations with the less salable or
valuable properties; (iii) avoidance of certain potential
transaction costs, such as investment banking fees or real estate
brokerage commissions, which could have approximated $900,000 to
$1,800,000 in the aggregate; (iv) the willingness of the
Purchaser to effect an all cash transaction; (v) the Fairness
Opinion rendered in connection with the Transaction; (vi) the
fact that the Partnership is approaching the end of the
originally anticipated holding period for the Assets; (vii) the
fact that the Transaction will be effected with minimal
representations and warranties by the Partnership, thereby
eliminating the need to escrow funds; (viii) the flexibility
granted to the Operating General Partners in the Merger Agreement
to pursue subsequent offers that can produce a better return to
the Limited Partners; (ix) the fact that a majority in interest
of the Limited Partners (in excess of 50%) is required to approve
the Transaction; (x) the average lease term of the Assets and
other risks associated with continuing to own the Assets;
(xi) the high cost of operating a publicly-held entity; (xii) the
lack of an established trading market for the Units; (xiii) the
comparison of the per Unit redemption price to current and
historical market prices; (xiv) the expressed desire of certain
Limited Partners to have their investment in the Partnership
liquidated; and (xv) the Operating General Partners' industry
knowledge regarding the marketability of properties with lease
terms similar to the Assets.

Factors Against the Transaction

In determining the fairness of the Transaction, the
Operating General Partners also considered the following factors
which weighed against the Transaction: (i) the affiliated nature
of the Transaction and other conflicts of interest; (ii) that
there can be no assurance that the cash redemption price received
by the Limited Partners in connection with the Transaction can be
invested in alternative investments that will generate a return
equal to or greater than that generated by the investment in the
Partnership; (iii) that the Limited Partners will no longer have
an ownership interest in the Assets and thus will not share in
any potential changes in their value; (iv) that there can be no
assurances that a better offer for the acquisition of the Assets
may not be available now or in the future; and (v) that the
Limited Partners may incur certain tax liabilities as a result of
the Transaction. Messrs. Froelich and Strosberg are not
recommending the Transaction since they believe that the most
advantageous methodology for determining a fair price for the
Assets would be to seek third-party offers through an arm's-
length bidding process.

Conflicts of Interest

The Transaction is subject to certain conflicts of interest
as more fully described in the section entitled "Conflicts of
Interest." Such conflicts include: (i) that the Operating
General Partners are affiliated with the Purchaser, due to the
minority ownership interest of the Braults in such entity and,
therefore, they have an indirect economic interest in
consummating the Transaction that may be considered to be in
conflict with the economic interests of the Limited Partners;
(ii) that each of Brauvin Management Company and Brauvin
Financial, Inc., which are owned, in part, by Cezar M. Froelich
and an affiliate of Jerome J. Brault, will receive $55,140 from
the Purchaser (not the Partnership) for advisory services
rendered in connection with the Transaction; and (iii) that the
General Partners have been granted certain indemnification rights
by each of the Partnership and the Purchaser.

SPECIAL FACTORS

Purpose of and Reasons for the Transaction

As part of the Operating General Partners' continuing effort
to fulfill their fiduciary responsibility to the Limited Partners
by enhancing the value of the Limited Partners' investment in the
Units, the Operating General Partners continually consider
various strategies and alternatives available to the Partnership.
One such strategy is the sale or disposition of some or all of
the Assets. For a discussion of these various strategies and
alternatives see the section entitled "Special Factors -
Alternatives to the Transaction."

In connection with the Affiliated Transactions, as described
in the section entitled "Terms of the Transaction - Related
Transactions," the Purchaser has presented the Partnership with
the Transaction. The considerations of the Purchaser in
presenting the Transaction are described in the subsection
entitled "Actions Resulting in the Transaction; Mitigation of
Conflicts." If the Transaction and the Amendment are approved by
the Limited Partners and certain other conditions are met, the
Transaction will be consummated, the Partnership will cease to
exist and the Units will be redeemed entirely for approximately
$779.22 per Unit in cash, after taking into account all estimated
adjustments, and the Assets will be owned by the Purchaser.
Consummation of the Transaction will result in the transfer of
the fair market value of the Assets to the Limited Partners on an
all cash basis through a structure which eliminates all post-
closing liabilities and risks associated with ownership of the
Assets and investment in the Units. This structure allows the
Limited Partners to liquidate, on an all cash basis, their
illiquid investment in their Units, which cash can then be
invested in alternative investments.

The terms of the Transaction are viewed by the Operating
General Partners to be favorable to the Partnership and the
Limited Partners in part because: (i) the structure of the
Transaction as a merger, whereby all of the Assets and the
liabilities of the Partnership are transferred to the Purchaser,
eliminates the need for the Partnership to continue operations
with the less salable or valuable properties; (ii) the Merger
will be consummated on an all cash basis at a redemption price
which includes the fair market value of the Assets; (iii) the
Transaction will be effected with minimal representations and
warranties by the Partnership, thereby eliminating the need to
escrow funds; and (iv) the Transaction is structured such that
costs are estimated to equal approximately 1 1/2% of the total
value of the Transaction, which the Operating General Partners
believe to be below industry standards for a transaction of this
size. Although the Transaction is not without risks, as
described in the subsection entitled "Risks of the Transaction,"
the Operating General Partners believe that, given the favorable
terms of the Transaction, it is their fiduciary responsibility to
present the Transaction to the Limited Partners for their
approval and to recommend the Transaction and the Amendment.

The terms of the Transaction were viewed by the Purchaser to
be favorable in part because: (i) the Merger price is based on
the fair market value of the Assets; (ii) total Transaction costs
are believed to be below industry standards for a transaction of
this size; (iii) as a non-public entity, the Purchaser will not
be required to incur certain significant annual costs of
compliance with the Federal securities laws; and (iv) as a
results of the Braults' affiliation with the Purchaser, the
Purchaser has knowledge regarding the Assets and thus was willing
to effect a merger of the Partnership with and into the
Purchaser, thereby assuming all of the Assets and liabilities of
the Partnership, with minimal representations and warranties.

The considerations which resulted in the determination to
present the Transaction to the Limited Partners and to recommend
the Transaction are described in more detail below.

Background and Operational History of the Partnership

The Partnership is a Delaware limited partnership organized
on May 3, 1988 to raise funds from investors to acquire debt-free
ownership of existing, free-standing, income-producing retail,
office or industrial real properties predominantly all of which
will involve triple-net leases. The Partnership completed its
public offering on September 30, 1989 and raised a total of
$38,923,000. As of December 31, 1995, the Partnership had also
raised an additional $3,914,384 through its distribution
reinvestment plan. As of the date hereof, the Partnership owns
the land and buildings underlying 28 properties as well as a 51%
interest in a joint venture which owns a Scandinavian Health Spa
and a 99% interest in a joint venture which owns the land and
buildings underlying six Ponderosa restaurants. See "Certain
Information about the Partnership, Its General Partners and their
Affiliates - Description of the Assets." All of the properties
of the Partnership are under lease.

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $3,582,492, $3,478,020 and $3,569,741, respectively.
Because of the decision to present the Transaction to the Limited
Partners, the Operating General Partners have determined that no
further distributions of operating cash flow will be made by the
Partnership to the Limited Partners prior to consummation or
termination of the Transaction. The Operating General Partners
have also determined that the Partnership will not repurchase
Units from Limited Partners during this period. See "Certain
Information About the Partnership, Its General Partners and their
Affiliates - Distributions."

The Partnership is the second of a series of affiliated
limited partnerships formed to acquire similar properties. The
Partnership's Prospectus dated June 17, 1988 (the "Prospectus")
states that the anticipated holding period for the Partnership's
properties is no more than seven to ten years. The properties
acquired by the Partnership are therefore nearing the end of
their anticipated holding periods. Except for Brauvin Corporate
Lease Program IV L.P., the properties acquired by the Affiliated
Limited Partnerships are near the end of the period in which it
was anticipated that such properties would be sold. As a result,
the Operating General Partners began investigating options for
the liquidation of the properties held by the Partnership and the
Affiliated Limited Partnerships.

Actions Resulting in the Transaction; Mitigation of
Conflicts

Over the past few years, in an attempt to enhance Limited
Partner value with respect to the Units, the Operating General
Partners approached several investment banking firms regarding
various strategies and alternatives available to the Partnership,
including the liquidation of the Assets and return the proceeds
from such liquidation to the Limited Partners. Although numerous
meetings were held with representatives from such investment
banks, no viable value enhancement scenarios were formulated.
During the past several months the Operating General Partners
increased their activity with respect to formulating a
liquidation strategy, as the Partnership is at the end of the
anticipated holding period of seven to ten years for its
properties. As a result of recent conversations with persons
familiar with the triple-net lease industry, it was determined
that the rapidly approaching termination dates for many of the
leases governing the Partnership's properties caused such
properties to fall outside of the acquisition parameters and
standards of several organizations interested in acquiring a
portfolio of triple-net lease properties and thus limited the
salability of the Partnership's portfolio. As a result of the
Operating General Partners consideration of an exit strategy, the
Braults began to actively pursue the possibility of acquiring the
Assets from the Partnership. In attempting to obtain the
necessary financing to effect this purchase, the Braults met with
various third-party debt and equity sources who negotiated and
structured the terms of the Transaction on behalf of the
Purchaser so as to allow the Purchaser to consummate the
Transaction on an all cash basis. In connection with the
negotiation of the financing arrangements, the terms of the
Transaction and the ownership structure of the Purchaser, each
party, including the Purchaser, the Partnership, the debt and
equity participants and the General Partners, were represented by
separate professionals experienced in transactions of this type.
The retention of such professionals was deemed to be important in
order to mitigate the potential conflicts of interest inherent in
the Transaction. The redemption price was based on the
independent appraisal of Cushman & Wakefield, who was retained by
the Partnership in connection with the Partnership's annual
valuation of the Assets, prior to any discussions of the
Transaction with Cushman & Wakefield and the terms of the
Transaction were negotiated with the assistance of counsel to the
Purchaser and counsel to the Partnership. In addition, Cushman &
Wakefield was retained to provide an opinion that the Transaction
is fair to the Limited Partners from a financial point of view.

Prospects of the Partnership

Pursuant to the terms of the Merger Agreement, the Purchaser
has agreed to pay approximately $779.22 per Unit in cash, after
taking into account all estimated adjustments, in connection with
the Transaction. The redemption price is based upon the fair
market value of the Assets as determined by Cushman & Wakefield.
Due to the relatively fixed nature of the lease payments
generated by the Assets and the remaining lease terms, the fair
market value may not increase over the foreseeable future. To
date, the Partnership has not been presented with any firm offers
for the purchase of the Assets, although it has received and
pursued a few expressions of interest from third parties. One
such expression of interest was for all of the Assets (together
with the assets of the Affiliated Limited Partnerships) but at an
aggregate purchase price lower than that proposed by the
Purchaser, with higher transaction costs and other factors, such
as a lack of management ability, that led the Operating General
Partners to believe that this transaction would not be better for
the Limited Partners or the limited partners of the Affiliated
Limited Partnerships. However, the Operating General Partners
did pursue this possible transaction long enough to cause an
increase in the price of this possible offer by approximately 6%
from the initial price. Another expression of interest was for
only certain of the Assets, which would result in an overall
lesser return to the Limited Partners and the need to continue to
operate the Partnership and the Affiliated Limited Partnerships
and thus the proposal was not pursued.

Mr. Froelich and Mr. Strosberg believe that the Partnership
should actively seek third-party offers through an arm's-length
bidding process to establish a fair price for the Assets. In
this regard, the Partnership has made, and will continue during
the pendency of the proxy solicitation process to make, all
pertinent information pertaining to the Partnership and the
Assets available to other potential purchasers who have the
financial ability to acquire the Assets on an all cash basis. If
the Transaction is not approved, there can be no assurance as to
whether any future liquidation or disposition of the Assets will
occur or on what terms they might occur. Despite the Partnership
obtaining both the Valuation and the Fairness Opinion from
Cushman & Wakefield, there can be no assurance that a better
offer for the acquisition of the Assets may not be available.

Risks and Related Costs Associated with Continued Ownership
of the Assets

The average remaining lease term for the Assets is 8.1
years. The longer the Assets are held by the Partnership, the
greater the risk to the Partnership of lease rollover,
renegotiation and non-renewal. Because many of the Partnership's
properties were designed for a particular type of operation,
lease default or non-renewal could result in the need for
substantial capital improvements or remodeling to attract new
tenants. Eventually the Partnership will be required to reserve
against such risks. Lease defaults and non-renewals, as well as
reserves against such risks will eventually result in lower
distributions to the Limited Partners.

The Partnership incurs general and administrative costs
related to its status as a public reporting entity under the
Federal securities laws. The costs of preparing reports such as
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q,
as well as the expenses of printing and mailing these materials
can be significant. In addition, the Partnership incurs
significant legal and accounting fees in complying with the
Federal securities laws. Over the past two years, the
Partnership has spent approximately $161,125 and $170,956,
respectively on partnership administration expense, and legal,
accounting and tax advisory fees necessitated by the on-going
Federal securities law compliance. If the Partnership were not a
publicly-held entity, many of these costs could be eliminated,
although such cost savings would not be of benefit to the Limited
Partners.

There is no established trading market for the Units. As a
result, the Limited Partners and the Partnership incur all of the
costs associated with public-entity status, but have little of
the benefits. Since the Units are not readily transferable, the
Limited Partners are essentially locked into their investment in
the Units.

Benefits of the Transaction

As a result of the Transaction, the Limited Partners will
receive approximately $779.22 per Unit in cash, after taking into
account all estimated adjustments. Such proceeds can then be
reinvested by the Limited Partners in other investments that
could possibly yield a higher return than the investment in the
Partnership. The terms of the Transaction are viewed by the
Operating General Partners to be favorable to the Partnership and
the Limited Partners in part because the cost of the Transaction
to the Partnership, which is estimated to equal approximately
1 1/2% of the total value of the Transaction, is believed to be
below industry standards for a transaction of this size. It is
not unusual in similar types of transactions to see investment
banking fees or real estate brokers commissions which alone
exceed 3% of the value of a transaction. In addition, the
structure of the Transaction eliminates the need for the
Partnership to reserve or hold back any funds from distribution
to the Limited Partners to satisfy any post-closing liabilities.

Risks of the Transaction

The Transaction is not without certain potential
disadvantages and risks to the Limited Partners. Such
disadvantages and risks include the fact that: (i) there can be
no assurance that the cash redemption price received by the
Limited Partners in connection with the Transaction can be
invested in alternative investments that will generate a return
equal to or greater than that generated by the investment in the
Partnership; (ii) the Limited Partners will no longer have an
ownership interest in the Assets and thus will not share in any
potential changes in their value; (iii) despite the Partnership
obtaining both the Valuation and the Fairness Opinion from
Cushman & Wakefield, there can be no assurances that a better
offer for the acquisition of the Assets may not be available now
or in the future; and (iv) the Limited Partners may incur certain
tax liabilities as a result of the Transaction. Notwithstanding
the foregoing, the Operating General Partners concluded that, as
with any investment, such potential disadvantages and risks are
speculative, are unable to be quantified and do not outweigh the
benefits of the Transaction.

Alternatives to the Transaction

The Operating General Partners considered several
alternatives to the Transaction, including: (i) continuing to
hold the Assets; (ii) individual property sales; (iii) an auction
of any or all of the properties; (iv) solicitation of third-party
bids; and (v) a sale of the Assets to the Purchaser.

Continuing to hold the Assets was rejected as the risk from
ownership increases the longer the properties are held and thus
the value of the Assets becomes less certain. This risk results
from the approaching maturity dates for each of the leases of the
Assets (which average remaining lease is 8.1 years), the costs of
the renegotiation of such leases and the related risk of default
or non-renewal. A merger of the Partnership with and into the
Purchaser will allow the Limited Partners to avoid such
increasing risks. Furthermore, the Partnership's investment in
the properties is approaching the outside of its initial
estimated holding periods and thus it is the General Partners
duty to look to the liquidation of the Assets.

Individual property sales were rejected as this option would
likely result in the Partnership's more salable or valuable
properties being sold and the Partnership being forced to retain
the less salable or valuable properties. Even if the more
salable or valuable properties were sold on an all cash basis
comparable to the Transaction, the Partnership would likely be
required to retain a substantial portion of the proceeds of such
sales to cover the expenses related to ongoing administration of
the Partnership. Because the Partnership's administrative costs
are relatively fixed, a sale of the more salable or valuable
properties would ultimately result in proportionally less cash
being available for distribution to the Limited Partners.
Furthermore, it is the belief of the Operating General Partners
that costs associated with individual sales of the properties
would, in the aggregate, be greater than the costs associated
with a sale of all of the Assets, due in part to the need to
negotiate with multiple parties and the loss of economies of
scale. These increased costs would further result in less cash
being available for distribution to the Limited Partners.
Finally, because the more salable or valuable properties will
likely be sold first, risks associated with lease defaults and
non-renewals, as well as risks associated with particular markets
and industries will increase. The sale of the Assets in a single
transaction eliminates the need for the Partnership to remain in
existence with a smaller, less diverse and more risky portfolio.

An auction of all of the Assets was also rejected as it is
the Operating General Partners belief that real estate auctions
(as opposed to a solicitation of third-party bids through the use
of investment bankers or real estate brokers) are generally
viewed as a sale method of last resort and the typical buyer at
such an auction is seeking below market price purchases. An
auction of individual assets would result in the same adverse
effects as those resulting from sales of individual properties.

A formal solicitation of third-party bids for the Assets was
not undertaken by the Operating General Partners prior to the
date the Partnership entered into the Merger Agreement. However,
over the past few years the Operating General Partners had
approached several investment banking firms regarding various
strategies and alternatives available to the Partnership,
including the liquidation of the Assets. Although numerous
meetings were held with representatives from such investment
banking firms, no viable value enhancement scenarios were
formulated. Furthermore, after recent conversations with persons
familiar with the triple-net lease industry, it was determined
that the rapidly approaching termination dates for many of the
leases to which the Partnership's properties were subject caused
such properties to fall outside of the acquisition parameters and
standards of several organizations that might be interested in
acquiring a portfolio of triple-net lease properties and thus
limited the salability of the Partnership's portfolio. Although
the Operating General Partners did not believe that the
solicitation of third-party bids would result in a better offer
for the Limited Partners, the Operating General Partners required
that the terms of the Merger Agreement permit the General
Partners to terminate the Transaction at any time should they
receive an offer for the Assets which they in good faith believe
to be on terms preferable to the Transaction. However, in
accordance with the terms of the Merger Agreement, the
Partnership will not actively solicit third-party bids. Although
there have been a few expressions of interest from potential
third-party purchasers generated by the Purchaser's effort to
secure financing, as described above, no party has made a firm
offer for the Assets. In conjunction with Messrs. Froelich and
Strosberg's belief that the solicitation of third-party offers
through an arm's-length bidding process would be the most
advantageous method for determining a fair price for the Assets,
the Partnership continues to make available to prospective
purchasers all relevant materials necessary to conduct due
diligence with respect to the Assets. Until the Transaction is
approved, the General Partners will entertain any offers which
can produce a comparable overall return to the Limited Partners.
Notwithstanding the foregoing, the Operating General Partners
have surveyed the market and have been unable to identify a
strategic or financial buyer that would be interested in
purchasing the entire portfolio of the Assets, on all cash basis.
This is mainly the result of two factors: (i) 63% of the Assets
have lease terms which provide the lessees with rights of first
refusal on any sale of the Assets, thereby significantly
complicating the negotiations or possible offers from third
parties; and (ii) the average remaining lease term of 8.1 years
makes the Assets less attractive to potential purchasers.

The Purchaser was unwilling to structure the Transaction as
a sale of the Assets to the Purchaser, due in part to the
additional costs that would be incurred by the Purchaser in
connection with such a sale (such as real estate transfer taxes
and other transfer related costs).

Effects of the Transaction

General

If the Transaction and the Amendment are approved and the
remaining conditions to the Transaction are met or waived, the
Merger will be effected by filing the Certificate of Merger with
the Delaware Secretary of State and in connection therewith the
assets and liabilities of the Partnership will be transferred to
the Purchaser as the surviving entity in the Merger and the
Partnership will cease to exist. Thereafter, the registration of
the Units under Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") will be terminated.
Further, following the Transaction, the Partnership will no
longer be subject to the periodic reporting requirements of the
Exchange Act and will cease filing information with the
Commission. The Corporate General Partner intends to conclude
the Transaction with and into the Purchaser as soon as possible
and no later than December 31, 1996.

Effects on the Limited Partners

As a result of the Transaction, the Units will be redeemed
for approximately $779.22 per Unit in cash, after taking into
account all estimated adjustments. This redemption price is
based on the fair market value of the Assets which has been
determined by Cushman & Wakefield to be $30,183,000, or $748.09
per Unit (which amount is not subject to adjustment), plus cash
on hand as of the Effective Time, less net earnings of the
Partnership after July 31, 1996, less the Transaction Costs and
less all other Partnership obligations, which amount is currently
anticipated to be $31.13 per Unit. Thus, the actual redemption
price will be subject to adjustment based upon changes in these
costs and expenses prior to the Effective Time. Although the
actual redemption price to be paid to the Limited Partners is not
anticipated to vary in any material respect from the estimated
redemption price, in the event the actual amount is determined to
be materially less than the estimated amount set forth herein,
the approval of the Limited Partners will be resolicited.

Following consummation of the Merger, the Limited Partners
will cease being owners of the Partnership and will no longer
bear the risks associated with such ownership. A description of
such risks is set forth in the section entitled "Special Factors
- -Purpose of and Reasons for the Transaction - Risks and Related
Costs Associated with Continued Ownership of the Assets."
However, the Limited Partners will thereafter will assume the
risks associated with the consummation of the Transaction. See
"Special Factors - Purposes of and Reasons for the Transaction -
Risks of the Transaction."

Effects on the General Partners

The General Partners will not receive any payment in
exchange for the redemption of their general partnership
interests nor will they receive any fees from the Partnership in
connection with the Transaction. However, the Braults have a
minority ownership interest in the Purchaser and thus will become
part owners of the Assets following the consummation of the
Transaction. In addition, each of Brauvin Management Company and
Brauvin Financial, Inc., corporations owned, in part, by Cezar M.
Froelich and an affiliate of Jerome J. Brault, will receive
$55,140 from the Purchaser (not the Partnership) for advisory
services rendered in connection with the Transaction.

Effects on the Purchaser

If the Transaction and the Amendment are approved and the
remaining conditions to the Merger are met or waived, the
Partnership will be merged with and into the Purchaser in
exchange for payment of the redemption price of $779.22 per Unit.
In connection with the Merger, all of the assets and liabilities
of the Partnership will be transferred to the Purchaser.
Thereafter, the benefits and risks associated with ownership of
the Assets will rest solely with the Purchaser.

Effects of Failure to Approve the Transaction

Valuation of the Assets; Fairness Opinion

Cushman & Wakefield was engaged by the Partnership on
March 15, 1996 to value the Assets pursuant to the Partnership's
obligation to provide a valuation of the Units within 120 days
after the end of the fiscal year to satisfy the requirements of
the Employee Retirement Income Security Act of 1974, as amended.
The Partnership subsequently engaged Cushman & Wakefield to
provide an opinion as to whether the Transaction is fair from a
financial point of view. Other than the engagements described
herein, and the engagement of Cushman & Wakefield by the
Affiliated Limited Partnerships in connection with the Affiliated
Transactions, there has been no material relationship between
Cushman & Wakefield or its affiliates and the Partnership or its
affiliates, nor is any such relationship contemplated.

Copies of the Valuation and the Fairness Opinion are
attached hereto as Annex I and Annex II, respectively.

Experience of Cushman & Wakefield

Cushman & Wakefield is part of a national network of
affiliated full service real estate companies providing
brokerage, management, consulting and valuation services in the
United States (the "C&W Affiliated Companies"). The clients of
the C&W Affiliated Companies include major commercial and
investment banks, Fortune 500 corporations, pension funds,
advisory firms and government agencies. The Valuation Advisory
Services Group of the C&W Affiliated Companies has 19 branch
offices located in various geographic regions of the United
States. This large network of professionals provides local
expertise in key markets and sub-regions and enables Cushman &
Wakefield to effectively handle broad-based, multi-property
assignments. Furthermore, the C&W Affiliated Companies valuation
network provides a large national database of market information
and ensures a consistent methodology for each property valuation.
The Operating General Partners considered several appraisal firms
but ultimately chose Cushman & Wakefield based upon their
expertise and industry leadership.

Valuation

Pursuant to its engagement, Cushman & Wakefield reported to
the Partnership that the sum of the individual valuations of the
Assets was $30,183,000 as of April 1, 1996 (collectively, the
"Valuation"). Certain of the assumptions, qualifications and
limitations to the Valuation are described below. The summary
set forth below does not purport to be a complete description of
the analysis employed by Cushman & Wakefield in preparing the
Valuation. A copy of the Valuation analysis will be made
available to Limited Partners upon request. The Partnership
imposed no conditions or limitations on the scope of Cushman &
Wakefield's investigation or the methods and procedures to be
followed in preparing the Valuation. No other appraisals of the
Assets were obtained by the Partnership due to the significant
cost involved and the Operating General Partners' opinion that
the Valuation was prepared according to industry standards by a
reliable and independent appraisal firm.

Factors Considered

In preparing the Valuation, Cushman & Wakefield:
(i) conducted a physical inspection of each property;
(ii) considered the location and market area of each property,
with particular attention given to the submarket definition,
demand generators, competitive properties, trade area
demographics and outlook; (iii) reviewed property sales history
where provided; (iv) analyzed site and improvements with regard
to quality, functionality and condition of improvements toward
existing use; and (v) considered the highest and best use of each
site. In addition, Cushman & Wakefield conducted a review and
analysis of each existing individual lease abstract, or leases
where provided, affecting each of the properties. In conducting
their analysis, Cushman & Wakefield was provided with, among
other things: (i) certain information relating to the business,
earnings, operating cash flow and assets of the Partnership,
including sales performance of the Assets for 1993 through 1995,
where provided, and estimates of 1996 tenant sales; (ii) surveys,
legal descriptions, current property tax statements and detailed
lease abstracts; and (iii) such other information as Cushman &
Wakefield deemed necessary or appropriate. In addition, Cushman
& Wakefield personnel questioned the Operating General Partners
about the markets in which the Assets operate and the operating
history of the Assets.

Summary of Cushman & Wakefield's Methodology and Approaches
to Value

Cushman & Wakefield's valuation of the Assets was based
primarily on a discounted cash flow analysis. Cushman &
Wakefield believes that the valuation resulting from the
discounted cash flow analysis is the best indication of value, as
an investor in the type of property owned by the Partnership
considers its income producing capabilities as most important. A
sales comparison approach based on comparable sales was
determined to be less reliable because of the lack of comparable
properties and recent sales data for many of the Assets.

Individual evaluation reports containing property specific
information such as location, competition and market and trade
area analysis, were prepared by Cushman & Wakefield for each
Asset. These evaluation reports formed the foundation for
Cushman & Wakefield's valuation analysis. In conducting its cash
flow analysis, Cushman & Wakefield performed an individual
property-by-property analysis to establish an anticipated cash
flow to be received over a specified holding period, typically of
a ten-year duration, for a particular property. Analysis as to
cash flows takes into account the contractual rent and the terms
and conditions of each lease, plus reversion, as well as the
credit associated therewith.

Cushman & Wakefield also conducted an analysis of the
reversionary component of the cash flow analysis for each
property, which values the property at the end of a specified
holding period, based on the estimated highest and best use of
the property, at reversion. The highest and best use of a
property was formulated based on a decision matrix which takes
into account specific property and location characteristics,
demographic profile and outlook, sales history and market
position of the property relative to its competition. Where the
highest and best use of a property at reversion was estimated to
be a continuation of the existing use, the reversionary value of
the property is based on capitalizing the property's eleventh
year's net operating income into value by means of direct
capitalization. Use of a ten-year investment holding period
within a discounted cash flow analysis represents typical
investor criteria within the market. The discounted cash flow
method is an accepted means within the market of analyzing and
valuing properties similar to the Assets, and is in conformance
with the established and accepted valuation procedures of the
Appraisal Institute regarding properties of this type. Where the
anticipated highest and best use of a property differs from the
existing use, the reversionary value of the property was
estimated based on a cost approach methodology, which
incorporates land value estimates and depreciated replacement
cost estimates for the improvement contribution, if any.
Cushman & Wakefield determined the current use of each property
to be its highest and best use, except as otherwise determined
within the valuation and evaluation reports.

Pursuant to the discounted cash flow analysis, Cushman &
Wakefield's valuation of the Assets totalled $30,183,000, which
is the amount allocated by the Purchaser to the Assets in
connection with the Transaction. The Operating General Partners
have reviewed and accept the Valuation and believe that it was
prepared in accordance with appropriate professional standards.

Assumptions, Limitations and Qualifications of Cushman &
Wakefield's Valuation

In preparing the Valuation, Cushman & Wakefield relied,
without independent verification, on the accuracy and
completeness of all information supplied or otherwise made
available to it by or on behalf of the Partnership. In arriving
at the Valuation, Cushman & Wakefield assumed: (i) good and
marketable title; (ii) that each Asset was free and clear of all
liens, unless otherwise stated; (iii) responsible ownership and
competent management of each Asset; (iv) no hidden or unapparent
conditions; (v) full compliance with zoning laws; (vi) possession
of all necessary licenses, certificates of occupancy and other
governmental consents; (vii) that no potentially hazardous or
toxic materials were located at or about the Assets; and
(viii) compliance with the Americans with Disabilities Act of
1990. Cushman & Wakefield did not conduct a legal survey of the
Assets. An appraisal is only an estimate of value, as of the
specific dates stated in the appraisal, and is subject to the
assumptions and limiting conditions stated in the report. An
opinion is not a measure of realizable value and may not reflect
the amount which would be received if the property was sold.
Reference should be made to the entire appraisal report.

Fairness Opinion

Subsequent to its engagement in connection with the
Valuation, Cushman & Wakefield was engaged to provide the
Fairness Opinion. Cushman & Wakefield was neither asked to make,
nor did it make, any recommendation as to the redemption price,
although it did provide the Valuation on which the redemption
price was based. Cushman & Wakefield was not asked to solicit
offers from other interested parties nor was it asked to opine on
any aspects of the Transaction other than its fairness from a
financial point of view. The discussion herein of the Fairness
Opinion is qualified in its entirety by reference to the text of
such Fairness Opinion, a copy of which is attached hereto as
Annex II.

In connection with rendering its opinion, Cushman &
Wakefield reviewed and relied on its analysis is undertaken in
connection with the Valuation and its appraisal work as a basis
for establishing the fairness of the proposed Transaction. The
analysis which Cushman & Wakefield conducted in preparing the
Valuation is described in the subsection entitled "Factors
Considered," "Summary of Cushman & Wakefield's Methodology and
Approaches to Value" and "Assumptions, Limitations and
Qualifications of Cushman & Wakefield's Valuation" of this
section, which analysis is incorporated by reference herein.

In its Fairness Opinion dated August 9, 1996, Cushman &
Wakefield advised the Partnership through the Corporate General
Partner that in its opinion, the price per Unit reflected in the
Transaction is fair, from a financial point of view, to the
Limited Partners. In its opinion Cushman & Wakefield stated that
the determination that a price is "fair" does not mean that the
price is the highest price which might be obtained in the
marketplace, but rather that based upon the sum of the appraised
values of the Assets, the price reflected in the Transaction is
believed by Cushman & Wakefield to be reasonable.

Although there is no active market in trading the Units,
Cushman & Wakefield noted that for those Units that have traded
the price per Unit was at or below the price per Unit in the
Transaction. As stated above, Cushman & Wakefield reviewed and
relied on its analysis undertaken in connection with the
Valuation and its appraisal work as a basis for establishing the
fairness of the Transaction. Other methods could have been
employed to test the fairness of the Transaction and yielded
different results. In rendering this opinion, Cushman &
Wakefield noted that it had not considered, and had not
addressed, market conditions and other factors (e.g., whether the
sale of the Assets as a portfolio rather than a series of sales
of individual properties would produce a premium or a discounted
selling price) that, in an open-market transaction, could
influence the selling price of the Assets and result in proceeds
to the Limited Partners greater or less than the proposed price
per Unit. Cushman & Wakefield also noted that it had not
considered the price and trading history of other publicly traded
securities that might be deemed relevant due to the relative
small size of the Transaction and the fact that the Units are not
publicly traded. Furthermore, Cushman & Wakefield noted that it
had not compared the financial terms of the Transaction to the
financial terms of other transactions that might be deemed
relevant, given that the Transaction involves all cash to the
Limited Partners.

The Fairness Opinion will not be updated by Cushman &
Wakefield unless there is a material change relating to the
Assets, a material change to the terms of the Transaction or the
receipt of any bona fide third-party offers.

Compensation

Cushman & Wakefield was paid a fee of $2,500 for each Asset
valued in connection with the Valuation, for an aggregate fee of
$86,750 from the Partnership, plus out-of-pocket expenses, and
will be paid $25,900 by the Partnership for the Fairness Opinion.
In addition, the Affiliated Limited Partnerships will pay Cushman
& Wakefield on the same basis for services rendered to each of
them in connection with the Affiliated Transactions. Cushman &
Wakefield is also entitled to reimbursements for certain costs
incurred in connection with providing their services to the
Partnership. The fees paid to Cushman & Wakefield in connection
with the Valuation and the Fairness Opinion were negotiated by
the Operating General Partners. The Partnership has agreed to
indemnify Cushman & Wakefield against certain liabilities arising
out of its engagement to prepare and deliver the Valuation and
the Fairness Opinion.

Recommendations of the General Partners and Their Affiliates

Factors Considered

The Operating General Partners have determined that the
terms of the Transaction are fair to the Limited Partners and,
therefore, recommend that the Limited Partners vote "FOR" the
Transaction and "FOR" the Amendment. In determining the fairness
of the Transaction and their decision to recommend the
Transaction, the Operating General Partners considered each of
the factors discussed below. Although the Operating General
Partners were unable to weigh each factor precisely, the factors
are set forth below in their approximate order of importance:

Factors in Favor of the Transaction:

* The redemption price of the Transaction was based on the
Valuation, which was prepared by Cushman & Wakefield, an
expert, independent appraiser that is considered one of the
best valuation firms in the industry in valuing triple-net
lease assets. The Valuation considered the current fair
market value of each and every Asset. See "Special Factors
- Valuation of the Assets; Fairness Opinion" for a detailed
description of this Valuation. As described herein, the
Operating General Partners reviewed and accepted the
Valuation and believe that it was prepared in accordance
with appropriate professional standards and considers all
relevant information. In considering the importance of this
factor, the Operating General Partners considered that
Cushman & Wakefield was retained to conduct the Valuation on
behalf of the Partnership, not the Purchaser, in connection
with an annual valuation of the Assets. Since the Purchaser
was willing to pay the current fair market value of the
Assets on an all cash basis, the Operating General Partners
concluded that such factor weighed heavily in favor of the
fairness of the Transaction.

* The Transaction was structured as a merger, whereby the
Purchaser will acquire all of the assets and liabilities of
the Partnership, thereby eliminating the need for the
Partnership to continue operations with the less salable or
valuable properties. The Operating General Partners also
concluded that this factor weighed heavily in favor of the
Transaction. As described in the section entitled "Special
Factors - Alternatives to the Transaction," there are
significant detriments attached to sales of less than all of
the Assets.

* The avoidance of certain potential transaction costs, such
as investment banking fees or real estate brokerage
commissions, which could have approximated $900,000 to
$1,800,000 in the aggregate. Such costs are not atypical in
transactions similar to the Transaction and the fact that
neither the Partnership nor the Purchaser would need to pay
such costs was deemed to be a significant benefit of the
Transaction.

* The fact that the Purchaser was willing to consummate the
Transaction on an all cash basis, as opposed to an exchange
of securities or other assets. This all cash transaction
will allow the full amount of the redemption price to be
paid to the Limited Partners in cash, which can thereafter
be reinvested by the Limited Partners in other investments.
An all cash transaction also significantly simplifies the
transaction and lowers transaction costs.

* The fact that an opinion was received from Cushman &
Wakefield stating that the Transaction is fair to the
Limited Partners from a financial point of view. See the
section entitled "Special Factors - Valuation of the Assets;
Fairness Opinion" for a discussion of this Fairness Opinion.
This opinion was one of the items considered by the
Operating General Partners in making their recommendation to
the Limited Partners as to the fairness of the Transaction.

* The fact that the anticipated holding period for the Assets
is near the end of the seven to ten year term originally
contemplated in the Prospectus.

* The fact that in connection with the Transaction, the
Partnership will only be required to make limited
representations and warranties to the Purchaser as to the
condition of the Assets, thereby eliminating the need to
establish an escrow of funds as is typically required in
merger transactions or asset sales. This will allow all of
the redemption price to be paid to the Limited Partners at
the time of the Merger and thereafter to be invested by the
Limited Partners in other investments.

* The fact that the Merger Agreement permits the General
Partners to terminate the Transaction at any time if they
receive an offer for the Assets which they in good faith
believe to be on terms preferable to the Transaction. Until
the Transaction is approved by the Limited Partners, the
General Partners will continue to entertain any and all
offers which can produce a comparable overall return to the
Limited Partners.

* The fact that the vote of a majority in interest of the
Limited Partners is required to approve the Transaction and
the Amendment. As a result, the Transaction can only be
effected if it is approved by persons who are not affiliated
with the Purchaser and not subject to a conflict of
interest.

* The fact that the longer the Assets are held the greater the
risk to the Partnership of lease rollover, renegotiation and
non-renewal. Similarly, as a result of the average lease
term for the Assets being 8.1 years, the Assets may become
more difficult to sell. These costs and risks are
highlighted in the section entitled "Special Factors -
Purpose of and Reasons for the Transaction."

* The high cost of operating the Partnership as a
publicly-held entity. Over the past two years, the
Partnership has spent $161,125 and $170,956 on partnership
administration expense and legal, accounting and tax
advisory fees necessitated, in part, by the on-going Federal
securities law compliance.

* The lack of an established exchange or market for the Units
which makes it extremely difficult for the Limited Partners
to liquidate their investment. Based on the May 1996 issue
of The Stanger Report, the transaction price per Unit for
sales of Units in the "secondary" market ranged between
$882 and $800, which represents transactions for 412 Units
from December 1, 1995 through February 29, 1996. Over the
past 12 months, 2,047.26754 Units were sold in private
transactions in the "secondary" market.

* The expressed desire of certain Limited Partners to have
their investment in the Partnership liquidated.

* The Operating General Partners' industry knowledge regarding
the marketability of the Assets.

Factors Against the Transaction:

* Since the Operating General Partners are affiliates of the
Purchaser, their recommendation is subject to a conflict of
interest. See "Conflicts of Interest." Furthermore, no
unaffiliated representative was retained to act solely on
behalf of the Limited Partners for the purpose of
negotiating the Transaction. However, separate counsel was
retained on behalf of each of the Partnership, the Purchaser
and the General Partners, the redemption price was based on
an independent appraisal and such party rendered an opinion
that the Transaction is fair to the Limited Partners from a
financial point of view.

* The Limited Partners may be unable to invest the cash
redemption price received by them in connection with the
Transaction in alternative investments that will generate a
return equal to or greater than that generated by the
investment in the Partnership.

* The Limited Partners will no longer have an ownership
interest in the Assets and thus will not share in any
potential changes in their value.

* There can be no assurances that a better offer for the
acquisition of the Assets may not be available now or in the
future.

* The Limited Partners may incur certain tax liabilities as a
result of the Transaction. See "Income Tax Consequences of
the Transaction."

The current value of the Assets as compared to their book
value (of $30,954,736 as reflected on the Partnership's financial
statements as of June 30, 1996) was not a significant factor in
the Operating General Partners' determination of the fairness of
the terms of the Transaction because, in real estate
transactions, book value is not considered an accurate
representation of underlying market value. Likewise, liquidation
value was not deemed to be applicable due to the finite life
investment oriented nature of the Partnership's Assets.

Conclusion

After evaluation of each of the foregoing factors the
Operating General Partners concluded that the factors weighing in
favor of the Transaction outweighed the factors weighing against
the Transaction. In particular, the Operating General Partners
concluded that, as with any investment decision, the potential
disadvantages and risks of the Transaction are speculative, are
unable to be quantified and do not outweigh the benefits of the
Transaction. Therefore, the Operating General Partners
determined that the terms of the Transaction are fair to the
Limited Partners and recommend that the Limited Partners vote
"FOR" the Transaction and "FOR" the Amendment. The Purchaser has
concurred in the Operating General Partners' analysis and
conclusions as to fairness of the Transaction. Messrs. Froelich
and Strosberg are not recommending the Transaction because they
believe that the most advantageous methodology for determining a
fair price for the Assets would be to seek third-party offers
through an arm's-length bidding process.

Appraisal Rights

Neither the Partnership Agreement nor the Act provide rights
of appraisal or similar rights to the Limited Partners who
dissent from the vote of the majority in approving the
Transaction. As a result, if Limited Partners holding a majority
of the Units approve the Transaction and the Amendment and if the
Transaction is consummated, the Partnership will be merged with
and into the Purchaser and all Limited Partners, including those
who do not approve the Transaction, will receive the redemption
price for their Units pursuant to the terms of the Merger
Agreement.

Costs Associated with the Transaction

The following is an itemized statement of the approximate
amount of all expenses incurred or to be incurred by the
Partnership in connection with the Transaction:

Legal fees $ 86,400
Fairness Opinion and related expenses 25,900
Printing and mailing costs 12,000
Accounting 18,400
Title, survey and environmental reports 179,700
Proxy solicitation fees 24,000
Other, including filing fees 88,500

Total $434,900

All of the foregoing fees and expenses will be paid by the
Partnership from cash from operations. Of such fees and expenses
$19,739 have been paid through July 31, 1996. No part of such
funds is expected to be borrowed. In addition, the Partnership
will pay the Valuation fees and related expenses of approximately
$96,000, of which $43,400 have been paid through July 31, 1996.
The cost of the Valuation was a necessary Partnership expense in
accordance with the requirements of the Partnership Agreement
and, therefore, is not considered an expense of the Transaction.

The fees and expenses of the Purchaser in connection with
the Transaction will be paid by the Purchaser. Certain of these
fees and expenses to be paid by the Purchaser (not the
Partnership) include $55,140 payable to each of Brauvin
Management Company and Brauvin Financial, Inc. for advisory
services. Brauvin Management Company and Brauvin Financial, Inc.
are owned, in part, by Mr. Froelich and an affiliate of the
Managing General Partner. None of these fees are being paid out
of the proceeds of the Partnership.

SPECIAL MEETING OF THE LIMITED PARTNERS

Special Meeting; Record Date

Pursuant to the terms of the Partnership Agreement, the
approval of the Limited Partners holding a majority of the Units
is required to approve the Transaction and to approve the
Amendment. A Special Meeting of the Limited Partners will be held
on September 24, 1996, at the offices of the Partnership, 150
South Wacker Drive, Chicago, Illinois 60606, at 2:00 p.m., local
time, to consider and vote upon the Transaction and the
Amendment. The Partnership Agreement provides that the General
Partners may call a special meeting of the Limited Partners,
which special meeting shall have a record date, for the purpose
of determining the Limited Partners entitled to vote, of not more
than 60 days nor less than 20 days prior to the date when ballots
are delivered to the Limited Partners. In accordance therewith,
the close of business on July 31, 1996 has been established as
the Record Date. Under the terms of the Partnership Agreement,
only the Limited Partners holding Units of record on the Record
Date are eligible to vote those Units on the proposals set forth
in this Proxy Statement. A Limited Partner holding Units of
record as of the Record Date will retain the right to vote on the
proposals set forth herein even if such Limited Partner sells or
transfers such Units after such date. As of the Record Date, the
Partnership had 40,347 Units outstanding and entitled to vote,
held of record by 2,642 Limited Partners. A list of the Limited
Partners entitled to vote at the special meeting will be
available for inspection at the executive offices of the
Partnership at 150 South Wacker Drive, Suite 3200, Chicago,
Illinois 60606. There are no quorum requirements with respect to
the Special Meeting, however, if Limited Partners holding a
majority of the Units do not submit a proxy or vote in person at
the Special Meeting, neither the Transaction nor the Amendment
can be approved.

All Limited Partners are invited to attend the Special
Meeting. However, even those Limited Partners intending to
attend the Special Meeting are requested to complete and return
the enclosed proxy card promptly.

Procedures for Completing Proxies

Accompanying this Proxy Statement is a proxy card solicited
by the Corporate General Partner on behalf of the Partnership for
use at the Special Meeting. When a proxy card is returned,
properly executed, the Units represented thereby will be voted at
the Special Meeting by the Managing General Partner in the manner
specified on the proxy card. It is important that you mark, sign
and date your proxy card and return it either in the enclosed,
postage-prepaid envelope or by facsimile to (214) 999-0323 or
(214) 999-9348 as soon as possible. When voting your proxy by
facsimile, both sides of the proxy must be transmitted. Delivery
of your proxy does not prohibit you from attending the Special
Meeting. To be properly executed, the proxy card must be signed
by and bear the date of signature of the Limited Partner voting
the Units represented thereby. All questions as to the form of
documents and the validity of consents will be determined by the
Managing General Partner, which determinations shall be final and
binding. The Managing General Partner reserves the right to
waive any defects or irregularities in any proxy.

Each Unit entitles the holder thereof to one vote with
respect to the proxies solicited hereby. Only holders of Units
of record on the Record Date may grant a proxy with respect to
those Units. IF UNITS STAND OF RECORD IN THE NAMES OF TWO OR
MORE PERSONS, ALL SUCH PERSONS MUST SIGN THE PROXY CARD. WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE THE FULL TITLE OF SUCH. IF A CORPORATION,
THE PROXY SHOULD BE SIGNED BY THE PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN THE PARTNERSHIP'S NAME
BY AN AUTHORIZED PERSON. IF YOUR UNITS ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, ONLY SUCH
INSTITUTION CAN SIGN A PROXY WITH RESPECT TO YOUR UNITS AND CAN
DO SO ONLY AT YOUR DIRECTION. ACCORDINGLY, IF YOUR UNITS ARE SO
HELD, PLEASE CONTACT YOUR ACCOUNT REPRESENTATIVE AND GIVE
INSTRUCTIONS FOR A PROXY TO BE SIGNED WITH RESPECT TO YOUR UNITS.

A Limited Partner in favor of the Transaction and the
Amendment should mark the "FOR" boxes on the enclosed proxy card,
date and sign the proxy and either mail it promptly in the
enclosed postage-prepaid envelope or fax a copy to (214) 999-9323
or (214) 999-9348. When voting your proxy by facsimile, both
sides of the proxy card must be transmitted. If a proxy card is
executed but no indication is made as to what action is to be
taken, it will be deemed to constitute a vote "FOR" the
Transaction and "FOR" the Amendment. By consenting to the
Transaction and the Amendment, the Limited Partners irrevocably
appoint the Managing General Partner, or his designee, as their
attorney-in-fact to execute and deliver such documents as are
necessary to effect the Transaction and the Amendment.

AS THE CONSENT OF THE LIMITED PARTNERS HOLDING A MAJORITY IN
INTEREST OF THE OUTSTANDING UNITS IS NECESSARY TO CONSUMMATE THE
PROPOSED TRANSACTION AND TO ADOPT THE AMENDMENT, FAILURE TO
RETURN A PROXY IN A TIMELY MANNER OR TO VOTE AT THE SPECIAL
MEETING, ABSTENTION FROM VOTING OR A BROKER NON-VOTE WILL EACH
HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE TRANSACTION AND
"AGAINST" THE AMENDMENT.

Questions and requests for assistance or for additional
copies of the Proxy Statement and proxy card may be directed to
the Partnership's Information Agent, The Herman Group, Inc.,
2121 San Jacinto Street, 26th Floor, Dallas, Texas 75201,
(800) 992-6145. In addition to soliciting proxies by mail,
proxies may be solicited in person and by telephone or telegraph.
You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the proxy
solicitation.

Votes Required

Pursuant to the terms of the Partnership Agreement and the
Act, the vote of the Limited Partners owning a majority of the
Units (in excess of 50%) is necessary to approve the Transaction
and the Amendment. Each Unit entitles the holder to one vote on
each matter submitted to a vote of the Limited Partners. If a
majority in interest of the Limited Partners consent to the
Transaction and the Amendment and certain other conditions are
met, the Transaction will be consummated. The Operating General
Partners believe that if both the Transaction and the Amendment
are not approved by the Limited Partners owning a majority of the
Units, the Transaction will not be completed.

Solicitation Procedures

The Partnership has retained The Herman Group, Inc. to act
as Information Agent and for advisory services in connection with
this proxy solicitation. In connection therewith, The Herman
Group, Inc. will be paid reasonable and customary compensation
and will be reimbursed for its reasonable out-of-pocket expenses,
as described herein. See "Special Factors - Costs Associated
with the Transaction." The Partnership has also agreed to
indemnify The Herman Group, Inc. against certain liabilities and
expenses including, liabilities and expenses under federal
securities laws.

The Partnership will not pay any fees or commissions to any
broker or dealer or other person (other than to The Herman Group,
Inc.) for soliciting proxies pursuant to this solicitation.
Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward the solicitation
material to the customers for whom they hold Units, and the
Partnership will reimburse them for reasonable mailing and
handling expenses incurred by them in forwarding proxy materials
to their customers.

Revocation of Proxies

A proxy executed and delivered by a Limited Partner may
subsequently be revoked by submitting written notice of
revocation to the Partnership. A revocation may be in any
written form validly signed by a Limited Partner as long as it
clearly states that such Limited Partner's proxy previously given
is no longer effective. To prevent confusion, the notice of
revocation must be dated. Notices of revocation should be
delivered to The Herman Group, Inc., 2121 San Jacinto Street,
26th Floor, Dallas, Texas 75201. A Limited Partner may also
revoke its proxy by attending the Special Meeting and voting in
person. If a Limited Partner signs, dates and delivers a proxy
to the Partnership and, thereafter, on one or more occasions
dates, signs and delivers a later-dated proxy, the latest-dated
proxy card is controlling as to the instructions indicated
therein and supersedes such Limited Partner's prior proxy as
embodied in any previously submitted proxy card.

TERMS OF THE TRANSACTION

The Merger Agreement

The Partnership, Brauvin High Yield Fund L.P. and Brauvin
Income Plus L.P. III, Delaware limited partnerships affiliated
with the Partnership, and the Purchaser entered into the Merger
Agreement as of June 14, 1996, pursuant to which the Partnership
has agreed to merge (through a merger of its partnership
interests) with and into the Purchaser, subject to the conditions
set forth therein. The summary of the Merger Agreement which is
set forth below is qualified in its entirety by reference to the
complete form of Merger Agreement, which is available for
inspection and copying by any interested Limited Partner or its
representative who has been so designated by the Limited Partner,
at the Partnership's principal executive offices at 150 South
Wacker Drive, Suite 3200, Chicago, Illinois 60606 during regular
business hours. A copy of the Merger Agreement shall also be
sent to any Limited Partner or duly designated representative
thereof, at such Limited Partner's expense, upon receipt of the
written request of such Limited Partner sent to the Partnership's
principal executive offices at 150 South Wacker Drive, Suite
3200, Chicago, Illinois 60606.

The Merger Agreement provides, and the Purchaser intends,
that as soon as practicable after satisfaction or waiver of the
conditions to the Merger, including approval thereof by the
Limited Partners, the Purchaser shall file a certificate of
merger with the Secretary of State of Delaware and the
Partnership shall be merged with and into the Purchaser. The
Merger shall become effective at such time as is specified in the
certificate of merger. Following the Merger, the Purchaser shall
continue as the surviving entity and the Partnership shall cease
to exist. The Purchaser, as the surviving entity, shall succeed
to and possess all of the rights, privileges and powers of the
Partnership, whose assets shall vest in the Purchaser, and who
shall thereafter be liable for all of the liabilities and
obligations of or any claims or judgments against the
Partnership. The Articles of Organization of the Purchaser shall
thereafter be the Articles of Organization of the surviving
entity. As a result of the Transaction, all of the Units will be
converted into the right to receive approximately $779.22 per
Unit in cash, after taking into account all estimated
adjustments. The redemption price is based on the fair market
value of the Assets as determined by an independent appraiser,
plus Available Cash, as hereinafter defined, of the Partnership
as of the Effective Time, less net earnings of the Partnership
after July 31, 1996, less the Transaction Costs and less
liabilities of the Partnership not otherwise deducted in
computing Available Cash.

For purposes of this computation, "Available Cash" means the
amount of cash and cash equivalents held by or at the direction
of the Partnership after deducting any amounts then owned,
accrued or reserved by the Partnership for goods, services or
liabilities of any nature or description.

The Purchaser and the Partnership will select a person or
entity to act as the redemption agent (the "Redemption Agent").
At the Effective Time, the Purchaser shall deposit with the
Redemption Agent an aggregate amount equal to the aggregate
redemption price in the Merger. The Redemption Agent shall
deliver to the Partnership all the funds held by it for purposes
of the Merger. See "Terms of the Transaction - Determination of
Redemption Price" and "Special Factors - Valuation of the Assets;
Fairness Opinion."

If the Closing Conditions, as hereinafter defined, are met,
the Transaction is expected to be effected on or before
September 30, 1996. Should the Transaction not be consummated by
September 30, 1996, the financing to consummate the Transaction
may not be available. In order to meet certain other interim
deadlines established by the Purchaser, the Transaction must be
approved by the Limited Partners no later than September 30,
1996.

Representations and Warranties of the Parties

Pursuant to the Merger Agreement, the Purchaser has
represented and warranted to the Partnership that: (i) it is a
limited liability company duly formed and in good standing under
the laws of the State of Delaware, with the requisite authority
to carry on the business it will conduct following the Merger;
(ii) it has the requisite power and authority to enter into the
Merger Agreement and perform its obligations thereunder; and
(iii) all government approvals and notices which are required for
it to effect the Merger have been obtained or been properly
filed, except those approvals or filings where the failure to
make such filing or obtain authorization, consent or approval
will not have a material adverse affect on the Purchaser.

Pursuant to the Merger Agreement, the Partnership has
represented and warranted to the Purchaser that: (i) it is a
limited partnership duly formed and validly existing and in good
standing under the laws of the State of Delaware; (ii) it has the
requisite power to carry on its business; (iii) it has 40,347
issued and outstanding Units; (iv) it has the requisite power and
authority to enter into the Merger Agreement, subject to the
approval of the Limited Partners; (v) except as otherwise
disclosed, entering into the Merger Agreement will not violate,
conflict with, or result in a breach of any provision of, or
constitute a default under, or result in the termination of, or
accelerate the performance required by, or result in a right of
termination or acceleration under, or result in the creation of
any lien upon any of the Assets under any of the terms,
conditions or provisions of the Partnership's organizational
documents or Partnership Agreement, any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other
instrument or obligation which the Partnership is a party to, or
violate any statute, rule or regulation applicable to the
Partnership or any of its Assets, except as otherwise disclosed;
(vi) the Partnership has made all required filings with the
Commission; (vii) the Partnership has no liabilities other than
those disclosed on its balance sheet provided pursuant to the
Merger Agreement; (viii) there has been no adverse changes in the
Partnership's financial condition since the preparation of the
financial statements provided pursuant to the Merger Agreement;
(ix) to the knowledge of the Partnership there is no action or
proceeding or investigation pending, threatened against or
involving the Partnership or any of its Assets or rights of the
Partnership and to the Partnership's knowledge, any liabilities
which if adversely determined would individually or in the
aggregate have a material adverse affect on the condition of the
Partnership; and (x) the Partnership will provide to the
Purchaser a true, correct and complete set of all files,
documents and other written materials relating to each parcel of
real property held by the Partnership and all buildings and
improvements thereon including, without limitation, copies of
environmental reports, letters of credit or other credit
enhancement instruments, title insurance policies, hazard
insurance policies, flood insurance policies and other insurance
policies, all balance sheets, operating statements and other
financial statements, all existing engineering reports, soil
studies and reports, plans, specifications, architectural and
engineering drawings, completion agreements, arrangements,
warranties, commitments and other similar reports, studies and
items, leases and contracts, property management and leasing
brokerage agreements and other writings whatsoever.

Additional Agreements

The Partnership agreed to file a proxy statement with the
Commission soliciting approval of the Limited Partners for both
the Transaction and the Amendment and to hold a meeting of the
Limited Partners as soon as practicable thereafter.

The Operating General Partners have agreed that, if required
pursuant to their fiduciary obligation, they will respond to any
unsolicited inquiry, contract or proposal made by a third party
to the Partnership (an "Alternative Proposal"), and nothing in
the Merger Agreement shall prohibit any of the General Partners
from responding to such Alternative Proposal, making any required
disclosures under Federal securities laws or providing
information regarding the Partnership to the party making such
Alternative Proposal, negotiating with such party in good faith,
terminating the Merger Agreement or taking any other action,
provided, however, that the Partnership agrees to give the
Purchaser reasonable notice of any such response, negotiations or
other matters, as well as a reasonable opportunity to respond,
taking into account in good faith that the facts and
circumstances were valid at the time of such response,
negotiation or other matters. In the event the Merger Agreement
is terminated due to the consummation of an Alternative Proposal,
Purchaser shall be entitled to a fee equal to 1.0% of the Merger
consideration.

Conditions to Closing the Transaction

The respective obligations of each party to effect the
Transaction shall be subject to the fulfillment at or prior to
the Effective Time of each of the following conditions which may
be waived, in whole or in part, only by written agreement of the
Partnership and the Purchaser: (i) all approvals, notices,
filings, registrations and authorizations of any governmental
authority required for consummation of the Transaction shall have
been obtained or made; (ii) approval of the Transaction by
Limited Partners holding a majority of Units shall have been
obtained; (iii) no preliminary or permanent injunction or other
order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative
agency or commission, nor any statute, rule, regulation or
executive order promulgated or enacted by a governmental
authority shall be in effect which would prevent the consummation
of the Transaction.

The obligation of the Partnership to effect the Transaction
is also subject to the fulfillment at or prior to the Effective
Time of each of the following conditions which may be waived, in
whole or in part, by the Partnership: (i) the Purchaser shall,
in all material respects, have performed each obligation to be
performed by it under the Merger Agreement on or prior to the
Effective Time; (ii) the representations and warranties of the
Purchaser set forth in the Merger Agreement and described above
shall be true and correct, in all material respects, at and as of
the Effective Time as if made at and as of such time, except to
the extent that any such representation or warranty is made as of
a specified date, in which case such representation or warranty
shall have been true and correct as of such date; (iii) the
Partnership shall have received a certificate of the Purchaser,
dated the Closing Date, signed by the manager of the Purchaser,
to the effect that the conditions specified in sections (i) and
(ii) above have been fulfilled; (iv) a favorable opinion of
Cushman & Wakefield as to the fairness of the redemption price to
the Limited Partners, from a financial point of view, shall have
been delivered to the Partnership; and (v) no later than the
earlier of: (A) July 15, 1996; or (B) the date of the mailing of
this Proxy Statement, the Purchaser shall have delivered to the
Partnership a commitment letter executed by a financial
institution or other financing source providing for debt
financing in an amount at least equal to $58,000,000 and on terms
commercially reasonable from the point of view of the Partnership
as the selling party in the Transaction.

The obligation of the Purchaser to effect the Transaction is
also subject to the fulfillment at or prior to the Effective
Time, or such earlier date as specified therein, of each of the
following conditions which may be waived in whole or in part by
the Purchaser: (i) the Partnership shall, in all material
respects, have performed each obligation to be performed by it
under the Merger Agreement on or prior to the Effective Time;
(ii) the Partnership shall have cash available and not restricted
equal to and replacement reserves estimated to be $1,126,500 and
$515,500, respectively; (iii) the Purchaser shall have received
certificates of the Partnership, dated the Closing Date, to the
effect that the conditions specified in sections (i) and (ii)
have been fulfilled; (iv) the Purchaser shall have received
evidence, in form and substance reasonably satisfactory to its
counsel, that such licenses, permits, consents, approvals,
waivers, authorizations, qualifications and orders of domestic
governmental authorities and parties to contracts and leases with
the Partnership as are necessary in connection with the
consummation of the transactions contemplated in the Merger
Agreement (excluding licenses, permits, consents, approvals,
authorizations, qualifications or orders, the failure to obtain
which after the consummation of the transactions contemplated
hereby, in the aggregate, will not have a material adverse effect
on the condition of the Partnership); (v) no action, suit or
proceeding before any court or governmental authority shall have
been commenced and be pending by any person against the
Partnership or the Purchaser or any of their affiliates,
partners, officers or directors seeking to restrain, prevent,
change or delay in any material respect any of the terms or
provisions of the Transaction or seeking material damages in
connection therewith; (vi) the Purchaser, its manager and its
lenders shall have received the favorable legal opinion of
Holleb & Coff, counsel to the Partnership, and Prickett, Jones,
Elliott, Kristol & Schnee, special Delaware counsel to the
Partnership, with respect to certain corporate and partnership
matters; (vii) receipt by the Purchaser of debt and equity
financing which in its sole judgement is satisfactory; (viii) the
Partnership shall not have undergone a material adverse change in
its condition or its ability to perform its obligations under the
Merger Agreement; (ix) the Purchaser shall have determined that
the legal, accounting and business due diligence investigation of
the Partnership to be conducted by or on behalf of the Purchaser,
including, without limitation, any information obtained from the
Disclosure Schedule to be attached as an exhibit to the Merger
Agreement, has not revealed that proceeding with the Transaction
would be inadvisable or contrary to the Purchaser's best
interests; (x) the Partnership shall not have made a distribution
of earnings with respect to any Units from June 14, 1996 through
the Effective Time; (xi) the Purchaser shall have received from
the Partnership an environmental assessment of each Asset, and
the Purchaser shall have completed its review of such
Environmental Reports and the Purchaser shall be satisfied in its
reasonable discretion that: (A) the Purchaser will not be
exposed to unacceptable risk, liability or obligation as a
consequence of the Merger Agreement and the Transaction
contemplated thereby; and (B) the Purchaser will not be subject
to any material adverse, unusual or onerous agreements,
conditions, liabilities or obligations to which the Partnership
is a party; (xii) the Purchaser shall have completed its review
of the assets and business of the Partnership and found them to
be satisfactory to it in its reasonable discretion; (xiii) the
Partnership, at its own expense, shall have ordered and delivered
to the Purchaser an owner's title insurance policy (ALTA Owner's
Policy Form B-1970 (rev. 10/17/70 and 10/17/84)) if available
with respect to each Asset (or an endorsement of existing
policies in favor of the Purchaser), insuring the Purchaser and
issued as of the Closing Date by a title insurance company
reasonably satisfactory to the Purchaser, in such amount(s) as
may be reasonably satisfactory to Purchaser, showing fee simple
title thereto to be vested in the Purchaser, subject in each case
only to permitted liens, with extended coverage over all general
exceptions, if available, a zoning endorsement in the form of
ALTA endorsement Form 3.1 and such other endorsements as the
Purchaser shall reasonably request, if available; (xiv) the
Partnership, at its own expense, shall have ordered and delivered
to the Purchaser surveys of each Asset for which title insurance
is being obtained, dated not earlier than March 31, 1996,
prepared by a licensed surveyor, and certified to the Purchaser
and the title insurance company, as having been prepared in
accordance with American Land Title Association land survey
standards, and showing all material improvements to be within
lot, side lot, rear lot and setback lines; such surveys shall
reveal no material encroachments on each Asset and be sufficient
to enable to title company issuing the title policies described
in section (xiii) above to issue same with full extended
coverage, if available; and (xv) the Partnership shall have
delivered to the Purchaser such further information, documents
and instruments as the Purchaser shall reasonably require.

Determination of Redemption Price

The fair market value of the Assets as determined by Cushman
& Wakefield, an independent appraiser, is $30,183,300. As of
June 30, 1996, cash and cash equivalents held by the Partnership
were approximately $1,313,000. The Operating General Partners
have estimated that Transaction Costs (as detailed in the section
entitled "Special Factors - Costs Associated with the
Transaction") and estimated other liabilities of the Partnership
net of remaining earnings of the Partnership will be $57,200.
Therefore, the Operating General Partners estimate the redemption
price per Unit to be as follows:

Appraised value of the Assets $30,183,300

Cash and cash equivalents as of
June 30, 1996 $ 1,313,000

Transaction Costs and other
estimated liabilities net of
remaining earnings ($ 57,200)

Estimated cash available for
distribution $31,439,100

Number of Units 40,347

Estimated redemption price per Unit $ 779.22

The redemption price per Unit will be adjusted for changes
occurring prior to the Effective Time in the items set forth
above. The General Partners will not receive any payment in
exchange for the redemption of their general partnership
interests nor will they receive any fees from the Partnership in
connection with the Transaction. However, the Transaction is
subject to certain conflicts of interest, including the fact that
the Braults have a minority ownership interest in the Purchaser.
See "Conflicts of Interest."

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Transaction
contemplated hereby may be abandoned, by written notice promptly
given to the other parties thereto, at any time prior to the
Effective Time, whether prior to or after Limited Partner
approval of the Transaction: (i) by mutual written consent of
the Purchaser and the Partnership; (ii) by either the Purchaser
or the Partnership, if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission
shall have issued an order, decree or ruling or taken any other
action, in each case permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by the Merger
Agreement and such order, decree, ruling or other action shall
have become final and nonappealable; (iii) by either the
Purchaser or the Partnership, if the Effective Time shall not
have occurred on or before the Termination Date, unless the
absence of such occurrence shall be due to the failure of the
party seeking to terminate the Merger Agreement to perform, in
all material respects, each of its obligations under the Merger
Agreement required to be performed by it prior to the Effective
Time; (iv) by either the Purchaser or the Partnership, if Limited
Partner approval of the Transaction shall not be obtained; (v) by
the Purchaser, if the Partnership shall have withdrawn, modified
or amended in any respect its approval of the Transaction;
(vi) by the Purchaser, if the Partnership fails to perform, in
all material respects, its obligations under the Merger
Agreement; (vii) by the Purchaser, if there shall have occurred a
material adverse change in the condition of the Partnership since
the date of the Merger Agreement; (viii) by the Partnership, if
the Purchaser fails to perform, in all material respects, its
obligations under the Merger Agreement; (ix) by the Purchaser, if
the Partnership shall have settled or compromised any lawsuit or
other designated action without the prior written consent of the
Purchaser, unless such settlement or compromise: (A) requires
the payment of money by the Partnership in an amount which, when
aggregated with the amount of money paid or payable in connection
with all other designated actions, does not exceed $15,000; and
(B) does not include any other material term or condition to
which the Purchaser shall reasonably object; (x) by the
Purchaser, if, prior to the Effective Time, the representations
and warranties of the Partnership set forth in the Merger
Agreement shall not be true and correct, in all material
respects, at any time as if made as of such time, except to the
extent that any such representation or warranty is made as of a
specific date, in which case such representation or warranty
shall have been true and correct as of such date; (xi) by the
Partnership, if there shall have been a failure of the Purchaser
to obtain the necessary commitment for financing as described
herein; or (xii) by the Purchaser, if Brauvin Corporate Lease
Program IV L.P. is unable to sell substantially all of its assets
to the Purchaser on terms reasonably acceptable to the Purchaser.
In the event the Merger Agreement is terminated due to the
consummation of an Alternative Proposal, Purchaser shall be
entitled to a fee equal to 1.0% of the merger consideration.

Amendment of the Merger Agreement

The Merger Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties
thereto; provided, however, that after the Limited Partners'
approval of the Transaction has been obtained, no amendment may
be made which changes the amount of cash to be paid for the
Units, or effects any change which would adversely affect the
Limited Partners without further Limited Partner approval.

Amendment of Partnership Agreement

Consummation of the Transaction is subject to approval by
the Limited Partners owning a majority of the Units. In
addition, the Act provides that a merger must also be approved by
the general partners of a partnership, unless the limited
partnership agreement provides otherwise. Because the
Partnership Agreement is silent on this matter and because not
all of the General Partners are recommending the Transaction, the
Limited Partners are being asked to adopt the Amendment, which
allows the vote of the Limited Partners owning a majority of the
Units to determine the outcome of the Transaction without a vote
of the General Partners. Upon approval of the Amendment, the
vote of the Limited Partners owning a majority of the Units will
be the only vote necessary to approve the Transaction. Failure
to approve the Amendment would likely preclude the consummation
of the Merger even if the Merger were approved by the Limited
Partners holding a majority of the Units.

Related Transactions

In addition to the Transaction, the Purchaser has proposed a
series of mergers and an asset purchase (the "Affiliated
Transactions") with Brauvin High Yield Fund L.P., Brauvin Income
Plus L.P. III and Brauvin Corporate Lease Program IV L.P., which
partnerships are affiliates of the Partnership (the "Affiliated
Limited Partnerships"). Each of the Affiliated Limited
Partnerships has investment objectives substantially identical to
the Partnership and owns property similar to the types of
properties owned by the Partnership. The Partnership is a joint
venture partner with certain of the Affiliated Limited
Partnerships, which joint ventures own one or more properties.
See "Certain Information About the Partnership, Its General
Partners and Their Affiliates - Description of the Assets." The
approval of the limited partners of each of the Affiliated
Limited Partnerships to the Affiliated Transactions is being
solicited concurrently with the Partnership's solicitation
pursuant to this Proxy Statement. It is a condition to the
effectiveness of the Transaction that the limited partners of
each of the Affiliated Limited Partnerships approve the
Affiliated Transactions. This condition may be waived by the
Purchaser in its sole discretion.

INCOME TAX CONSEQUENCES OF THE TRANSACTION

Federal Income Tax Consequences

The following summary, based upon current law, is a general
discussion of federal income tax consequences of the conversion
of a Unit into the right to receive cash pursuant to the Merger.
This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury regulations thereunder
and administrative rulings and judicial authority as of the date
of this Proxy Statement. 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
Limited Partner in light of such Limited Partner's specific
circumstances or to certain types of Limited Partners subject to
special treatment under the federal income tax laws (for example,
foreign persons, dealers in securities, banks, insurance
companies and tax-exempt organizations), and it does not discuss
any aspect of state, local, foreign or other tax laws. No ruling
has been (or will be) sought from the Internal Revenue Service,
and no opinion of legal counsel will be rendered, as to the
anticipated federal income tax consequences of the Merger. This
summary is based on the assumption that the Partnership is a
partnership for federal income tax purposes and that, although
the Partnership is a "publicly traded partnership" within the
meaning of Section 7704 of the Code (i.e., subject to taxation as
a corporation), it is not currently subject to the operative
provisions of Section 7704 of the Code under an effective date
grandfathering provision.

The receipt of the right to receive cash pursuant to the
Merger will be a taxable transaction for federal income tax
purpose and may also be a taxable transaction under applicable
state, local, foreign and other tax laws. For federal income tax
purposes, Limited Partners generally will recognize gain or loss
equal to the difference between: (i) the "amount realized" in
respect of a Unit in the Partnership that is converted into a
right to receive cash pursuant to the Merger; and (ii) the
Limited Partner's adjusted tax basis in the Unit. The "amount
realized" with respect to a Unit will be equal to the sum of the
amount of cash to be received by the Limited Partner of the Unit
pursuant to the Merger plus the Limited Partner's allocable share
of liabilities of the Partnership attributable to the Unit as
determined under Section 752 of the Code and the Treasury
regulations promulgated thereunder. A Limited Partner's adjusted
tax basis in a Unit (whether acquired by purchase or capital
contribution), in general, will be the original cost of the Unit
adjusted to reflect the allocable share of the Partnership's
income and losses, minus distributions to the Limited Partner
with respect to the Unit, plus the Limited Partner's allocable
share of liabilities of the Partnership attributable to the Unit
as determined under Section 752 of the Code. In addition, the
adjusted tax basis in a Unit owned by a Limited Partner that
participated in the Partnership's distribution reinvestment plan
would in general be increased by any amounts recontributed by
such Limited Partner to the Partnership pursuant to the
distribution reinvestment plan. Any Limited Partner that
participated in the distribution reinvestment plan should contact
his or her own tax advisor to determine the adjusted tax basis in
his or her Units.

In general, the amount realized by a Limited Partner on a
disposition of a Unit pursuant to the Merger less such Limited
Partner's adjusted tax basis in the Unit will be treated as a
capital gain or loss if the Unit was held by the Limited Partner
as a capital asset. Any capital gain or loss will be treated as
long-term capital gain or loss if the Limited Partner's holding
period for the Unit exceeds one year. Under present law, long-
term capital gains will generally be taxed at a maximum federal
marginal tax rate of 28% (in the case of individuals) or 35% (in
the case of corporations), whereas the maximum federal marginal
tax rate for ordinary income is 39.5% (in the case of
individuals) or 35% (in the case of corporations). Certain
limitations apply to the deductibility of capital losses under
the Code. In the case of a corporation, capital losses are
deductible only to the extent of capital gains. An individual may
deduct up to $3,000 of capital losses in excess of the amount of
his or her capital gains against ordinary income. Excess capital
losses generally can be carried forward to succeeding years (a
corporation's carry forward period is five years and an
individual can carry forward such losses indefinitely); in
addition, corporations are allowed to carry back excess capital
losses to the third preceding taxable year.

However, under Section 751 of the Code, the difference
between the portion of the amount realized by a Limited Partner
that is attributable to "unrealized receivables" (which includes
recapture of depreciation) and "substantially appreciated
inventory" over the portion of the Limited Partner's adjusted tax
basis in the Unit that is allocable to such items will be taxed
as ordinary income or loss rather than capital gain or loss. A
Limited Partner's adjusted tax basis in a Unit allocable to
"unrealized receivables" and "substantially appreciated
inventory" will be determined by reference to the Partnership's
tax basis in these items, which amount could be less than the
Limited Partner's adjusted tax basis in the Unit otherwise
allocable to these items. Because a Limited Partner's adjusted
tax basis in his or her Unit will be allocated to "unrealized
receivables" and "substantially appreciated inventory" based on
the Partnership's tax basis in these items. A Limited Partner
may realize an overall loss on the disposition of his or her
Unit, but have to realize ordinary income on the Section 751
portion of the disposition, which will correspondingly increase
the capital loss on the remaining portion of the disposition.

Under Section 469 of the Code, a taxpayer that is an
individual, estate, trust, closely held corporation or personal
service corporation generally can deduct passive activity losses
from a passive activity against passive activity income received
from other passive activities, but cannot deduct such losses from
other types of income. In the case of a publicly traded
partnership (including a publicly traded partnership that is not
subject to the publicly traded partnership provisions of the
Code), the passive activity loss limitation is applied separately
to each publicly traded partnership. Accordingly, income or gain
realized by a Limited Partner from the Partnership cannot be
offset by passive losses generated by other passive activities of
the Limited Partner. However, upon a complete disposition by a
Limited Partner of its Units pursuant to the Merger, a Limited
Partner's allocable share of the net losses (if any) of the
Partnership that were suspended under the passive loss rules of
Section 469 of the Code generally would be currently deductible.
In the absence of a complete disposition of Units by a Limited
Partner, the deductibility of such suspended passive losses (if
any) may be limited.

A Limited Partner (other than certain exempt Limited
Partners including, among others, all corporations and certain
foreign individuals) who delivers a Unit pursuant to the Merger
may be subject to a 31% backup withholding unless the Limited
Partner provides a taxpayer identification number ("TIN") and
certifies that the TIN is correct or properly certifies that he
is awaiting a TIN. A Limited Partner who does not furnish a TIN
may be subject to a penalty imposed by the Internal Revenue
Service. A Limited Partner may avoid backup withholding by
properly completing and signing a Form W-9. If backup
withholding applies to a Limited Partner, the Partnership is
required to withhold 31% from payments to such Limited Partner.
Backup withholding is not an additional tax. Rather, the amount
of the backup withholding can be credited against the federal
income tax liability of the person subject to the backup
withholding. If backup withholding results in an overpayment of
tax, a refund can be obtained by the Limited Partner upon filing
an income tax return.

Pursuant to Section 897 of the Code, gain or loss realized
by a foreign person on the disposition of an interest in a
partnership is subjected to federal income tax to the extent the
amount realized on such sale is attributable to United States
real property interests. 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 Partnership,
however, will not be required to withhold 10% of the amount
realized by any Limited Partner if the Limited Partner furnishes
an affidavit stating, under penalty of perjury, the Limited
Partner's TIN, that such Limited Partner is not a foreign person
and the Limited Partner's address.

Differing Tax Treatment of the Limited Partners

At the time of subscription, those Limited Partners not in
need of passive income elected to be classified as "Taxable
Limited Partners." Investors that were tax-exempt or seeking
passive income to offset passive losses from other investments
elected to be classified as "Tax-Exempt Limited Partners." The
Partnership Agreement contains a special allocation provision
which allocates all of the depreciation allocable to the Limited
Partners to the Taxable Limited Partners. In all other respects,
the Taxable Limited Partners and the Tax-Exempt Limited Partners
have been and will be treated alike. Due to the special
allocation of depreciation, which resulted in the Taxable Limited
Partners receiving certain benefits, such as increased amounts of
depreciation deductions and "tax-sheltered cash flow" (i.e., cash
distributions in excess of taxable income), in the early years of
the Partnership's existence, the Taxable Limited Partners were
subject to certain risks, including: (i) allocation of a greater
amount of gain upon the sale of properties which, if such
depreciation deductions are used and not carried forward under
the "passive loss rules," will result in greater tax liability
without receiving greater cash distributions; and (ii) receipt of
smaller cash distributions on the liquidation of the Partnership
and/or the sale of the Assets if there is a loss on the sale of
the Assets, which differ from those to which the Tax-Exempt
Limited Partners will be subject. Limited Partners are urged to
consult with their tax advisors regarding this issue.

As a result of the allocation of these losses to Taxable
Limited Partners, their tax basis in their Units was reduced.
Therefore, these Limited Partners will likely recognize more
taxable income on the Transaction. However, a portion of such
additional income may be offset by prior losses which were
limited under the passive loss rules. The Tax-Exempt Limited
Partners may or may not be subject to tax on the Transaction.
Limited Partners are urged to consult with their tax advisors
regarding this issue.

THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE
BASED UPON PRESENT LAW, ARE FOR GENERAL INFORMATION ONLY AND DO
NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL
TAX EFFECTS WHICH MAY APPLY TO A LIMITED PARTNER. THE TAX
CONSEQUENCES TO A PARTICULAR LIMITED PARTNER MAY BE DIFFERENT
FROM THE TAX CONSEQUENCES TO OTHER LIMITED PARTNERS, INCLUDING
THE APPLICATION AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS,
AND THUS, LIMITED PARTNERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS AS TO THE INCOME TAX CONSEQUENCES OF THE MERGER.

CONFLICTS OF INTEREST

Interests in the Purchaser

The Operating General Partners are affiliated with the
Purchaser and, therefore, they have an indirect economic interest
in consummating the Transaction that may be considered to be in
conflict with the economic interests of the Limited Partners.
This affiliated status results from Jerome J. Brault being an
equity participant in the Purchaser. The final amount of Mr.
Brault's equity participation in the Purchaser has not been
finally determined, but will be dependent on meeting certain
performance standards and, together with the equity participation
of James L. Brault, will range from 0% to 20% (the "Management
Interest"). A small percentage of the Management Interest may be
set aside for officers and employees of the Purchaser (certain of
whom may have been officers or employees of the Corporate General
Partner), which ownership interest would be granted as part of an
employee incentive/benefit program. Neither Mr. Froelich nor Mr.
Strosberg have any affiliation with the Purchaser. For
additional information regarding the ownership of the Purchaser,
see the section entitled "Certain Information Concerning the
Purchaser." Notwithstanding Jerome J. Brault's ownership
interest in the Purchaser, the General Partners remain
accountable to the Partnership as fiduciaries and consequently
must exercise good faith and fair dealing toward the Limited
Partners.

Purchaser Fees

Each of Brauvin Management Company and Brauvin Financial,
Inc., which are owned, in part, by Cezar M. Froelich and an
affiliate of Jerome J. Brault, will receive $55,140 from the
Purchaser (not the Partnership) for advisory services rendered in
connection with the Transaction. Such entities will also receive
fees from the Purchaser in connection with the Affiliated
Transactions.

Indemnification under the Partnership Agreement

Pursuant to the terms of the Partnership Agreement, the
Partnership has agreed to indemnify the General Partners and any
of their affiliates, to the maximum extent allowed by law, and to
hold them harmless, and the Limited Partners have agreed to make
no claim against the General Partners and any affiliates of the
General Partners, for any loss suffered by the Partnership which
arises out of any action or inaction of the General Partners or
their affiliates if the General Partners, in good faith,
determine that such course of conduct was in the best interests
of the Partnership and such course of conduct did not constitute
negligence or misconduct of the General Partners. Furthermore,
the General Partners and their affiliates are to be indemnified
by the Partnership, to the maximum extent allowed by law and by
the Partnership Agreement, against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any
claims sustained by them in connection with the Partnership,
provided that the same were not the result of negligence or
misconduct on the part of the General Partners and their
affiliates, that the General Partners and their affiliates made a
good faith determination that their actions were in the best
interest of the Partnership and that the General Partners and
their affiliates were acting within the scope of the General
Partners' authority.

If a claim is made against the General Partners or their
affiliates in connection with their actions on behalf of the
Partnership with respect to the Transaction prior to the
consummation thereof, the General Partners expect that they and
such affiliates will seek to be indemnified by the Partnership
with respect to such claim. Any expenses (including legal fees)
incurred by the General Partners and such affiliates in defending
such claim shall be advanced by the Partnership prior to the
final disposition of such claim, subject to receipt by the
Partnership of an undertaking by the General Partners and such
affiliates to repay any amounts advanced if it is determined that
the indemnified person's actions constituted fraud, negligence,
breach of fiduciary duty or misconduct. As a result of these
indemnification rights, a Limited Partner's remedy with respect
to claims against the General Partners and their affiliates
relating to the General Partners' or such affiliates' involvement
in the Transaction could be more limited than the remedies which
would have been available absent the existence of these rights in
the Partnership Agreement. A successful claim for
indemnification, including the expenses of defending a claim
made, would reduce the Partnership's assets by the amount paid.

Notwithstanding the foregoing, the General Partners and
their affiliates shall not be indemnified by the Partnership for
liabilities arising under federal and state securities laws
unless: (i) there has been a successful adjudication on the
merits of each count involving alleged securities law violations
as to the particular indemnitee and the court approves
indemnification of litigation costs; (ii) such claims have been
dismissed with prejudice on the merits by a court of competent
jurisdiction as to the particular indemnitee and the court
approves indemnification of litigation costs; or (iii) a court of
competent jurisdiction approves the settlement of the claims as
to the particular indemnitee and finds that indemnification of
settlement and related costs should be made.

Indemnification by the Purchaser

Pursuant to the Merger Agreement, the Purchaser, as the
surviving entity shall provide the General Partners, for their
sole benefit, the indemnification set forth in the Partnership
Agreement as in effect on the date of the Merger Agreement.
Pursuant to the Merger Agreement, the Partnership and, following
the Transaction, the Purchaser, as the surviving entity and its
affiliates, jointly and severally release and discharge, subject
to termination as discussed below, Jerome J. Brault, Cezar M.
Froelich and David M. Strosberg and their respective heirs,
executors, administrators and personal representatives
(collectively, the "Released Parties"), jointly and severally,
from and against any and all claims arising out of or relating in
any way to any acts, omissions, transactions or occurrences which
took place, in whole or in part, prior to and including the date
of the Merger Agreement, whether known or unknown, suspected or
unsuspected, matured or unmatured, fixed or contingent,
including, without limitation, any which relate to or arise in
any way out of the Transaction, but not including the Released
Parties' respective obligations under the Merger Agreement or
acts, omissions, transactions or occurrences which involve fraud
or criminal conduct with respect to the financial affairs of the
Partnership. In addition, the Merger Agreement provides that, if
such Released Parties have fully performed their respective
obligations under the Merger Agreement to be performed on or
prior to the Effective Time, the release shall be extended to
cover the period prior to and including the Effective Time.

CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
ITS GENERAL PARTNERS AND THEIR AFFILIATES

The Partnership

The Partnership was organized on May 3, 1988 as a limited
partnership under the Act. The Partnership is governed by the
Partnership Agreement, which vests exclusive management control
over the Partnership in the General Partners, subject to the
rights of the Limited Partners to vote on certain limited
matters. The address of the Partnership's principal executive
office is 150 South Wacker Drive, Suite 3200, Chicago, Illinois
60606, and the telephone number is (312) 443-0922.

The Partnership was formed to acquire debt-free ownership of
existing, free-standing, income-producing retail, office or
industrial real properties predominantly all of which will
involve triple-net leases. The Partnership raised a total of
$38,923,000 through its offering to the public which commenced on
June 17, 1988 and terminated on September 30, 1989, as well as an
additional $3,914,384 through its distribution reinvestment plan
through December 31, 1995. The reinvestment of distributions
through the distribution reinvestment plan was suspended for the
May 15, 1996 distribution as the valuation of the Units was not
completed at such time. As of December 31, 1995, Units valued at
$2,773,086 had been purchased by the Partnership from Limited
Partners liquidating their original investment and such Units
have been retired. The Partnership has utilized the proceeds of
its offering and the funds received through the sale of Units
through the distribution reinvestment plan to acquire the land
and buildings underlying 29 properties as well as a 51% interest
in a Scandinavian Health Spa and a 99% interest in a joint
venture which owns the land and buildings underlying six
Ponderosa restaurants. The Partnership sold one of its
properties in 1994. See the subsection entitled "Description of
the Assets." All of the Assets are under lease.

The original objectives of the Partnership were the:
(i) distribution of current cash flow from the Partnership's cash
flow attributable to rental income; (ii) capital appreciation;
(iii) preservation and protection of capital; (iv) the potential
for increased income and protection against inflation through
escalations in the base rent or participation and growth in the
sales of the lessees of the Partnership's properties; (v) the
partial shelter of cash distributions for Taxable Limited
Partners, as defined in the Prospectus; and (vi) the production
of "passive" income to offset "passive" losses from other
investments.

The Partnership acquired all of its properties prior to
1995. The Partnership did not acquire any properties in 1995 or
1996. The Partnership does not currently have sufficient funds
available for additional property acquisitions. The Partnership
has made quarterly distributions of operating cash flow as
described in the subsection entitled "Distributions." As
distributions of operating cash flow to the Limited Partners have
been suspended during the pendency of the proposed Transaction,
the Partnership will not be selling any additional Units to the
Limited Partners pursuant to the terms of the Partnership's
distribution reinvestment plan and, therefore, no funds will be
raised for additional acquisitions.

The General Partners

The Corporate General Partner is Brauvin Realty Advisors II,
Inc., an Illinois corporation, with its principal business
address at 150 South Wacker Drive, Suite 3200, Chicago, Illinois
60606. The principal business of the Corporate General Partner
is to act as a general partner of the Partnership. The director
and executive officers of the Corporate General Partner are
Jerome J. Brault, Chairman of the Board, President and Chief
Executive Officer, James L. Brault, Executive Vice President and
Secretary, and B. Allen Aynessazian, Treasurer and Chief
Financial Officer. The business address of the director and each
of the executive officers of the Corporate General Partner is 150
South Wacker Drive, Suite 3200, Chicago, Illinois 60606. Each
of the individual General Partners and the directors and
executive officers of the Corporate General Partner is a citizen
of the United States.

Jerome J. Brault is the Managing General Partner and a
beneficial owner of the Corporate General Partner. Mr. Brault is
also a general partner of a series of public limited partnerships
affiliated with the Partnership, including the Affiliated Limited
Partnerships, and a director and executive officer of various
corporations affiliated with the Partnership and said public
limited partnerships. In addition, Mr. Brault is an executive
officer and a director of Brauvin Net Lease V, Inc., a publicly-
held real estate investment trust. Prior to his affiliation with
the Brauvin organization in 1979, Mr. Brault was the Chief
Operating Officer of Burton J. Vincent, Chesley & Company, a New
York Stock Exchange member firm. Jerome J. Brault has a minority
ownership interest in the Purchaser.

James L. Brault is an executive officer of various
corporations affiliated with the Partnership and a series of
other public limited partnerships affiliated with the
Partnership, including the Affiliated Limited Partnerships. In
addition, Mr. Brault is an executive officer and a director of
Brauvin Net Lease V, Inc., a publicly-held real estate investment
trust. Prior to joining the Brauvin organization in May 1989,
Mr. Brault was Vice President of the Commercial Loan Division of
The First National Bank of Chicago in Washington D.C., where he
had worked since 1983. While with The First National Bank of
Chicago, Mr. Brault was responsible for the origination and
management of commercial real estate loans, as well as the direct
management of a loan portfolio in excess of $150,000,000.
Mr. Brault is the son of Jerome J. Brault. James L. Brault has a
minority ownership interest in the Purchaser.

B. Allen Aynessazian is the Treasurer and Chief Financial
Officer of the Corporate General Partner and of various
corporations affiliated with the Partnership, and a series of
other public limited partnerships affiliated with the
Partnership, including the Affiliated Partnerships. Mr.
Aynessazian joined the Brauvin organization in August 1996.
Prior to that time, he was the Chief Financial Officer of
Giordano's Enterprises, a privately held, 40-restaurant, family-
style pizza chain in the Chicago metropolitan area where he
worked since 1989. While at Giordano's, Mr. Aynessazian was
responsible for all accounting functions, lease negotiations and
financings of new restaurants, equipment and general corporate
debt. From 1987 to 1989, Mr. Aynessazian worked in the
accounting compliance and tax department of KPMG Peat Marwick.
Mr. Aynessazian is a certified public accountant.

Cezar M. Froelich is a principal with the Chicago law firm
of Shefsky Froelich & Devine Ltd., 444 North Michigan Avenue,
Chicago, Illinois 60611, which in the past has acted as counsel
to the General Partners, the Partnership and certain of their
affiliates. Mr. Froelich is also a beneficial owner of the
Corporate General Partner. Mr. Froelich is an individual general
partner in seven other affiliated public limited partnerships,
including the Affiliated Limited Partnerships and is a
shareholder in Brauvin Management Company and Brauvin Financial
Inc. Mr. Froelich resigned as an individual General Partner of
the Partnership on May 23, 1996, which resignation will become
effective 90 days from June 20, 1996, the date notice of such
resignation was first given to the Limited Partners.

David M. Strosberg is the President of the Morningside
Group, 223 West Erie, 5th Floor, Chicago, Illinois 60610, and is
an independent real estate investor and developer. Mr. Strosberg
is also a shareholder of the Corporate General Partner and
certain of its affiliates. Mr. Strosberg's organization
specializes in the development of for-sale, multi-family
properties. Mr. Strosberg is also an individual General Partner
of Brauvin High Yield Fund L.P. Mr. Strosberg has indicated his
intent to resign as an individual General Partner subsequent to
the approval of the Transaction by the Limited Partners.

Description of the Assets

The Partnership currently owns 28 income-producing
properties as well as a 51% interest in a joint venture which
owns a Scandinavian Health Spa and a 99% interest in a joint
venture which owns the land and buildings underlying six
Ponderosa restaurants, predominantly all of which are subject to
triple-net leases. The Partnership is a landlord only and does
not participate in the operations of any of the properties
discussed herein. All properties are occupied and all lease
payments to the Partnership are current with the exception of the
former Hardee's restaurant located in Albion, Michigan and the
three Chi-Chi's restaurants (as discussed in the following
summary). All properties were paid for in cash, without any
financing. The General Partners believe that the Partnership's
properties are adequately insured. A description of each of the
properties owned by the Partnership follows.

The Taco Bell restaurant located in Schofield, Wisconsin was
sold in February 1994. In October 1994, the Partnership
exchanged the Ponderosa restaurant in Apopka, Florida for a
Ponderosa restaurant in Joliet, Illinois.

No property had a cost basis in excess of 10% of the gross
proceeds of the Offering or had rental income in excess of 10% of
the total rental income of the Partnership.

Ponderosas:

Rockford, Illinois

This property is located at 3725 East State Street. The
building, built in 1969, consists of 5,930 square feet situated
on a 31,476 square foot parcel. The building was constructed
utilizing wood siding over concrete block.

Bloomington, Illinois

This property is located at 1329 East Empire Street. The
building, built in 1970, consists of 4,608 square feet situated
on a 60,725 square foot parcel. The building was constructed
utilizing wood siding over concrete block.

Orchard Park, New York

This property is located at 3019 Union Road. The building,
built in 1980, consists of 5,600 square feet situated on a 75,000
square foot parcel. The building was constructed utilizing wood
siding over concrete block.

In July 1995, Metromedia, the parent of Ponderosa, closed
the Orchard Park, New York restaurant. In exchange for the
closed Ponderosa, the Partnership agreed to accept a Tony Roma's
restaurant in Mesquite, Texas. The Tony Roma's restaurant will
result in additional rent of approximately $2,000 per year plus
percentage rents and future rent escalations upon exercise of
lease renewals.

Oneonta, New York

This property is located at 333 Chestnut. The building,
built in 1979, consists of 5,250 square feet situated on a 61,600
square foot parcel. The building was constructed utilizing wood
siding over concrete block and facebrick.

Middletown, New York

This property is located at 163 Doison Avenue. The
building, built in 1980, consists of 6,120 square feet situated
on a 71,708 square foot parcel. The building was constructed
utilizing stained wood veneer and flagstone.

Joliet, Illinois

This property is located at 2200 West Jefferson Street. The
building, built in 1970, consists of 4,500 square feet situated
on a 57,000 square parcel. The building was constructed utilizing
brick and wood siding. This Ponderosa was received in exchange
for Ponderosa Unit 1055, an original purchase of the Partnership,
in December 1994.

In June 1995, Metromedia, the parent of Ponderosa, closed
the Joliet, Illinois Ponderosa with the intent of converting the
site into a Bennigan's restaurant. Subsequently, Metromedia
changed its mind and is currently looking for a suitable
sublessee. Under the terms of its lease, Metromedia continues to
pay rent to the Partnership.

Franklin, Ohio

This property is located at 3320 Village Drive. The
building, in 1987, consists of 4,550 square feet situated on a
9,242 foot parcel. The building was constructed utilizing wood
over concrete block.

Herkimer, New York

This property is located at the corner of State and King
Streets. The building, built in 1979 and remodeled in 1988,
consists of 5,817 square feet situated on a 44,932 square foot
parcel. The building was constructed using wood siding over
concrete block and facebrick.

Sweden, New York

This property is located at 6460 Brockport-Spencerport Road.
The building, built in 1981 and remodeled in 1987, consists of
5,400 square feet situated on a 47,500 square foot parcel. The
building was constructed using wood paneling over concrete block.

Appleton, Wisconsin

This property is located at 130 South Bluemond Road. The
building, built in 1969 and renovated in 1986, is a one-story,
5,400 square foot building constructed with stucco and painted
concrete block with wood trim over wood frame on an approximately
54,450 square foot site.

Dublin, Ohio

This property is located at 1671 East Dublin-Granville Road.
The building, built in 1973 and renovated in 1987, is a
one-story, 5,360 square foot building constructed with wood
siding over wood frame on an approximately 47,000 square foot
site.

Penfield, New York

This property is located at 1610 Penfield Road. The
building, built in 1981 and renovated in 1987, is a one-story,
5,400 square foot building constructed with vinyl siding over
wood frame on an approximately 54,900 square foot site.

Pendleton Pike, Indiana

This property is located at 8502 Pendleton Pike. The
building, built in 1984 and renovated in 1987, is a one-story,
5,400 square foot building constructed with a prefab stucco
facade with an atrium front and wood panels on the sides of the
building on an approximately 95,000 square foot site.

Eureka, Missouri

This property is located at 80 Hilltop Village Center. The
building, built in 1981 and renovated in 1986, is a one-story,
5,360 square foot building constructed with wood over wood
approximately 71,400 square foot site.

Joint Venture Ponderosas: The Partnership has a 99% interest in
a Joint Venture with an affiliated public real estate partnership
that acquired the following six Ponderosas:

Louisville, Kentucky

This property is located at 4801 Dixie Highway. The
building consists of 5,100 square feet situated on a 62,496
square foot parcel and was constructed in 1969 utilizing wood
siding over concrete block with flagstone.

Cuyahoga Falls, Ohio

This property is located at 1641 State Road. The building
consists of 5,587 square feet situated on a 40,228 square foot
parcel and was constructed in 1973 utilizing wood siding over
concrete block.

Tipp City, Ohio

This property is located at 135 South Garber. The building
consists of 6,080 square feet situated on a 53,100 square foot
parcel and was constructed in 1980 utilizing wood siding over
concrete block.

Mansfield, Ohio

This property is located at 1075 Ashland Road. The building
consists of 5,600 square feet situated on a 104,500 square foot
parcel and was constructed in 1980 utilizing wood siding over
concrete block and flagstone.

Tampa, Florida

This property is located at 4420 West Gandy Boulevard. The
building consists of 5,777 square feet situated on a 50,094
square foot parcel and was constructed in 1986 utilizing wood
siding over concrete block.

Mooresville, Indiana

This property is located at 499 South Indiana Street. The
building consists of 6,770 square feet situated on a 63,525
square foot parcel and was constructed in 1981 utilizing wood
siding over concrete block.

Taco Bells:

Schofield, Wisconsin

This property is located at 704 Grand Avenue approximately
2.5 miles south of Wausau, Wisconsin. The building, built in
1978, consists of 1,440 square feet situated on a 11,603 square
foot parcel. The building was constructed utilizing painted
brick on a concrete foundation. This property was sold in
February 1994.

Lansing, Michigan

This property is located at 4238 West Saginaw on the
outskirts of Lansing, Michigan. The building, built in 1979,
consists of 1,566 square feet situated on a 21,186 square foot
parcel. The building was constructed utilizing painted brick on a
concrete foundation.

Scandinavian Health Spa

On July 21, 1989, the Partnership and Brauvin High Yield
Fund L.P. ("BHYF") formed a joint venture, Brauvin Funds Joint
Venture ("Funds JV"), that acquired the land and building
underlying a Scandinavian Health Spa (the "Health Spa") in
Glendale, Arizona from an unaffiliated developer for $5,250,000,
plus closing costs. The Partnership contributed $2,961,143 (51%)
and BHYF contributed $2,585,608 (51%) to Funds JV. The Joint
Venture owns the Health Spa on a fee simple basis. The Health
Spa is not subject to any material mortgages, liens or other
encumbrances.

The Health Spa was constructed in 1988 and consists of a
36,556 square foot health club located on a three acre parcel in
Glendale, Arizona, a suburb of Phoenix. The property is a
two-story health and fitness workout facility located within the
195,000 square foot Glendale Galleria Shopping Center and has
been 100% occupied during the laws five years by the Health Spa.

The Health Spa is subject to a triple-net lease with the
lessee, Scandinavian U.S. Swim & Fitness, Inc., which is
responsible for paying all taxes, insurance premiums and
maintenance costs. The lease terminates in 2009; is subject to
four five-year renewal options and is not subject to a right of
first refusal. The 1995 rental income distributed to the
Partnership from Funds JV was $352,819, which is 12.1% of the
total rental income of the Partnership. The rent is payable in
equal monthly installments and was increased by 11.5% on February
1, 1994 and will be increased by 11.5% every five years
thereafter.

Children's World Learning Centers:

Livonia, Michigan

The Children's World Learning Center is located at 38880
West Six Mile Road in Livonia, Michigan, approximately 12 miles
west of downtown Detroit. The 6,095 square foot, single-story
building was built in 1984 utilizing concrete block and has a
pitched roof with asphalt shingles.

Farmington Hills, Michigan

The Children's World Learning Center is located at 29047 13
Mile Road in Farmington Hills, Michigan, approximately 26 miles
northwest of Detroit. The 6,175 square foot, single-story
building was built in 1989 utilizing a wood frame-and has a
pitched roof with asphalt shingles.

Waterford, Michigan

The Children's World Learning Center is located at 3100
Dixie Highway in Waterford, Michigan, approximately 35 miles
northwest of Detroit. The 6,175 square foot, single-story
building was built in 1988 utilizing a wood frame and has a
pitched roof with asphalt shingles.

Avis Lubes:

Orlando, Florida

The Avis Lube is located at 2699 Delaney Street across the
street from a 91,000 square foot shopping center anchored by
Publix and Woolworths. The building, built in 1989, consists of
1,532 square feet situated on a 12,150 square foot parcel. The
building was constructed using concrete block and has two oil
change bays.

Orlando, Florida

The Avis Lube is located at 1625 South Conway Road across
the street from a 123,000 square foot shopping center anchored by
Publix and Eckard Drugs. The building, built in 1989, consists
of 1,947 square feet situated on a 24,939 square foot parcel.
The building was constructed using concrete block and has three
oil change bays.

The lessee of the two Orlando Avis Lubes defaulted on its
payment obligations under the lease in 1991 and in January 1992
vacated the properties. The Partnership continued to receive
rent payments from the lessee, which Avis Lube, Inc. guaranteed
to the Partnership until the lease expired in June 1996. Avis
Lube, Inc. subleased the properties until June 1996 to an
unaffiliated sublessee, Florida Express Lubes, Inc. The
Partnership signed new leases with the sublessee to operate the
properties, as lessee. The leases are for a 14 year term and
commenced June 1, 1996. Base annual rent at 2699 Delaney Street
is $48,000 and at 1625 South Conway Road is $54,000. The new
lease rents are lower than the previous rents.

Rock Hill, Missouri

The Avis Lube is located at 9725 Manchester Road, two miles
west of the St. Louis, Missouri city limits. The building, built
in 1988, consists of 2,940 square feet situated on a 21,143
square foot parcel. The building was constructed using brick
veneer and has four oil change bays, two with service pit work
access and two with ground level work access.

The former lessee of the Rock Hill, Missouri property
defaulted on its payment obligations and vacated the property in
April 1994. The Partnership continued to receive rent payments
from the guarantor, Avis Lube, Inc. Avis Lube, Inc. subleased the
property through March 1996 to an unaffiliated sublessee,
Clarkson Investors II, an auto/oil repair operator. The
Partnership signed a new lease with the sublessee to continue to
operate the property. The lease is for 42 months, commenced
March 26, 1996 and provides for annual base rent of $55,000. The
new lease rent is lower than the previous rent.

Hardee's:

Newcastle, Oklahoma

This restaurant is an outparcel of a 67,500 square foot
shopping center located on the 400 & 500 block of N.W. 32nd. The
3,300 square foot, single-story building was built on a 35,200
square foot parcel in 1990 utilizing a wood frame with brick
facing.

St. Johns, Michigan

This restaurant is an outparcel of a 70,000 square foot
Wal-Mart department store located at the corner of U.S. 27 and
Townsend Road. The 3,300 square foot, single-story building was
built on a 47,200 square foot parcel in 1990 utilizing a wood
frame with brick facing.

Albion, Michigan

This restaurant is located at 118 E. Michigan Avenue. The
3,034 square foot, single-story building was built on a 32,670
square foot parcel in 1990 utilizing a wood frame with brick
facing.

Beginning in September 1990, the Partnership did not receive
rent payment on the Hardee's restaurants located in Albion,
Michigan and St. Johns, Michigan (the "Michigan Properties"). As
a result of eviction proceedings commenced by the Partnership
against the defaulting lessee on January 5, 1991 due to
nonpayment of rent, the Partnership obtained legal possession of
the Albion property on February 25, 1991 and the St. Johns
property on March 18, 1991 and the leases were terminated.
Subsequently, Wolverine Fast Food, Inc. ("Wolverine"), the
defaulting lessee, filed a Chapter 11 bankruptcy proceeding.
Upon obtaining possession of the Michigan Properties, the
Partnership entered into a lease (the "Interim Lease") with an
affiliate of the Partnership (the "Affiliated Lessee") until a
suitable unaffiliated lessee could be found. Simultaneously, the
Partnership entered into negotiations with Hardee's Food Systems,
Inc. ("Hardee's"), the franchisor, to manage and operate the
Michigan Properties until a new franchisee/tenant for the
Michigan Properties could be located.

During the period that the Michigan Properties were operated
by the Affiliated Lessee, the operating expenses and management
fees exceeded the revenues generated by the restaurants. As a
result, the Partnership advanced $398,915 to the Affiliated
Lessee as of December 31, 1993 and 1992, which was fully reserved
in 1993 and written off in 1994.

After taking possession of the Michigan Properties, the
Partnership, in conjunction with Hardee's, had sought replacement
operators for the Michigan Properties. During that time,
Wolverine approached the Partnership to re-lease the restaurants
on a long-term basis. Because the Partnership had been unable to
identify another long-term tenant for the restaurants and because
Hardee's began to actively support Wolverine and substantial
improvement in the performance of other Wolverine-operated
restaurants was reported, the Partnership entered into
negotiations with Wolverine to re-lease the Michigan Properties.

As a result of discussions with Wolverine, the Partnership
agreed to lease the Michigan Properties to Wolverine, Kenneth
Schiefelbein, Barbara Schiefelbein and Jon Guiles, individual
principals of Wolverine, for a period of 20 years. The lease
term commenced at the St. Johns property on April 1, 1992 and
June 1, 1992 at the Albion property. Beginning February 1993,
the St. Johns property and beginning July 1993 the Albion
property became seriously delinquent on payments of rent to the
Partnership. Although the tenant made irregular rent payments,
these delinquencies increased each month throughout the remainder
of 1993. In December 1993, Wolverine abandoned the St. Johns
property and in January 1994, the Albion property was vacated.
On February 2, 1994, the Wolverine petition to the Bankruptcy
court was modified from a Chapter 11 to a Chapter 7 filing. In
conjunction with the lease negotiations, as well as with the
lawsuits filed by the Partnership against Schiefelbein and
Guiles, Schiefelbein and Guiles executed agreements with the
Partnership for non-dischargeable debt obligations. A non-
dischargeable judgement in the amount of $2,500,000 was entered
against Schiefelbein and a non-dischargeable judgement in the
amount of $1,500,000 was entered against Guiles. Because of the
bankruptcy of these individuals, it is unlikely that any material
amounts will be collected.

The Partnership entered into a lease with a new tenant,
Jasaza, Inc., to operate the Albion property as a Hardee's
restaurant. The base rent on the property began at a level below
the original lease with Wolverine. On April 8, 1994, the
Partnership was notified that Jasaza, Inc., the replacement
tenant, was terminating its lease at the Albion Hardee's as of
April 12, 1994. The Partnership continues to actively market
this property for a replacement tenant.

During the third quarter of 1994, the Partnership recorded
an allowance for impairment of $500,000 related to an other than
temporary decline in the value of the real estate for the
Michigan Properties. This allowance has been recorded as a
reduction of the properties' cost, and allocated to the land and
building based on the original acquisition percentages of 30%
(land) and 70% (building).

During the fourth quarter of 1994, the Partnership executed
a lease with a Dairy Queen franchisee to be the new tenant at the
St. Johns, Michigan property. The lease is for a five year term
and commenced February 1, 1995. Base rent is $2,500 per month
with monthly percentage rent of 5% due after monthly sales exceed
$37,500. The lease provides an option to renew for one five year
period. The new lease rent is lower than the rent from the
previous tenant.

Blockbuster Video:

South Orange, New Jersey

This property is located at 57 South Orange Avenue in
downtown South Orange. The 6,705 square foot brick building was
completely renovated in 1990 and consists of a primary level, a
mezzanine level plus a full basement for storage.

Chi-Chi's:

Richmond, Virginia

This property is located at 9135 West Broad Street in
Richmond and consists of a 7,270 square foot restaurant with a
seating capacity of 280. The property was built in January 1990
and is situated on approximately one acre of land.

Charlotte, North Carolina

This property is located at 2522 Sardis Road North at the
intersection of Independence Boulevard. The property is situated
on a 1.5 acre parcel and consists of a 7,270 square foot
restaurant with a seating capacity for 280. The property opened
in May 1990.

Clarksville, Tennessee

This property is located in Governor's Square Shopping
Center at 2815 Guthrie Road in Clarksville. The property
consists of a 5,678 square foot restaurant with seating for 180
people and is situated on an approximately 50,000 square foot
parcel of land. The property opened in May 1990.

During 1995, Chi-Chi's, the sub-tenant under the master
lease with Foodmaker, Inc. ("Foodmaker"), closed each of its
three restaurants owned by the Partnership because they were not
profitable. Under the terms of the three leases, Foodmaker, the
master tenant and guarantor, continues to pay rent for all three
properties. Chi-Chi's has undertaken to release the three closed
restaurants. In March 1996, a sub-tenant, Carolina Bar-B-Q,
executed a second sub-lease with Chi-Chi's for the Charlotte,
North Carolina property, and the operations for this sub-tenant
commenced late in the second quarter of 1996. Chi-Chi's is
currently in the process of completing negotiations with a
potential sub-tenant to execute a second sub-lease with Chi-Chi's
for the Richmond, Virginia property and Chi-Chi's is currently in
discussion with potential sub-tenants for the Clarksville,
Tennessee property. Foodmaker will continue to be the guarantor
under terms of each of the second sub-leases.

Distributions

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $3,582,492, $3,478,020 and $3,569,741, respectively, of
which $3,039,738, $2,564,375 and $2,346,355, respectively,
represented net income. Cash distributions to Limited Partners
for the first quarter of 1996 were $907,443 of which $695,613
represented net income of the Partnership. Distributions of
operating cash flow, if available, were paid four times per year,
45 days after the end of each calendar quarter. No amount
distributed in 1995 or 1996 was a result of a sale of assets,
however, the Partnership distributed $375,000 from the sale of
the Taco Bell property in Schofield, Wisconsin during 1994. The
difference between cash distributions of the Partnership and the
net income earned is primarily the result of depreciation expense
and, to a lesser extent, differences between the accrual basis of
accounting and the cash generated from operations.

Below is a table summarizing the historical data for the
Partnership's distribution rates per Unit per annum:

Distribution
Date 1996 1995 1994 1993 1992

February 15 $22.3597 $22.3597 $22.5000 $22.5000 $21.8750

May 15 22.3597 22.3597 22.5000 22.5000 21.8750

August 15 22.3597 22.5000 22.5000 21.8750

November 15 22.3597 26.2368 22.5000 21.8750

The above table includes a return of capital distribution of
$6.2368 in November 1994.

Future changes in the Partnership's distributions would
largely depend on sales at the Assets resulting in changes to
percentage rent and, to a lesser extent, on rental increases or
decreases which will occur due to changes in the Consumer Price
Index or scheduled changes in base rent and loss of rental
payments resulting from defaults and lease payment reductions due
to lease renegotiations. The Operating General Partners have
determined that during the pendency of the proxy solicitation no
future distributions of operating cash flow will be made to the
Limited Partners. As of the date hereof, the Partnership has no
preferred return deficiency.

Ownership of Units

No person (including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act) is known to the Partnership
to be the beneficial owner of more than 5% of the outstanding
Units as of April 30, 1996.

Market for the Units

The Units are not traded on any established trading market,
nor has there been such a market during the past two years.
Thus, no information is available as to high and low bid
quotations or sales prices. It is not anticipated that there
will be a public market for the Units in the future.
Furthermore, no person has contacted the Partnership expressing
an interest in purchasing Units. Neither the General Partners
nor the Partnership are obligated to redeem or repurchase Units,
but the Partnership may purchase Units under certain very limited
circumstances. The Partnership will not purchase Units during
the pendency of the proposed Transaction.

Below is a table summarizing purchases of Units made by the
Partnership during the last two fiscal years and the current
fiscal year:

Units Range Average
For the Quarter ended: Purchased of Prices Price

March 31, 1994 145.42087 $1,000 $1,000
June 30, 1994 135.00000 $1,000 $1,000
September 30, 1994 --- --- ---
December 31, 1994 47.00000 $1,000 $1,000

March 31, 1995 27.00000 $1,000 $1,000
June 30, 1995 100.49429 $1,000 $1,000
September 30, 1995 --- --- ---
December 31, 1995 0.03219 $1,000 $1,000

March 31, 1996 114.54366 $1,000 $1,000
June 30, 1996 --- --- ---

Purchases of the Units by the Partnership prior to receipt
of the Valuation were made at the initial public offering price.
Should the Transaction not be completed, any future purchases of
Units by the Partnership will be at a price equal to the then
current valuation of the Units based on a third-party valuation.

Legal Proceedings

The Partnership is not a party to any legal proceedings.

Independent Certified Public Accountants

Deloitte & Touche LLP, whose report on the Partnership's
financial statements as of December 31, 1995 and 1994 and for the
three years in the period ended December 31, 1995 appear in the
Partnership's 1995 Annual Report on Form 10-K, are the current
independent auditors of the Partnership. No representative of
Deloitte & Touche LLP is expected to be present at the Special
Meeting.

Available Information

The Units are registered pursuant to Section 12(g) of the
Exchange Act. As such, the Partnership is subject to the
informational filing requirements of the Exchange Act, and in
accordance therewith, is obligated to file reports and other
information with the Commission relating to its business,
financial condition and other matters. Comprehensive financial
information is included in the Partnership's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and other documents
filed by the Partnership with the Commission, including the 1995
Annual Report on Form 10-K, excerpts from which are included on
Annex III and Schedule I hereto, and the Quarterly Report on Form
10-Q for the period ended June 30, 1996, excerpts from which are
included on Annex III and Schedule II hereto. Such reports and
other information should be available for inspection and copying
at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices
of the Commission located at 7 World Trade Center, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. 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. In addition, the
Commission maintains an Internet Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission. The
Partnership's electronic filings are publicly available on this
Web site at http://www.sec.gov.

The Corporate General Partner is a privately held company
and is not subject to the reporting requirements of the Exchange
Act.

CERTAIN INFORMATION CONCERNING THE PURCHASER

The Purchaser is a Delaware limited liability company that
was recently formed to acquire the Assets and the assets of the
Affiliated Limited Partnerships. The Purchaser has not engaged
in any business or activity of any kind, or entered into any
agreement or arrangement with any person or entity or incurred,
directly or indirectly, any material liabilities or obligations,
except in connection with its formation, the proposed Transaction
and the proposed Affiliated Transactions. Upon completion of the
Transaction and the Affiliated Transactions, the Purchaser will
own and operate the Assets and the assets owned by the Affiliated
Limited Partnerships.

The Purchaser is currently owned 1% by Brauvin Real Estate
Funds, Inc., an Illinois corporation, and 99% by Brauvin Net
Realty, LLC, an Illinois limited liability company. Brauvin Real
Estate Funds, Inc. is the manager of the Purchaser and is owned
100% by Brauvin Net Realty, LLC. The board of directors of
Brauvin Real Estate Funds, Inc. will be elected based on the
ultimate ownership of Brauvin Net Realty, LLC. As of the date
hereof, Jerome J. Brault owns 100% of Brauvin Net Realty, LLC.
Brauvin Net Realty, LLC's ownership will change as a result of
the Purchaser's equity offering, as described below. The
Braults' collective ownership in the Purchaser will be limited to
no more than 20% and may be as low as 0% (the "Management
Interest"). For information with respect to the Braults, see
"Certain Information About the Partnership, Its General Partners
and Their Affiliates - The General Partners." A small percentage
of the Management Interest may be set aside for officers and
employees of the Purchaser (certain of whom may have been
officers or employees of the Corporate General Partner), which
ownership interest would be granted as part of an employee
incentive/benefit program. Mr. Froelich has no affiliation with
the Purchaser. The current managers of Brauvin Net Realty, LLC
are Jerome J. Brault and James L. Brault. It is anticipated that
the managers of Brauvin Net Realty, LLC may change based on the
ultimate ownership of the Purchaser.

The Purchaser is in the process of securing equity and debt
financing to consummate the Transaction and the Affiliated Transactions.
Thus, the ultimate ownership of the Purchaser will not be known until
the completion of these investment activities. It is these unrelated
institutional investors who will collectively become the majority equity
owners of the Purchaser, owing between 80% and 100% of the Purchaser
depending on ownership terms to be negotiated.

The Purchaser's principal executive office and place of
business is 150 South Wacker Drive, Suite 3200, Chicago, Illinois
60606. Its telephone number is (312) 443-0922. All information
contained in this Proxy Statement concerning the Purchaser is
based upon statements and representations made by the Purchaser
or its representatives to the Partnership or its representatives.

SELECTED FINANCIAL DATA

The tables attached hereto as Schedules I and II provide a
summary of certain financial data for the Partnership. Such
selected financial data should be read in conjunction with the
detailed information and financial statements included as Annex
III to this Proxy Statement and are included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1995
and the Partnership's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, which are
incorporated herein by reference. For information with respect
to obtaining copies of information incorporated by reference, see
the section entitled "Incorporation by Reference."

The Partnership's ratio of earnings to fixed charges for
each of June 30, 1996, December 31, 1995 and December 31, 1994
was 0.00%, as the Partnership has no fixed charges.

The foregoing information is derived from the audited
financial statements of the Partnership for 1994 and 1995 and the
unaudited financial statements of the Partnership for the second
quarter of 1996.

Pro forma data disclosing the effect of the Transaction is
not material. The Purchaser is a newly formed entity and thus
has no historical financial data.

INCORPORATION BY REFERENCE

The following documents filed by the Partnership with the
Commission are incorporated in this Proxy Statement by reference
and made a part hereof:

1. The Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995;
2. The Partnership's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
3. The Partnership's Current Report on Form 8-K dated
May 23, 1996 and filed on June 21, 1996;
4. The Partnership's Current Report, as amended, on Form
8-K/A dated May 23, 1996 and filed on July 24, 1996;
5. The Partnership's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996; and
6. All reports filed by the Partnership with the
Commission pursuant to Section 13 or 15(d) of the
Exchange Act, since January 1, 1995 to the date of the
Special Meeting.

Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this Proxy
Statement modifies or replaces such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Proxy
Statement.

The Partnership will provide without charge to each person
to whom a copy of this Proxy Statement is delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents incorporated herein by reference (other than
exhibits to such documents unless such documents are specifically
incorporated by reference into the information this Proxy
Statement incorporates). Written and telephone requests for such
copies should be addressed to the Partnership at its principal
executive office at 150 South Wacker Drive, Suite 3200, Chicago,
Illinois 60606, telephone number (312) 443-0922. All such
requests will be sent by first class mail or other equally prompt
means within one business day of receipt of such request.

<PAGE>
<TABLE>
SCHEDULE I

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Selected Income Statement Date:

Rental Income $ 4,192,243 $ 4,198,955 $ 4,128,233 $ 4,064,706 $ 3,890,615
Interest Income 68,435 31,248 12,876 20,440 98,369
Net Income 3,039,738 2,564,375 2,346,355 2,936,205 2,750,029
Net Income Per Unit (a) $ 75.82 $ 64.69 $ 57.82 $ 72.62 $ 68.18

Selected Balance Sheet Data:
Cash and Cash Equivalents $ 1,374,779 $ 1,106,917 $ 799,390 $ 548,439 $ 534,673
Land, Buildings and Improvements 35,951,164 35,951,164 36,727,348 36,727,348 36,727,348
Total Assets 33,207,008 33,630,071 34,704,875 35,626,490 36,220,659
Cash Distributions to General Partners --- --- --- --- ---
Cash Distributions to Limited Partners (b) 3,582,492 3,478,020 3,569,741 3,456,204 3,535,493
Cash Distributions to Limited Partners
Per Unit (a) 89.36 87.74 90.22 87.68 89.90
Book Value Per Unit (c) $ 750.60 $ 763.00 $ 792.46 $ 825.48 $ 841.54

<FN>
<FN1>
NOTES:
(a) Net income per Unit and cash distributions to Limited Partners per Unit are based on the average Units outstanding during
the year since they were of varying dollar amounts and percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the Partnership's distribution
reinvestment plan.

(b) This includes $9,060, $14,717, $10,909, $7,856 and $10,323 paid to various states for income taxes on behalf of all
Limited Partners for the years 1995, 1994, 1993, 1992 and 1991, respectively.

(c) Book value per Unit is based on the Units outstanding at the end of the applicable period.
</FN>
</TABLE>
<PAGE>
SCHEDULE II

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

Selected Income Statement Data:

Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995

Rental Income $ 2,088,877 $ 2,082,798

Interest Income 40,515 27,934

Net Income 1,374,221 1,486,045

Net Income Per Unit(a) $ 34.07 $ 37.20

Three Three
Months Ended Months Ended
June 30, 1996 June 30, 1995

Rental Income $ 1,048,481 $ 1,044,937

Interest Income 19,831 18,108

Net Income 678,608 737,347

Net Income Per Unit (a) $ 16.83 $ 18.46

Selected Balance Sheet Data:

June 30, 1996 December 31, 1995

Cash and Cash Equivalents $ 1,326,953 $ 1,374,779

Land, Buildings and
Improvements 35,951,164 35,951,164

Investment in Brauvin
High Yield Venture 33,045 33,746

Investment in Brauvin Funds
Joint Venture 2,461,117 2,472,647

Total Assets $32,801,680 $33,207,008

Book Value Per Unit (b) $ 739.48 $ 750.60

____________________________________

(a) Net income per Unit was based on the average Units outstanding
during the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted
to the Partnership and additional Units were purchased through
the Partnership's distribution reinvestment plan.

(b) Book value per Unit was based on the Units outstanding at the
end of the applicable period.

SCHEDULE II
(Continued)

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

Six Months Twelve Months
Ended Ended
June 30, 1996 December 31, 1995

Selected Partners' Capital
Statement Data:

Cash Distributions to General
Partners $ --- $ ---

Cash Distributions to Limited
Partners $ 1,815,124 $ 3,582,492

Cash Distributions to Limited
Partners Per Unit (a) $ 45.00 $ 89.36

____________________________________

(a) Cash distributions to Limited Partners per Unit are based on
the average Units outstanding during the period since they were
of varying dollar amounts and percentages based upon the dates
Limited Partners were admitted to the Partnership and
additional Units were purchased through the Partnership's
distribution reinvestment plan.

<PAGE> ANNEX I

VALUATION OF CUSHMAN & WAKEFIELD

<TABLE>
Brauvin High Yield Fund L.P. II

<CAPTION>
UNIT % OWNED PROPERTY PROPERTY STREET
NO. FUND BY FUND TYPE NAME CITY ADDRESS ST
<S> <C> <C> <C> <C> <C> <C> <C>
1 BHYF2 51.00% RETAIL BALLY TOTAL FITNESS GLENDALE 5720 WEST PEORIA AVENUE AZ
2 BHYF2 100.00% QUICK-LUBE MOBILE LUBE ORLANDO 1625 CONWAY ROAD FL
3A BHYF2 100.00% QUICK-LUBE MOBILE LUBE ROCK HILL 9725 MANCHESTER ROAD MO
3B BHYF2 100.00% QUICK-LUBE MOBILE LUBE ORLANDO 2699 DELANEY AVENUE FL
8 BHYF2 100.00% SIT-DOWN PONDEROSA (VACANT) JOLIET 2200 WEST JEFFERSON STREET IL
19 BHYF2 100.00% SIT-DOWN TONY ROMA's MESQUITE 3780 TOWNE CROSSING BLVD. TX
103 BHYF2 100.00% FAST-FOOD HARDEE'S NEWCASTLE 600 NORTHWEST 32ND STREET OK
104 BHYF2 100.00% FAST-FOOD DAIRY QUEEN ST. JOHNS 1861 SCOTT ROAD MI
106 BHYF2 100.00% RETAIL BLOCKBUSTER VIDEO SOUTH ORANGE 57 SOUTH ORANGE AVENUE NJ
107 BHYF2 100.00% FAST-FOOD HARDEE'S (VACANT) ALBION 118 EAST MICHIGAN AVENUE MI
110 BHYF2 99.00% SIT-DOWN PONDEROSA LOUISVILLE 4801 DIXIE HIGHWAY KY
112 BHYF2 100.00% SIT-DOWN PONDEROSA ROCKFORD 3725 EAST STATE STREET IL
128 BHYF2 100.00% SIT-DOWN PONDEROSA BLOOMINGTON 1329 EAST EMPIRE STREET IL
182 BHYF2 100.00% SIT-DOWN PONDEROSA APPLETON 130 SOUTH BLUEMOUND ROAD WI
209 BHYF2 100.00% DAY-CARE CHILDREN'S WORLD WATERFORD 3100 DIXIE HIGHWAY MI
268 BHYF2 99.00% SIT-DOWN PONDEROSA CUYAHOGA FALLS 1641 STATE ROAD OH
347 BHYF2 100.00% SIT-DOWN PONDEROSA COLUMBUS 1071 DUBLIN-GRANVILLE RD. OH
353 BHYF2 100.00% SIT-DOWN CHI-CHI'S RICHMOND 9135 WEST BROAD STREET VA
366 BHYF2 100.00% SIT-DOWN CHI-CHI'S CLARKSVILLE 2815 WICMA RUDOLPH BLVD. TN
373 BHYF2 100.00% SIT-DOWN CHI-CHI'S CHARLOTTE 2522 SADIS ROAD NORTH NC
421 BHYF2 100.00% DAY-CARE CHILDREN'S WORLD LIVONIA 38880 WEST SIX MILE ROAD MI
473 BHYF2 100.00% DAY-CARE CHILDREN'S WORLD FRMNGTN HLLS 29047 13-MILE ROAD MI
665 BHYF2 100.00% SIT-DOWN PONDEROSA HERKIMER STATE AND KING STREETS NY
740 BHYF2 100.00% SIT-DOWN PONDEROSA ONEONTA 333 CHESTNUT STREET NY
755 BHYF2 100.00% SIT-DOWN PONDEROSA PENFIELD 1610 PENFIELD AVENUE NY
779 BHYF2 100.00% SIT-DOWN PONDEROSA MIDDLETOWN 163 DOLSON AVENUE NY
785 BHYF2 99.00% SIT-DOWN PONDEROSA TIPP CITY 135 SOUTH GARBER OH
816 BHYF2 100.00% SIT-DOWN PONDEROSA INDIANAPOLIS 8502 PENDLETON PIKE IN
850 BHYF2 99.00% SIT-DOWN PONDEROSA MANSFIELD 1075 ASHLAND ROAD OH
857 BHYF2 100.00% SIT-DOWN PONDEROSA EUREKA 80 HILLTOP VILLAGE CENTER MO
876 BHYF2 100.00% SIT-DOWN PONDEROSA SWEDEN 6460 BRUCKPORT-SPENCER ROAD NY
1057 BHYF2 99.00% SIT-DOWN PONDEROSA MOORESVILLE 499 SOUTH INDIANA STREET IN
1060 BHYF2 99.00% SIT-DOWN PONDEROSA TAMPA 4420 WEST GRANDY BLVD. FL
1071 BHYF2 100.00% SIT-DOWN PONDEROSA FRANKLIN 3320 VILLAGE DRIVE OH
1848 BHYF2 100.00% FAST-FOOD TACO BELL LANSING 4238 WEST SAGINAW HIGHWAY MI

</TABLE>
<PAGE>
<TABLE>
Brauvin High Yield Fund L.P. II

<CAPTION>
UNIT % OWNED PROPERTY PROPERTY BLG. LAND YEAR CUSHMAN AND WAKEFIELD VALUATION INDICATORS TOTAL VALUE
NO. FUND BY FUND TYPE NAME SF SF BUILT C&W VALUE YR 1 $NOI OAR IRR OUT-OAR OF FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 BHYF2 51.00% RETAIL BALLY TOTAL
FITNESS 36,556 130,201 1988 $5,750,000 $600,134 10.44% 12.00% 11.00% $2,932,500
2 BHYF2 100.00% QUICK-LUBE MOBILE LUBE 1,947 24,975 1989 480,000 53,794 11.21% 12.25% 11.50% 480,000
3A BHYF2 100.00% QUICK-LUBE MOBILE LUBE 2,940 21,143 1989 490,000 51,039 10.42% 12.25% 11.50% 490,000
3B BHYF2 100.00% QUICK-LUBE MOBILE LUBE 1,532 9,750 1989 420,000 47,253 11.25% 12.25% 11.50% 420,000
8 BHYF2 100.00% SIT-DOWN PONDEROSA
(VACANT) 5,522 76,182 1970 630,000 82,535 13.10% 13.50% LAND 630,000
19 BHYF2 100.00% SIT-DOWN TONY ROMA's 5,600 49,820 1984 940,000 93,677 9.97% 12.25% 11.50% 940,000
103 BHYF2 100.00% FAST-FOOD HARDEE'S 3,309 35,200 1990 580,000 61,607 10.62% 12.25% 11.50% 580,000
104 BHYF2 100.00% FAST-FOOD DAIRY QUEEN 3,300 73,764 1990 280,000 29,925 10.69% 12.50% 11.50% 280,000
106 BHYF2 100.00% RETAIL BLOCKBUSTER
VIDEO 6,705 6,231 1990 1,190,000 130,748 10.99% 12.00% 11.00% 1,190,000
107 BHYF2 100.00% FAST-FOOD HARDEE'S
(VACANT) 3,034 32,670 1990 360,000 (42,455) (11.79%) 12.25% 11.50% 360,000
110 BHYF2 99.00% SIT-DOWN PONDEROSA 5,488 58,000 1969 620,000 89,764 14.48% 12.50% 11.50% 613,800
112 BHYF2 100.00% SIT-DOWN PONDEROSA 5,040 27,190 1969 550,000 77,049 14.01% 12.50% 11.50% 550,000
128 BHYF2 100.00% SIT-DOWN PONDEROSA 5,038 39,640 1970 650,000 91,680 14.10% 12.50% 11.50% 650,000
182 BHYF2 100.00% SIT-DOWN PONDEROSA 5,222 54,377 1969 900,000 113,744 12.64% 12.50% 11.50% 900,000
209 BHYF2 100.00% DAY-CARE CHILDREN'S
WORLD 6,319 35,757 1988 970,000 98,598 10.16% 11.50% 11.50% 970,000
268 BHYF2 99.00% SIT-DOWN PONDEROSA 5,587 40,228 1973 870,000 112,352 12.91% 12.50% 11.50% 861,300
347 BHYF2 100.00% SIT-DOWN PONDEROSA 4,968 48,000 1973 680,000 88,175 12.97% 12.50% 11.50% 680,000
353 BHYF2 100.00% SIT-DOWN CHI-CHI'S 7,270 56,993 1990 1,450,000 148,863 10.27% 12.25% 11.50% 1,450,000
366 BHYF2 100.00% SIT-DOWN CHI-CHI'S 5,904 60,673 1990 1,120,000 115,162 10.28% 12.25% 11.50% 1,120,000
373 BHYF2 100.00% SIT-DOWN CHI-CHI'S 7,270 80,308 1990 1,460,000 149,803 10.26% 12.25% 11.50% 1,460,000
421 BHYF2 100.00% DAY-CARE CHILDREN'S
WORLD 6,145 35,719 1984 780,000 88,095 11.29% 11.50% 11.50% 780,000
473 BHYF2 100.00% DAY-CARE CHILDREN'S
WORLD 6,242 63,675 1989 970,000 107,512 11.08% 11.25% 11.50% 970,000
665 BHYF2 100.00% SIT-DOWN PONDEROSA 5,817 44,932 1979 800,000 90,871 11.36% 12.50% 11.50% 800,000
740 BHYF2 100.00% SIT-DOWN PONDEROSA 5,250 61,130 1979 890,000 99,248 11.15% 12.50% 11.50% 890,000
755 BHYF2 100.00% SIT-DOWN PONDEROSA 5,400 50,000 1980 780,000 105,421 13.52% 12.50% 11.50% 780,000
779 BHYF2 100.00% SIT-DOWN PONDEROSA 6,120 71,708 1980 1,070,000 121,347 11.34% 12.50% 11.50% 1,070,000
785 BHYF2 99.00% SIT-DOWN PONDEROSA 6,080 53,100 1979 780,000 96,344 12.35% 12.50% 11.50% 772,200
816 BHYF2 100.00% SIT-DOWN PONDEROSA 5,548 93,862 1980 910,000 128,249 14.09% 12.50% 11.50% 910,000
850 BHYF2 99.00% SIT-DOWN PONDEROSA 5,600 104,500 1980 750,000 115,868 15.45% 12.50% 11.50% 742,500
857 BHYF2 100.00% SIT-DOWN PONDEROSA 6,054 71,318 1979 920,000 106,598 11.59% 12.50% 11.50% 920,000
876 BHYF2 100.00% SIT-DOWN PONDEROSA 5,400 47,500 1981 790,000 100,494 12.72% 12.50% 11.50% 790,000
1057 BHYF2 99.00% SIT-DOWN PONDEROSA 6,770 63,525 1981 930,000 115,412 12.41% 12.50% 11.50% 920,700
1060 BHYF2 99.00% SIT-DOWN PONDEROSA 5,777 50,010 1985 970,000 132,312 13.64% 12.50% 11.50% 960,300
1071 BHYF2 100.00% SIT-DOWN PONDEROSA 4,550 69,242 1987 770,000 97,926 12.72% 12.50% 11.50% 770,000
1848 BHYF2 100.00% FAST-FOOD TACO BELL 1,596 21,186 1979 550,000 64,013 11.64% 12.50% 11.50% 550,000

</TABLE>
<PAGE>
ANNEX II

CUSHMAN & WAKEFIELD FAIRNESS OPINION

Cushman & Wakefield, Inc. CUSHMAN &
51 West 52nd Street WAKEFIELD
New York, NY 10019-6178
(212) 841-7500 Improving your place
in the world

August 9, 1996

Brauvin High-Yield Fund L.P.,
Brauvin High-Yield Fund II L.P.,
Brauvin Income Plus III L.P.,
Brauvin Corporate Lease Program IV L.P.

c/o
Brauvin Real Estate Funds
150 South Wacker Drive, Suite 3200
Chicago, IL 60606
ATTN: James Brault

RE: BRAUVIN NET LEASE PORTFOLIO
(HEREIN "ASSIGNMENT")

Gentlemen:

As per our engagement letter (June 3, 1996), Cushman &
Wakefield, Inc. (Cushman & Wakefield) is pleased to submit its
opinion regarding the reasonableness and fairness of the
financial terms and conditions relating to the consideration to
be received by the Limited Partners (Interest Holders) pursuant
to the proposed transactions between the Limited Partnerships
listed above and Brauvin Real Estate Funds, L.L.C.

Based upon its review and analysis of the proposed
transactions, Cushman & Wakefield advises the Partnership that,
in its opinion, the price per Unit reflected in the proposed
Transaction is fair, from a financial point of view, to the
Limited Partners. Cushman & Wakefield's determination that a
price is "fair" does not mean that the price is the highest price
which might be obtained in the marketplace, but rather that based
upon the sum of the appraised values of the properties, the price
reflected in the proposed transaction is believed by Cushman &
Wakefield to be reasonable. Although there is no active market
in trading the Units, Cushman & Wakefield notes that for those
Units that have traded the price per Unit was at or below the
price per Unit in the proposed transactions.

Cushman & Wakefield has reviewed and relied upon the
analysis undertaken in its valuation and appraisal work as a
basis for establishing the fairness of the proposed transactions.
Other methods could have been employed to test the fairness of
the proposed transactions and yielded different results. In
rendering this opinion, Cushman & Wakefield notes that it has not
considered, and has not addressed, market conditions and other
factors (e.g., whether the sale of the Properties as a portfolio
rather than a series of sales of individual assets, would produce
a premium or a discounted selling price) that, in an open-market
transaction, could influence the selling price of the Properties
and result in proceeds to Unit holders greater or less than the
proposed price per Unit. Cushman & Wakefield also notes that it
has not considered the price and trading history of other
publicly traded securities that might be deemed relevant due to
the relative small size of the proposed transactions and the fact
that the existing units are not publicly traded. Furthermore,
Cushman & Wakefield notes that it has not compared the financial
terms of the proposed transactions to the financial terms of
other transactions that might be deemed relevant, given that the
proposed transactions involve all cash to the Limited Partners.

Finally, Cushman & Wakefield has reviewed and analyzed the
contract to purchase the assets of Brauvin Corporate Lease
Program IV L.P. which was submitted by CAPTECH Financial Group,
Inc. (CAPTECH) on July 17, 1996. Based upon this analysis,
Cushman & Wakefield advised the Partnership that in its opinion
the CAPTECH offer is less favorable to the Limited Partners than
the proposed transaction.

Sincerely,

CUSHMAN & WAKEFIELD, INC.

/s/ Stanley R. Dennis, Jr.
Stanley R. Dennis, Jr. MAI
Director, Manager

/s/ Frank P. Liantonio
Frank P. Liantonio, MAI, CRE
Executive Managing Director

/s/ James W. Montanari
James W. Montanari
Managing Director
<PAGE>

ANNEX III
SELECTED FINANCIAL DATA

TABLE OF CONTENTS

Page
Annual Audited Consolidated Financial Statements:

Independent Auditors' Report . . . . . . . . . . . . . . . . . . III-2

Consolidated Financial Statements:

Consolidated Balance Sheets, December 31, 1995 and
1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-3

Consolidated Statements of Operations, for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . III-4

Consolidated Statements of Partners' Capital, for the
years ended December 31, 1995, 1994 and 1993. . . . . . . . . III-5

Consolidated Statements of Cash Flows, for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . III-6

Notes to Consolidated Financial Statements . . . . . . . . . . III-7

Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . III-12

Quarterly Unaudited Consolidated Financial Statements:

Consolidated Balance Sheets at June 30, 1996 (unaudited) and
December 31,1995 . . . . . . . . . . . . . . . . . . . . . . III-17

Consolidated Statements of Operations for the six months ended
June 30, 1996 and June 30, 1995 (unaudited). . . . . . . . . III-18

Consolidated Statements of Operations for the three months ended
June 30, 1996 and June 30, 1995 (unaudited) . . . . . . . . III-19

Consolidated Statements of Partners' Capital for the period
January 1, 1995 to June 30, 1996 (unaudited) . . . . . . . . III-20

Consolidated Statements of Cash Flows for the six months ended
June 30, 1996 and June 30, 1995 (unaudited). . . . . . . . . III-21

Notes to Consolidated Financial Statements . . . . . . . . . . III-22

Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . III-26

<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Partners
Brauvin High Yield Fund L.P. II
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of
Brauvin High Yield Fund L.P. II(a limited partnership) and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, partners' capital, and cash
flows for each of the three years in the period ended December 31,
1995. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.

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

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Brauvin
High Yield Fund L.P. II and subsidiaries at December 31, 1995 and
1994, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
Chicago, Illinois
February 9, 1996

<PAGE>

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED BALANCE SHEETS

December 31, December 31,
1995 1994
ASSETS
Investment in real estate (Note 4):
Land $11,126,124 $11,126,124
Buildings 24,825,040 24,825,040
35,951,164 35,951,164
Less: Accumulated depreciation (4,635,384) (3,913,295)
Net investment in real estate 31,315,780 32,037,869

Cash and cash equivalents 1,374,779 1,106,917
Rent receivable 56,975 66,614
Deferred rent receivable 274,978 207,417
Due from General Partners (Note 5) 150,175 167,696
Other assets 34,321 43,558
Total Assets $33,207,008 $33,630,071

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Accounts payable and accrued
expenses $ 61,759 $ 131,504
Due to affiliates (Note 3) -- 3,469
Due to General Partners (Note 5) -- 23,000
Rent received in advance 58,344 206,477
Total Liabilities 120,103 364,450

MINORITY INTEREST IN BRAUVIN HIGH
YIELD VENTURE 33,746 34,179
MINORITY INTEREST IN BRAUVIN FUNDS
JOINT VENTURE 2,472,647 2,494,341

PARTNERS' CAPITAL:
General Partners 319,429 319,429
Limited Partners 30,261,083 30,417,672
Total Partners' Capital 30,580,512 30,737,101

Total Liabilities and
Partners' Capital $33,207,008 $33,630,071

See accompanying notes to consolidated financial statements
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1995, 1994 and 1993

1995 1994 1993
INCOME
Rental (Note 4) $4,192,243 $4,198,955 $4,128,233
Interest 68,435 31,248 12,876
Other 7,708 19,057 4,962
Total income 4,268,386 4,249,260 4,146,071

EXPENSES
General and administrative 161,125 170,956 147,102
Management fees (Note 3) 42,134 41,934 41,205
Provision for bad debts -- 68,374 563,167
Amortization of deferred
organization costs and
other assets 5,427 4,327 12,940
Depreciation 722,089 729,368 738,778
Provision for impairment(Note 4) -- 500,000 --
Total expenses 930,775 1,514,959 1,503,192
Income before gain on sale and
minority interests in joint
ventures 3,337,611 2,734,301 2,642,879
Gain on sale (Note 6) -- 126,743 --
Income before minority interest
in joint ventures 3,337,611 2,861,044 2,642,879
MINORITY INTERESTS' SHARE OF NET INCOME:
Brauvin High Yield Venture (5,967) (5,585) (5,550)
Brauvin Funds Joint Venture (291,906) (291,084) (290,974)

Net Income $3,039,738 $2,564,375 $2,346,355

Net income allocated to the
General Partners $ -- $ -- $ 58,659
Net income allocated to the
Limited Partners $3,039,738 $2,564,375 $2,287,696
Net income per
Unit outstanding (a) $ 75.82 $ 64.69 $ 57.82

(a) Net income per Unit is based on the average Units outstanding
during the year since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
Plan.
See accompanying notes to consolidated financial statements

<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 1995, 1994 and 1993

General Limited
Partners Partners * Total

Balance, January 1, 1993 $260,770 $32,587,354 $32,848,124

Contributions, net -- 181,294 181,294
Selling commissions and
other offering costs (Note 1) -- (58,314) (58,314)
Net income 58,659 2,287,696 2,346,355
Cash distributions -- (3,569,741) (3,569,741)
Balance, December 31, 1993 319,429 31,428,289 31,747,718

Contributions, net -- 207,446 207,446
Return of capital -- (248,257) (248,257)
Selling commissions and
other offering costs (Note 1) -- (56,161) (56,161)
Net income -- 2,564,375 2,564,375
Cash distributions -- (3,478,020) (3,478,020)
Balance, December 31, 1994 319,429 30,417,672 30,737,101

Contributions, net -- 446,338 446,338
Selling commissions and other
offering costs (Note 1) -- (60,173) (60,173)
Net income -- 3,039,738 3,039,738
Cash distributions -- (3,582,492) (3,582,492)
Balance, December 31, 1995 $319,429 $30,261,083 $30,580,512

* Total Units outstanding at December 31, 1995, 1994 and 1993 were
40,316, 39,866 and 39,659, respectively. Cash distributions to
Limited Partners per Unit were $89.36, $87.74 and $90.22 for the
years ended December 31, 1995, 1994 and 1993, respectively. Cash
distributions to Limited Partners per Unit are based on the average
Units outstanding during the year since they were of varying dollar
amounts and percentages based upon the dates Limited Partners were
admitted to the Partnership and additional Units were purchased
through the distribution reinvestment plan.

See accompanying notes to consolidated financial statements
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993

1995 1994 1993
Cash Flows From Operating Activities:
Net income $3,039,738 $2,564,375 $2,346,355
Adjustments to reconcile net income to
net cash provided by operating activities:

Depreciation and amortization 727,516 733,695 751,718
Gain on sale -- (126,743) --
Provision for impairment -- 500,000 --
Provision for bad debts -- 68,374 563,167
Minority interests' share of income
from Brauvin High Yield Venture 5,967 5,585 5,550
Minority interests' share of income
from Brauvin Funds Joint Venture 291,906 291,084 290,974
Decrease (increase) in rent
receivable 9,639 (99,534) (82,706)
Increase in deferred rent receivable (67,561) (73,122) (134,295)
(Increase) decrease in other assets (7,652) (4,737) 26,346
(Decrease) increase in accounts
payable and accrued expenses (69,745) (17,235) 69,900
(Decrease) increase in rent
received in advance (148,133) (16,156) 222,633
Decrease in due to affiliates (3,469) (10,865) (65,666)
Net cash provided by operating
activities 3,778,206 3,814,721 3,993,976

Cash Flows From Investing Activities:
Cash distribution to minority interest -
Brauvin High Yield Venture (6,400) (7,900) (6,700)
Cash distribution to minority interest -
Brauvin Funds Joint Venture (313,600) (308,700) (298,900)
Proceeds from sale of property -- 375,000 --
Net cash (used in) provided by
investing activities (320,000) 58,400 (305,600)

Cash Flows From Financing Activities:
Sale of Units, net of liquidations,
selling commissions and other
offering costs 397,627 161,982 134,084
Return of capital -- (248,257) --
Cash distributions to Limited
Partners (3,582,492) (3,478,020) (3,569,741)
Decrease (increase)in due from
General Partners 17,521 (1,299) 37,232
Decrease in due to General
Partners (23,000) -- (39,000)
Net cash used in financing
activities (3,190,344) (3,565,594) (3,437,425)

Net increase in cash and cash
equivalents 267,862 307,527 250,951
Cash and cash equivalents at
beginning of year 1,106,917 799,390 548,439
Cash and cash equivalents at
end of year $1,374,779 $1,106,917 $ 799,390

See accompanying notes to consolidated financial statements
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 1995, 1994 and 1993

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION

BRAUVIN HIGH YIELD FUND L.P. II (the "Partnership") is a Delaware
limited partnership organized for the purpose of acquiring
debt-free ownership of existing, free-standing, income-producing
retail, office or industrial real estate properties predominantly
all of which will involve "triple-net" leases. The General
Partners of the Partnership are Brauvin Realty Advisors II, Inc.,
Jerome J. Brault, Cezar M. Froelich and David M. Strosberg.
Brauvin Realty Advisors II, Inc. is owned primarily by Messrs.
Brault (beneficially) (44%) and Froelich (44%). Brauvin
Securities, Inc., an affiliate of the General Partners, is the
selling agent of the Partnership.

The Partnership was formed on May 3, 1988 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on June 17, 1988. The
minimum of $1,200,000 of limited partnership interests of the
Partnership (the "Units") necessary for the Partnership to commence
operations was achieved on July 26, 1988. The offering was
anticipated to close on June 16, 1989 but was extended until and
closed on September 30, 1989. A total of $38,923,000 of Units were
subscribed for and issued between June 17, 1988 and September 30,
1989, pursuant to the Partnership's public offering. Through
December 31, 1995, 1994 and 1993, the Partnership has sold
$42,837,384, $39,866,216 and $39,658,770 of Units, respectively.
These totals include $3,914,384, $3,342,063 and $2,807,196 of
Units, respectively, purchased by Limited Partners who utilized
their distributions of Operating Cash Flow to purchase Units
through the distribution reinvestment plan (the "Plan"). Units
valued at $2,773,086, $2,646,347 and $2,070,669 have been purchased
by the Partnership from Limited Partners liquidating their
investment in the Partnership and have been retired as of December
31, 1995, 1994 and 1993, respectively. As of December 31, 1995,
the Participants have acquired Units under the Plan which
approximate 9% of the total Units outstanding.

The Partnership has acquired the land and buildings underlying
14 Ponderosa restaurants, two Taco Bell restaurants, three
Children's World Learning Centers, three Hardee's restaurants,
three Avis Lube Oil Change Centers, one Blockbuster Video store and
three Chi-Chi's restaurants. Also acquired were 99% and 51% equity
interests in two joint ventures with an affiliated entity, which
ventures purchased the land and buildings underlying six Ponderosa
restaurants and a Scandinavian Health Spa, respectively. The
Partnership's acquisition process is now completed except to the
extent funds raised through the Plan are sufficient to purchase
additional properties.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.

Accounting Method

The accompanying financial statements have been prepared using
the accrual method of accounting.

Rental Income

Rental income is recognized on a straight line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.

Consolidation of Joint Ventures

The Partnership owns a 99% equity interest in a joint venture,
Brauvin High Yield Venture, which owns six Ponderosa restaurants,
and a 51% equity interest in another joint venture, Brauvin Funds
Joint Venture, which owns a Scandinavian Health Spa. The
accompanying financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of these
ventures. All significant intercompany accounts have been
eliminated.

Federal Income Taxes

Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the financial statements.
However, in certain instances, the Partnership has been required
under applicable state law to remit directly to the tax authorities
amounts representing withholding from distributions paid to
partners.

Investment in Real Estate

The operating properties acquired by the Partnership are stated
at cost including acquisition costs, net of an allowance for
impairment. Depreciation expense is computed on a straight-line
basis over approximately 35 years.

Prior to 1995, the Partnership provided an allowance for
impairment to reduce the cost basis of real estate to its estimated
net realizable value when the real estate was judged to have
suffered an impairment in value that is other than temporary (see
Note 4). For purposes of this analysis, the cost basis of real
estate included deferred rent receivable and accumulated
depreciation. Net realizable value is inherently subjective and is
based on management's best estimate of current conditions and
assumptions about expected future conditions. Estimated net
realizable value was calculated based on undiscounted estimated
operating cash flows of the property over an expected holding
period, with a sales price at the end of the holding period
calculated by applying an expected capitalization rate to the
stabilized net operating income of the property, less associated
sales costs.

In 1995 the Partnership adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets" (SFAS 121). In conjunction with the adoption of SFAS 121,
the Partnership performed an analysis of its long-lived assets, and
the Partnership's management determined that there were no events
or changes in circumstances that indicated that the carrying amount
of the assets may not be recoverable at December 31, 1995.
Accordingly, no impairment loss has been recorded in the
accompanying financial statements for the year ended December 31,
1995.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months of
purchase.

Estimated Fair Value of Financial Instruments

Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.

The fair value estimates presented herein are based on
information available to management as of December 31, 1995 and
1994, but may not necessarily be indicative of the amounts that the
Partnership could realize in a current market exchange. The use of
different assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts. Although
management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements
since that date, and current estimates of fair value may differ
significantly from amounts presented herein.

The carrying amounts of the following items are a reasonable
estimate of fair value: cash and cash equivalents; due from General
Partners; accounts payable and accrued expenses; due to affiliates;
due to General Partners; and rents received in advance.

(2) PARTNERSHIP AGREEMENT

Distributions

All Operating Cash Flow, as defined in the Partnership Agreement
(the "Agreement"), shall be distributed: (a) first, to the Limited
Partners until the Limited Partners receive an amount equal to
their 10% Current Preferred Return, as such term is defined in the
Agreement; and (b) thereafter, any remaining amounts will be
distributed 97.5% to the Limited Partners and 2.5% to the General
Partners.

The net proceeds of a sale or refinancing of a Partnership
property shall be distributed as follows:

first, to the Limited Partners until the Limited Partners have
received an amount equal to the 10% Cumulative Preferred Return,
as such term is defined in the Agreement;

second, to the Limited Partners until the Limited Partners have
received an amount equal to the amount of their Adjusted
Investment, as such term is defined in the Agreement; and

third, 95% to the Limited Partners and 5% to the General
Partners.

Profits and Losses

Net profits and losses from operations of the Partnership
[computed without regard to any allowance for depreciation or cost
recovery deductions under the Internal Revenue Code of 1986, as
amended (the "Code")] for each taxable year of the Partnership
shall be allocated between the Limited Partners and the General
Partners in accordance with the ratio of aggregate distributions of
Operating Cash Flow attributable to such tax year, although if no
distributions are made in any year, net losses (computed without
regard to any allowance for depreciation or cost recovery
deductions under the Code) shall be allocated 99% to the Limited
Partners and 1% to the General Partners. Notwithstanding the
foregoing, all depreciation and cost recovery deductions allowed
under the Code shall be allocated 2.5% to the General Partners and
97.5% to the Taxable Class Limited Partners, as defined in the
Agreement.

The net profit of the Partnership from any sale or other
disposition of a Partnership property shall be allocated (with
ordinary income being allocated first) as follows: (a) first, an
amount equal to the aggregate deficit balances of the Partners'
Capital Accounts, as such term is defined in the Agreement, shall
be allocated to each Partner who or which has a deficit Capital
Account balance in the same ratio as the deficit balance of such
Partner's Capital Account bears to the aggregate of the deficit
balances of all Partners' Capital Accounts; (b) second, to the
Limited Partners until the Limited Partners have been allocated an
amount of profits equal to their 10% Cumulative Preferred Return as
of such date; (c) third, to the Limited Partners until the Limited
Partners have been allocated an amount of profit equal to the
amount of their Adjusted Investment; and (d) thereafter, 95% to the
Limited Partners and 5% to the General Partners. The net loss of
the Partnership from any sale or other disposition of a Partnership
property shall be allocated as follows: (a) first, an amount equal
to the aggregate positive balances in the Partners' Capital
Accounts, to each Partner in the same ratio as the positive balance
in such Partner's Capital Account bears to the aggregate of all
Partners' positive Capital Account balances; and (b) thereafter,
95% to the Limited Partners and 5% to the General Partners.

(3) TRANSACTIONS WITH RELATED PARTIES

An affiliate of the General Partners manages the Partnership's
real estate properties for an annual property management fee equal
to up to 1% of gross revenues derived from the properties. The
property management fee is subordinated, annually, to receipt by
the Limited Partners of a 9% non-cumulative, non-compounded return
on their Adjusted Investment.

The Partnership has advanced $398,915 to an affiliated lessee
relating to the Hardee's transactions as of December 31, 1993 and
1992, as discussed in Note 4. An allowance for doubtful accounts
of $398,915 was established on this receivable at December 31,
1993. In 1994, this receivable was determined to be uncollectible
and was written off.

The General Partners currently owe the Partnership approximately
$140,000 relating to the Distribution Guaranty Reserve.

The partnership pays affiliates of the General Partners selling
commissions of 8-1/2% of the capital contributions received for
Units sold by the affiliates.

An affiliate of one of the General Partners provides securities
and real estate counsel to the Partnership.

Fees, commissions and other expenses paid or payable to the
General Partners or its affiliates for the years ended December 31,
1995, 1994 and 1993 were as follows:

1995 1994 1993
Selling commissions $48,712 $45,464 $47,206
Management fees 42,134 41,934 41,205
Reimbursable operating
expenses 80,583 74,400 73,526
Legal fees 11,642 18,477 20,224

(4) LEASES

The Partnership's rental income is principally obtained from
tenants through rental payments provided under triple-net
noncancelable operating leases. The leases provide for a base
minimum annual rent and increases in rent such as through
participation in gross sales above a stated level. The following
is a schedule of noncancelable future minimum rental payments due
to the Partnership under operating leases as of December 31, 1995:

Year ending December 31:

1996 $ 3,982,339
1997 3,978,575
1998 3,978,575
1999 4,051,782
2000 4,032,983
Thereafter 22,662,443
$42,686,697

Additional rent based on percentages of tenant sales increases
was $129,786, $125,427 and $75,998 in 1995, 1994 and 1993,
respectively.

Approximately 58% of the Partnership's rental income is from
properties operated as Ponderosa restaurants. The Partnership is
subject to some risk of loss should adverse events affect those
Ponderosa restuarants and in turn adversely affect the lessees'
ability to pay rent to the Partnership.

Beginning in September 1990, the Partnership did not receive rent
payments on the Hardee's restaurants located in Albion, Michigan
and St. Johns, Michigan (the "Properties"). As a result of
eviction proceedings commenced by the Partnership against the
defaulting lessee on January 5, 1991 due to nonpayment of rent, the
Partnership obtained legal possession of the Albion property on
February 25, 1991 and the St. Johns property on March 18, 1991 and
the leases were terminated. Subsequently, Wolverine Fast Food,
Inc., ("Wolverine") the defaulting lessee, filed a Chapter 11
bankruptcy proceeding. Upon obtaining possession of the Properties,
the Partnership entered into a lease (the Interim Lease") with an
affiliate of the Partnership (the "Affiliated Lessee") until a
suitable unaffiliated lessee could be found. Simultaneously, the
Partnership entered into negotiations with Hardee's Food Systems,
Inc. ("Hardee's"), the franchisor, to manage and operate the
Properties until a new franchisee/tenant for the Properties could
be located.

During the period that the Properties were operated by the
Affiliated Lessee, the operating expenses and management fees
exceeded the revenues generated by the restaurants. As a result,
the Partnership advanced $398,915 to the Affiliated Lessee as of
December 31, 1993 and 1992, which was fully reserved in 1993 and
written off in 1994.

After taking possession of the Properties, the Partnership, in
conjunction with Hardee's, had sought replacement operators for the
Properties. During that time, Wolverine approached the Partnership
to re-lease the restaurants on a long-term basis. Because the
Partnership had been unable to identify another long-term tenant
for the restaurants and because Hardee's began to actively support
Wolverine and substantial improvement in the performance of the
remaining Wolverine restaurants was reported, the Partnership
entered into negotiations with Wolverine to re-lease the
Properties.

As a result of discussions with Wolverine, the Partnership agreed
to lease the Properties to Wolverine, Kenneth Schiefelbein, Barbara
Schiefelbein and Jon Guiles, individual principals of Wolverine,
for a period of 20 years. The lease term commenced at the St.
Johns property on April 1, 1992 and June 1, 1992 at the Albion
property. Beginning February 1993, the St. Johns property and
beginning July 1993 the Albion property became seriously delinquent
on payments of rent to the Partnership. Although the tenant made
irregular rent payments, these delinquencies increased each month
throughout the remainder of 1993. In December 1993, Wolverine
abandoned the St. Johns property and in January 1994, the Albion
property was vacated. On February 2, 1994, the Wolverine petition
to the Bankruptcy court was modified from a Chapter 11 to a Chapter
7 filing. In conjunction with the lease negotiations, as well as
with the lawsuits filed by the Partnership against Schiefelbein and
Guiles, Schiefelbein and Guiles executed agreements with the
Partnership for non-dischargeable debt obligations. A non-
dischargeable judgement in the amount of $2.5 million was entered
against Schiefelbein and a non-dischargeable judgement in the
amount of $1.5 million was entered against Guiles.

The Partnership entered into a lease with a new tenant, Jasaza,
Inc., to operate the Albion property as a Hardee's restaurant. The
base rent on the property began at a level below the original lease
with Wolverine but increases each year. In addition, starting in
year three of the lease, percentage rents was to be due. On April
8, 1994, the Partnership was notified that Jasaza, Inc., the
replacement tenant, was terminating its lease at the Albion
Hardee's, as of April 12, 1994. The Partnership continues to
actively market this property for a replacement tenant.

During the third quarter of 1994, the Partnership recorded an
allowance for impairment of $500,000 related to an other than
temporary decline in the value of the real estate for the St.
Johns, Michigan and Albion, Michigan properties. This allowance
has been recorded as a reduction of the Properties' cost, and
allocated to the land and building based on the original
acquisition percentages of 30% (land) and 70% (building).

During the fourth quarter of 1994, the Partnership executed a
lease with a Dairy Queen franchisee to be the new tenant at the St.
Johns, Michigan property. The lease is for a five year term and
commenced February 1, 1995. Base rent is $2,500 per month with
monthly percentage rent of 5% due after monthly sales exceed
$37,500. The lease provides an option to renew for one five year
period.

The lessee of the two Orlando Avis Lubes defaulted on its payment
obligations under the lease in 1991 and in January 1992 vacated the
properties. The Partnership has continued to receive rent payments
from the lessee, which Avis Lube, Inc. guarantees to the
Partnership until the lease expires in June 1996. Avis Lube, Inc.
has subleased the properties until June 1996 to an unaffiliated
sublessee, Florida Express Lube, Inc. The Partnership has signed
new leases with the sublessee to operate the properties, as lessee,
beginning in June of 1996. The leases are for a 14 year term
commencing June 1, 1996. Base annual rent at 2699 Delaney Street
is $48,000 and at 1625 South Conway Road is $54,000. The new lease
rents are lower than the current rents.

In April 1994, the lessee of the Rock Hill, Missouri property
defaulted on its payment obligations and vacated the property. The
Partnership has continued to receive rent payments from the
guarantor, Avis Lube, Inc. Avis Lube, Inc. has subleased the
property through March 1996 to an unaffiliated sublessee, Clarkson
Investors II, an auto/oil repair operator. The Partnership has
signed a new lease with the sublessee to operate the property after
the initial lease expires. The lease is for 42 months commencing
March 26, 1996 and provides for annual base rent of $55,000. The
new lease rent is lower than current rent.

(5) WORKING CAPITAL RESERVES

The Partnership has made distributions to Limited Partners for
calendar years 1993, 1994 and the first three quarters of 1995 (the
final payment for each year from 1993-1995 is made the following
February 15). As contemplated in the Prospectus, the distributions
prior to full property specification exceeded the amount of
Operating Cash Flow, as such term is defined in the Agreement,
available for distribution. The Partnership set aside 1% of the
gross proceeds of its offering in a reserve (the "Distribution
Guaranty Reserve"). The Distribution Guaranty Reserve was
structured so as to enable the Partnership to make quarterly
distributions of Operating Cash Flow equal to at least 9.25% per
annum on Adjusted Investment during the period from the Escrow
Termination Date (February 28, 1989), as such term is defined in
Section H.3 of the Agreement, through the earlier of: (i) the
first anniversary of the Escrow Termination Date
(February 28, 1990); or (ii) the expenditure of 95% of the proceeds
available for investment in properties, which date was July 26,
1989. The General Partners guaranteed payment of any amounts in
excess of the Distribution Guaranty Reserve and were entitled to
receive any amounts of the Distribution Guaranty Reserve not used
to fund distributions.

The Partnership's acquisition process was not completed until
March 1991 due to an unusually high number of properties being
declined during the due diligence process because of the General
Partners' unwillingness to lower the Partnership's investment
standards. As a result, the Partnership had a substantial amount
of cash invested in short-term investments, as opposed to
properties, and during 1990 did not generate sufficient Operating
Cash Flow to fully support the distributions to Limited Partners.

In order to continue to maintain the 9.25% per annum distribution
through December 31, 1990, the General Partners agreed to continue
the Distribution Guaranty up to the net $140,000 of Distribution
Guaranty previously paid to them. At December 31, 1995, 1994 and
1993, $140,000 was due from the General Partners related to the
Distribution Guaranty.

Furthermore, since at December 31, 1990, the Partnership had not
yet completed its acquisition process and Operating Cash Flow
together with the Distribution Guaranty Reserve was as yet
insufficient to fund distributions, the General Partners committed
to advance an additional $136,000 to maintain the 9.25% per annum
distribution through December 31, 1990 and ensure that
distributions would not be paid out of Capital Contributions, as
defined in the Prospectus. The cumulative deficit produced has
been reduced from $136,000, at December 31, 1990, to $0 at
December 31, 1995, as Operating Cash Flow has exceeded
distributions since December 31, 1990.

(6) SALE OF PROPERTY

On February 18, 1994, the Partnership sold the Taco Bell located
in Schofield, Wisconsin to an unaffiliated third party. The
following is a calculation of the gain realized on the sale:

Sale proceeds $375,000
Less net book value:
Land 82,856
Building 193,328
Accumulated depreciation (27,927)
Net book value 248,257
Realized gain $126,743

All amounts receivable on this property were collected at the sale.
The sale proceeds of $375,000 were distributed to the Limited
Partners on November 15, 1994.

(7) PROVISION FOR IMPAIRMENT

During the third quarter of 1994, the Partnership recorded an
allowance for impairment of $500,000 related to an other than
temporary decline in the value of the real estate for the St.
Johns, Michigan and Albion, Michigan properties. This allowance
has been recorded as a reduction of the properties' cost, and
allocated to the land and building based on the original
acquisition percentages of 30% (land) and 70% (building).

<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Liquidity and Capital Resources

The Partnership commenced an offering to the public on June 17,
1988 of 25,000 Units (subject to increase to 40,000 units). The
offering was anticipated to close on June 16, 1989 but was extended
and closed on September 30, 1989. A total of $38,923,000 of Units
were subscribed and issued between June 17, 1988 and September 30,
1989, pursuant to the public offering.

The Partnership continues to raise additional funds through the
Plan. The Plan raised $3,914,384 through December 31, 1995 from
Limited Partners investing their distributions of Operating Cash
Flow in additional Units. As of December 31, 1995, Units valued at
$2,773,086 have been purchased by the Partnership from Limited
Partners liquidating their investment in the Partnership and have
been retired. The Partnership has no funds available to purchase
additional property, excluding those raised through the Plan.

The Partnership purchased the land and buildings underlying
seven Ponderosa restaurants in 1988, and owns a 99% equity interest
in an affiliated joint venture formed in 1988 which purchased the
land and buildings underlying six Ponderosa restaurants. In 1989,
the Partnership purchased the land and buildings underlying two
Taco Bell restaurants, formed a 51% equity interest in an
affiliated joint venture which purchased a Scandinavian Health Spa
and purchased the land and buildings underlying seven additional
Ponderosa restaurants. In 1990, the Partnership purchased the land
and buildings underlying three Children's World Learning Centers,
three Hardee's restaurants, three Avis Lubes, and a Blockbuster
Video store. The Partnership purchased three Chi-Chi's restaurants
in 1991. The Partnership's acquisition process is now completed
with the exception of acquisitions made with funds raised through
the Plan.

Beginning in September 1990, the Partnership did not receive
rent payments on the Hardee's restaurants located in Albion,
Michigan and St. Johns, Michigan (the "Properties"). As a result
of eviction proceedings commenced by the Partnership against the
defaulting lessee on January 5, 1991 due to nonpayment of rent, the
Partnership obtained legal possession of the Albion property on
February 25, 1991 and the St. Johns property on March 18, 1991 and
the leases were terminated. Subsequently, Wolverine Fast Food,
Inc. ("Wolverine"), the defaulting lessee, filed a Chapter 11
bankruptcy proceeding. Upon obtaining possession of the Properties,
the Partnership entered into a lease (the "Interim Lease") with an
affiliate of the Partnership (the "Affiliated Lessee") until a
suitable unaffiliated lessee could be found. Simultaneously, the
Partnership entered into negotiations with Hardee's Food Systems,
Inc. ("Hardee's"), the franchisor, to manage and operate the
Properties until a new franchisee/tenant for the Properties could
be located.

After taking possession of the Properties, the Partnership, in
conjunction with Hardee's, had sought replacement operators for the
Properties. During that time, Wolverine approached the Partnership
to re-lease the restaurants on a long-term basis. Because the
Partnership had been unable to identify another long-term tenant
for the restaurants and because Hardee's began to actively support
Wolverine and reported substantial improvements in the performance
of the remaining Wolverine restaurants was reported, the
Partnership entered into negotiations with Wolverine to re-lease
the Properties.

As a result of discussions with Wolverine, the Partnership
agreed to lease the Properties to Wolverine, Kenneth Schiefelbein,
Barbara Schiefelbein and Jon Guiles, individual principals of
Wolverine, for a period of 20 years. The lease term commenced at
the St. Johns property on April 1, 1992 and June 1, 1992 at the
Albion property. Beginning February 1993, the St. Johns property
and beginning July 1993 the Albion property became seriously
delinquent on payments of rent to the Partnership. Although the
tenant made irregular rent payments, these delinquencies increased
each month throughout the remainder of 1993. In December 1993,
Wolverine abandoned the St. Johns property and in January 1994, the
Albion property was vacated. On February 2, 1994, the Wolverine
petition to the Bankruptcy court was modified from a Chapter 11 to
a Chapter 7 filing. In conjunction with the lease negotiations, as
well as with the lawsuits filed by the Partnership against
Schiefelbein and Guiles, Schiefelbein and Guiles executed
agreements with the Partnership for non-dischargeable debt
obligations. A non-dischargeable judgement in the amount of $2.5
million was entered against Schiefelbein and a non-dischargeable
judgement in the amount of $1.5 million was entered against Guiles.

The Partnership entered into a lease with a new tenant, Jasaza,
Inc., to operate the Albion property as a Hardee's restaurant. The
base rent on the property began at a level below the original lease
with Wolverine but increases each year. In addition, starting in
year three of the lease, percentage rents was to be due. On April
8, 1994, the Partnership was notified that Jasaza, Inc., the
replacement tenant was terminating its lease at the Albion Hardee's
as of April 12, 1994. The Partnership continues to actively market
this property for a replacement tenant.

During the third quarter of 1994, the Partnership recorded an
allowance for impairment of $500,000 related to an other than
temporary decline in the value of the real estate for the St.
Johns, Michigan and Albion, Michigan properties. This allowance
has been recorded as a reduction of the properties' cost, and
allocated to the land and building based on the original
acquisition percentages of 30% (land) and 70% (building).

During the fourth quarter of 1994, the Partnership executed a
lease with a Dairy Queen franchisee to be the new tenant at the
St. Johns, Michigan property. The lease is for a five year term
and commenced February 1, 1995. Base rent is $2,500 per month with
monthly percentage rent of 5% due after monthly sales exceed
$37,500. The lease provides an option to renew for one five year
period. The new lease rent is lower than the rent from the
previous tenant.

On February 18, 1994, the Partnership sold the Taco Bell located
in Schofield, Wisconsin to an unaffiliated third party. The
following is a calculation of the gain realized on the sale:

Sale proceeds $ 375,000
Less net book value:
Land 82,856
Building 193,328
Accumulated depreciation (27,927)
Net book value 248,257
Realized gain $ 126,743

All amounts receivable on this property were collected at the
sale. The sale proceeds of $375,000 were distributed to the
Limited Partners on November 15, 1994.

The lessee of the two Orlando Avis Lubes defaulted on its
payment obligations under the lease in 1991 and in January 1992
vacated the properties. The Partnership has continued to receive
rent payments from the lessee, which Avis Lube, Inc. guarantees to
the Partnership until the lease expires in June 1996. Avis Lube,
Inc. has subleased the properties until June 1996 to an
unaffiliated sublessee, Florida Express Lubes, Inc. The
Partnership has signed new leases with the sublessee to operate the
properties, as lessee, beginning in June 1996. The leases are for
a 14 year term commencing June 1, 1996. Base annual rent at 2699
Delaney Street is $48,000 and at 1625 South Conway Road is $54,000.
The new lease rents are lower than the current rents.

The Partnership has made distributions to Limited Partners for
calendar years 1993, 1994 and 1995 (the final payment for each year
from 1993-1995 being made the following February 15). As
contemplated in the Prospectus, the distributions prior to full
property specification exceeded the amount of Operating Cash Flow,
as such term is defined in the Agreement, available for
distribution. As described in Footnote 8 to the section of the
Prospectus on pages 8 and 9 entitled "Estimated Use of Proceeds of
Offering", the Partnership set aside 1% of the gross proceeds of
the Offering in a reserve (the "Distribution Guaranty Reserve").
The Distribution Guaranty Reserve was structured so as to enable
the Partnership to make quarterly distributions of Operating Cash
Flow equal to at least 9.25% per annum on Adjusted Investment
during the period from the Escrow Termination Date
(February 28, 1989), as such term is defined in Section H.3 of the
Agreement, through the earlier of: (i) the first anniversary of
the Escrow Termination Date (February 28, 1990); or (ii) the
expenditure of 95% of the proceeds available for investment in
properties, which date was July 26, 1989. The General Partners
guaranteed payment of any amounts in excess of the Distribution
Guaranty Reserve and were entitled to receive any amounts of the
Distribution Guaranty Reserve not used to fund distributions.

In order to continue to maintain the 9.25% per annum
distribution through December 31, 1990, the General Partners agreed
to continue the Distribution Guaranty up to the net $140,000 of
Distribution Guaranty previously paid to them. At December 31,
1995, 1994 and 1993, $140,000 was due from the General Partners
related to the Distribution Guaranty.

Furthermore, since at December 31, 1990, the Partnership had not
yet completed its acquisition process and Operating Cash Flow
together with the Distribution Guaranty Reserve was as yet
insufficient to fund distributions, the General Partners committed
to advance an additional $136,000 to maintain the 9.25% per annum
distribution through December 31, 1990 and ensure that
distributions would not be paid out of Capital Contributions, as
defined in the Prospectus. The cumulative deficit produced has
been reduced from $136,000 at December 31, 1990 to $0 at
December 31, 1995, as Operating Cash Flow has exceeded
distributions since December 31, 1990.

Below is a table summarizing the five year historical data for
distribution rates per annum:

Distribution
Date 1996 1995 1994 1993 1992 1991

February 15 9.00% 9.00% 9.00% 9.00% 8.75% 9.25%

May 15 9.00 9.00 9.00 8.75 9.25

August 15 9.00 9.00 9.00 8.75 8.75

November 15(a) 9.00 8.00 9.00 8.75 8.75

(a) The November 15, 1994 quarterly distribution rate does not
include the return of capital of $248,257.

Due to the previous defaults under the lease agreements by the
two Hardee's lessees, Operating Cash Flow for 1991 was insufficient
to maintain a 9.25% per annum distribution and was reduced to
8.75%. In order to enable the Partnership to make distributions
entirely from Operating Cash Flow, beginning August 15, 1991,
distributions were reduced to 8.75% per annum for the balance of
1991 and for the first three quarters of 1992; commencing with the
February 15, 1993 distribution the distribution rate was raised to
9.0% per annum.

Future increases in the Partnership's distributions and
elimination of prior shortfalls will largely depend on successfully
re-leasing the vacant Albion, Michigan property and increased sales
at the Partnership's properties resulting in additional percentage
rent. Rental increases, to a lesser extent, will occur due to
increases in certain leases based upon increases in the Consumer
Price Index or scheduled increases in base rent.

The Partnership has engaged an independent third party to
perform valuations of the Partnership's investments in real estate
as of December 31, 1995.

Results of Operations - 1995

Results of operations for the year ended December 31, 1995
reflected net income of $3,039,738 compared to $2,564,375 for the
year ended December 31, 1994, an increase of $475,363. The
increase in net income is mainly due to reduced expenses in 1995
compared to 1994 which was a result of the Partnership's 1994
recognition of a provision for impairment on other than a temporary
decline in the value of the real estate of $500,000 for the St.
Johns, Michigan and the Albion, Michigan properties.
Additionally, expenses declined for the year ended December 31,
1995 compared to 1994 as a result of a decline in the provision for
bad debts of approximately $68,000 that was established for the St.
Johns, Michigan and Albion, Michigan properties. Another factor
that caused income to increase for the year ended in 1995 compared
to 1994 was an increase in interest income of approximately
$37,000, which was the result of higher cash balances during the
year. Partially offsetting these increases in net income was the
recognition in 1994 of the gain on the sale of the Taco Bell
restaurant of approximately $127,000.

Results of Operations - 1994

Results of operations for the year ended December 31, 1994
reflected net income of $2,564,375 compared to $2,346,355 for year
ended December 31, 1993, an increase of approximately $218,000.
The increase in income was mainly due to the gain from the sale of
the Taco Bell restaurant of approximately $127,000 and as a result
of increases in base rent based upon increases in the Consumer
Price Index. The increase in interest income of approximately
$18,000 is a result of both higher interest rates and higher cash
balances during the year. Total expenses increased approximately
$12,000 as a result of a provision for impairment on other than a
temporary decline in the value of the real estate of $500,000 for
the St. Johns, Michigan and Albion, Michigan properties in 1994
offset by a decrease in bad debt expense of approximately $495,000
due to the provision for bad debts established in 1993 for the St.
Johns, Michigan and Albion, Michigan properties. In addition,
general and administrative expense increased as a result of the
Taco Bell sale and Ponderosa property exchange. This increase was
slightly offset by the decrease in depreciation expense due to the
reduction in properties as a result of the Taco Bell sale.

Results of Operations - 1993

Results of operations for the years ended December 31, 1993
and 1992 reflected net income of $2,346,355 and $2,936,205,
respectively. Rental income increased in 1993 by approximately
$60,000 over 1992 as a result of base rental increases based upon
increases in the Consumer Price Index and scheduled increases in
base rent based upon the original lease terms. Management fees are
subordinated to a 9% distribution to Limited Partners, which was
achieved in 1993 but not in 1992. Management fees incurred for
1993 were $41,205. Total expenses increased by approximately
$585,000 which was primarily a result of a provision for bad debts
established for the Hardees restaurants located in St. Johns and
Albion, Michigan.

Impact of Inflation

The Partnership anticipates that the operations of the
Partnership will not be significantly impacted by inflation. To
offset any potential adverse effects of inflation, the Partnership
has entered into "triple-net" leases with tenants, making the
tenants responsible for all operating expenses, insurance and real
estate taxes. In addition, several of the leases require
escalations of rent based upon increases in the Consumer Price
Index, scheduled increases in base rents, or tenant sales.

Other Information

On March 15, 1989, Mr. David M. Strosberg resigned as an
employee of Brauvin Realty Services, Inc. and Brauvin Advisory
Services, Inc. Currently, Mr. Strosberg remains an Individual
General Partner of the Partnership. The remaining General Partners
do not believe that Mr. Strosberg's resignation has had an adverse
effect, and should not in the future have any adverse effect, on
the operations of the Partnership.
<PAGE>

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED BALANCE SHEETS

Unaudited Audited
June 30, December 31,
1996 1995
ASSETS
Investment in real estate, at cost:
Land $11,126,124 $11,126,124
Buildings 24,825,040 24,825,040
35,951,164 35,951,164

Less: accumulated depreciation (4,996,428) (4,635,384)
Net investment in real estate 30,954,736 31,315,780
Cash and cash equivalents 1,326,953 1,374,779
Rent receivable 40,031 56,975
Deferred rent receivable 308,759 274,978
Due from General Partners (Note 4) 140,000 150,175
Other assets 31,201 34,321
Total Assets $32,801,680 $33,207,008

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued
expenses $ 91,085 $ 61,759
Rent received in advance 61,062 58,344
Total Liabilities 152,147 120,103

MINORITY INTEREST IN
BRAUVIN HIGH YIELD VENTURE 33,045 33,746

MINORITY INTEREST IN
BRAUVIN FUNDS JOINT VENTURE 2,461,117 2,472,647

PARTNERS' CAPITAL:
General Partners 319,429 319,429
Limited Partners 29,835,942 30,261,083
Total Partners' Capital 30,155,371 30,580,512

Total Liabilities and
Partners' Capital $32,801,680 $33,207,008

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30,
(Unaudited)

1996 1995
INCOME:
Rental $2,088,877 $2,082,798
Interest 40,515 27,934
Other 388 2,282
Total income 2,129,780 2,113,014

EXPENSES:
General and administrative 222,829 88,522
Management fees (Note 3) 21,620 20,846
Amortization of other assets 1,897 2,164
Depreciation 361,044 366,638

Total expenses 607,390 478,170

Income before minority interests 1,522,390 1,634,844

MINORITY INTEREST'S SHARE OF NET INCOME:
Brauvin High Yield Venture (2,899) (2,858)
Brauvin Funds Joint Venture (145,270) (145,941)

Net income $1,374,221 $1,486,045
Net income allocated to the
Limited Partners $1,374,221 $1,486,045
Net income per Unit outstanding (a) $ 34.07 $ 37.20
(a) Net income per Unit was based on the average Units outstanding
during the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
distribution reinvestment plan (the "Plan").

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30,
(Unaudited)

1996 1995
INCOME:
Rental $1,048,481 $1,044,937
Interest 19,831 18,108
Other 234 --
Total income 1,068,546 1,063,045

EXPENSES:
General and administrative 124,309 56,371
Management fees (Note 3) 10,833 10,511
Amortization of other assets 515 1,082
Depreciation 180,522 183,319

Total expenses 316,179 251,283

Income before minority interests 752,367 811,762

MINORITY INTEREST'S SHARE OF NET INCOME:
Brauvin High Yield Venture (1,480) (1,444)
Brauvin Funds Joint Venture (72,279) (72,971)

Net income $ 678,608 $ 737,347
Net income allocated to the
Limited Partners $ 678,608 $ 737,347
Net income per Unit outstanding (a) $ 16.83 $ 18.46

(a) Net income per Unit was based on the average Units outstanding
during the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
Plan.

See accompanying notes to consolidated financial statements.
<PAGE>

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the periods from January 1, 1995 to June 30, 1996
(Unaudited)

General Limited
Partners Partners* Total

Balance, January 1, 1995 $ 319,429 $30,417,672 $30,737,101

Contributions, net -- 446,338 446,338
Selling commissions and other
offering costs (Note 1) -- (60,173) (60,173)
Net income -- 3,039,738 3,039,738
Cash distributions -- (3,582,492) (3,582,492)

Balance, December 31, 1995 319,429 30,261,083 30,580,512

Contributions, net -- 30,965 30,965
Selling commissions and other
offering costs (Note 1) -- (15,203) (15,203)
Net income -- 1,374,221 1,374,221
Cash distributions -- (1,815,124) (1,815,124)

Balance, June 30, 1996 $ 319,429 $29,835,942 $30,155,371

* Total Units outstanding at June 30, 1996 and December 31, 1995 were 40,347
and 40,316, respectively. Cash distributions to Limited Partners per Unit
were $45.00 and $89.36 for the six months ended June 30, 1996 and the year
ended December 31, 1995, respectively. Cash distributions to Limited
Partners per Unit are based on the average Units outstanding during the year
since they were of varying dollar amounts and percentages based upon the
dates Limited Partners were admitted to the Partnership and additional Units
were purchased through the Plan.

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
(Unuadited)

1996 1995
Cash flows from operating activities:
Net income $1,374,221 $1,486,045
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 362,941 368,802
Minority interest's share of income
from Brauvin High Yield Venture 2,899 2,858
Minority interest's share of income
from Brauvin Funds Joint Venture 145,270 145,941
Decrease in rent receivable 16,944 23,312
Increase in deferred rent receivable (33,781) (33,781)
Increase in other assets (1,673) (1,202)
Increase (decrease) in accounts payable
and accrued expenses 29,326 (51,667)
Increase (decrease)in rent received
in advance 2,718 (198,473)
Increase in due to affiliates -- 12,029
Net cash provided by operating activities 1,898,865 1,753,864

Cash flows from financing activities:
Sale of Units, net of selling commissions
and other offering costs 18,658 129,959
Cash distributions to Limited Partners (1,815,124) (1,787,109)
Cash distribution to minority interest-
Brauvin High Yield Venture (3,600) (2,900)
Cash distribution to minority interest-
Brauvin Funds Joint Venture (156,800) (156,800)
Decrease (increase) in due from affiliates 10,175 (364)
Net cash used in financing activities (1,946,691) (1,817,214)

Net decrease in cash and cash equivalents (47,826) (63,350)
Cash and cash equivalents at
beginning of period 1,374,779 1,106,917
Cash and cash equivalents at end of period $1,326,953 $1,043,567

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

BRAUVIN HIGH YIELD FUND L.P. II (the "Partnership") is a
Delaware limited partnership organized for the purpose of acquiring
debt-free ownership of existing, free-standing, income-producing
retail, office or industrial real estate properties predominantly
all of which will involve "triple-net" leases. The General
Partners of the Partnership are Brauvin Realty Advisors II, Inc.,
Jerome J. Brault, Cezar M. Froelich and David M. Strosberg.
Brauvin Realty Advisors II, Inc. is owned primarily by Messrs.
Brault (beneficially) (44%) and Froelich (44%). Brauvin
Securities, Inc., an affiliate of the General Partners, is the
selling agent of the Partnership.

The Partnership was formed on May 3, 1988 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on June 17, 1988. The
minimum of $1,200,000 of limited partnership interests of the
Partnership (the "Units") necessary for the Partnership to commence
operations was achieved on July 26, 1988. The offering was
anticipated to close on June 16, 1989 but was extended until and
closed on September 30, 1989. A total of $38,923,000 of Units were
subscribed for and issued between June 17, 1988 and September 30,
1989, pursuant to the Partnership's public offering. Through June
30, 1996 and December 31, 1995 the Partnership has sold $42,982,178
and $42,837,384 of Units, respectively. These totals include
$4,059,178 and $3,914,384 of Units, respectively, purchased by
Limited Partners who utilized their distributions of Operating Cash
Flow to purchase Units through the distribution reinvestment plan
(the "Plan"). Units valued at $2,886,915 and $2,773,086 have been
purchased by the Partnership from Limited Partners liquidating
their investment in the Partnership and have been retired as of
June 30, 1996 and December 31, 1995, respectively. As of June 30,
1996, the Participants have acquired Units under the Plan which
approximate 9% of the total Units outstanding.

Also acquired were 99% and 51% equity interests in two joint
ventures with an affiliated entity, which ventures purchased the
land and buildings underlying six Ponderosa restaurants and a
Scandinavian Health Spa respectively. The Partnership's
acquisition process is now completed except to the extent funds
raised through the Plan are sufficient to purchase additional
properties.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Use of Estimates

Accounting Method

The accompanying financial statements have been prepared using
the accrual method of accounting.

Rental Income

Consolidation of Joint Ventures

Federal Income Taxes

Investment in Real Estate

Prior to 1995, the Partnership provided an allowance for
impairment to reduce the cost basis of real estate to its estimated
net realizable value when the real estate was judged to have
suffered an impairment in value that is other than temporary. For
purposes of this analysis, the cost basis of real estate included
deferred rent receivable and accumulated depreciation. Net
realizable value is inherently subjective and is based on
management's best estimate of current conditions and assumptions
about expected future conditions. Estimated net realizable value
was calculated based on undiscounted estimated operating cash flows
of the property over an expected holding period, with a sales price
at the end of the holding period calculated by applying an expected
capitalization rate to the stabilized net operating income of the
property, less associated sales costs.

In 1995 the Partnership adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets" (SFAS 121). In conjunction with the adoption of SFAS
121,the Partnership performed an analysis of its long-lived assets,
and the Partnership's management determined that there were no
events or changes in circumstances that indicated that the carrying
amount of the assets may not be recoverable at June 30, 1996 and
December 31, 1995. Accordingly, no impairment loss has been
recorded in the accompanying financial statements for the six
months ended June 30, 1996 and the year ended December 31, 1995.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months of
purchase.

Estimated Fair Value of Financial Instruments

The fair value estimates presented herein are based on
information available to management as of June 30, 1996 and
December 31, 1995, but may not necessarily be indicative of the
amounts that the Partnership could realize in a current market
exchange. The use of different assumptions and/or estimation
methodologies may have a material effect on the estimated fair
value amounts. Although management is not aware of any factors
that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes
of these financial statements since that date, and current
estimates of fair value may differ significantly from amounts
presented herein.

Reclassifications

Certain reclassifications have been made to the 1995 financial
statements to conform to classifications adopted in 1996.

(2) PARTNERSHIP AGREEMENT

Distributions

The net proceeds of a sale or refinancing of a Partnership
property shall be distributed as follows:

first, to the Limited Partners until the Limited Partners have
received an amount equal to the 10% Cumulative Preferred
Return, as such term is defined in the Agreement;

second, to the Limited Partners until the Limited Partners
have received an amount equal to the amount of their Adjusted
Investment, as such term is defined in the Agreement; and

third, 95% to the Limited Partners and 5% to the General
Partners.

Profits and Losses

Net profits and losses from operations of the Partnership
[computed without regard to any allowance for depreciation or cost
recovery deductions under the Internal Revenue Code of 1986, as
amended (the "Code")] for each taxable year of the Partnership
shall be allocated between the Limited Partners and the General
Partners in accordance with the ratio of aggregate distributions
of Operating Cash Flow attributable to such tax year, although if
no distributions are made in any year, net losses (computed without
regard to any allowance for depreciation or cost recovery
deductions under the Code) shall be allocated 99% to the Limited
Partners and 1% to the General Partners. Notwithstanding the
foregoing, all depreciation and cost recovery deductions allowed
under the Code shall be allocated 2.5% to the General Partners and
97.5% to the Taxable Class Limited Partners, as defined in the
Agreement.

The net profit of the Partnership from any sale or other
disposition of a Partnership property shall be allocated (with
ordinary income being allocated first) as follows: (a) first, an
amount equal to the aggregate deficit balances of the Partners'
Capital Accounts, as such term is defined in the Agreement, shall
be allocated to each Partner who or which has a deficit Capital
Account balance in the same ratio as the deficit balance of such
Partner's Capital Account bears to the aggregate of the deficit
balances of all Partners' Capital Accounts; (b) second, to the
Limited Partners until the Limited Partners have been allocated an
amount of profits equal to their 10% Cumulative Preferred Return
as of such date; (c) third, to the Limited Partners until the
Limited Partners have been allocated an amount of profit equal to
the amount of their Adjusted Investment; and (d) thereafter, 95%
to the Limited Partners and 5% to the General Partners. The net
loss of the Partnership from any sale or other disposition of a
Partnership property shall be allocated as follows: (a) first, an
amount equal to the aggregate positive balances in the Partners'
Capital Accounts, to each Partner in the same ratio as the positive
balance in such Partner's Capital Account bears to the aggregate
of all Partners' positive Capital Account balances; and (b)
thereafter, 95% to the Limited Partners and 5% to the General
Partners.

(3) TRANSACTIONS WITH RELATED PARTIES

The General Partners currently owe the Partnership approximately
$140,000 relating to the Distribution Guaranty Reserve.

The Partnership pays affiliates of the General Partners selling
commissions of 8-1/2% of the capital contributions received for
Units sold by the affiliates.

An affiliate of one of the General Partners provides securities
and real estate counsel to the Partnership.

Fees, commissions and other expenses paid or payable to the
General Partners or its affiliates for the six months ended June
30, 1996 and 1995 were as follows:

1996 1995
Selling commissions $12,307 $24,375
Management fees 21,620 20,846
Reimbursable operating expenses 61,174 36,000
Legal fees 285 4,341

(4) WORKING CAPITAL RESERVES

The Partnership has made distributions to Limited Partners for
calendar years 1993, 1994, 1995 and the first quarter of 1996 (the
final payment for each year from 1993-1995 is made the following
February 15). As contemplated in the Prospectus, the distributions
prior to full property specification exceeded the amount of
Operating Cash Flow, as such term is defined in the Agreement,
available for distribution. The Partnership set aside 1% of the
gross proceeds of its offering in a reserve (the "Distribution
Guaranty Reserve"). The Distribution Guaranty Reserve was
structured so as to enable the Partnership to make quarterly
distributions of Operating Cash Flow equal to at least 9.25% per
annum on Adjusted Investment during the period from the Escrow
Termination Date (February 28, 1989), as such term is defined in
Section H.3 of the Agreement, through the earlier of: (i) the
first anniversary of the Escrow Termination Date
(February 28, 1990); or (ii) the expenditure of 95% of the proceeds
available for investment in properties, which date was July 26,
1989. The General Partners guaranteed payment of any amounts in
excess of the Distribution Guaranty Reserve and were entitled to
receive any amounts of the Distribution Guaranty Reserve not used
to fund distributions.

In order to continue to maintain the 9.25% per annum
distribution through December 31, 1990, the General Partners agreed
to continue the Distribution Guaranty up to the net $140,000 of
Distribution Guaranty previously paid to them. At June 30, 1996
and December 31, 1995, $140,000 was due from the General Partners
related to the Distribution Guaranty.

<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership continues to raise additional funds through the
Plan. The Plan raised $4,059,178 through June 30, 1996 from
Limited Partners investing their distributions of Operating Cash
Flow in additional Units. As of June 30, 1996, Units valued at
$2,886,915, have been purchased by the Partnership from Limited
Partners liquidating their original investment in the Partnership
and have been retired. The Partnership has no funds available to
purchase additional property, excluding those raised through the
Plan.

The Partnership purchased the land and buildings underlying
seven Ponderosa restaurants in 1988, and owns a 99% equity interest
in an affiliated joint venture formed in 1988 which purchased the
land and buildings underlying six Ponderosa restaurants. In 1989,
the Partnership purchased the land and buildings underlying two
Taco Bell restaurants, formed a 51% equity interest in an
affiliated joint venture which purchased a Scandinavian Health Spa
and purchased the land and buildings underlying seven additional
Ponderosa restaurants. In 1990, the Partnership purchased the land
and buildings underlying a Children's World Learning Center, three
Hardee's restaurants, three Avis Lubes, a Blockbuster Video store
and two Children's World Learning Centers. The Partnership
purchased three Chi-Chi's restaurants in 1991. The Partnership's
acquisition process is now completed with the exception of
acquisitions made with funds raised through the Plan.

As previously discussed in the December 31, 1995 10-K,
beginning in September 1990, the Partnership did not receive rental
payments from the tenant at the Hardee's Albion, Michigan and St.
Johns, Michigan properties (the "Properties"). During the period
from March 1991 to April 1992, the Partnership operated the
Properties through an affiliated lessee. During that period the
operating expenses and management fees exceeded the revenues
generated from the restaurant by $398,915, which deficit was funded
by the Partnership. The Partnership's receivable from the
affiliated lessee was written off in 1994. The Partnership re-
leased these Properties to Jasaza, Inc., in January 1994, which
terminated its lease at the Properties in April, 1994. In the
third quarter of 1994, the Partnership recorded an allowance for
impairment of $500,000 related to an other than temporary decline
in the value of real estate for the Properties. In the fourth
quarter of 1994 the Partnership executed a lease with a Dairy Queen
franchisee to lease the St. Johns property at a monthly amount
lower than rent from the previous tenant. The Partnership
continues to actively market the Albion property.

In April 1994, the lessee of the Rock Hill, Missouri property
defaulted on its payment obligations and vacated the property. The
Partnership has continued to receive rent payments from the
guarantor, Avis Lube, Inc. Avis Lube, Inc. subleased the property
through March 1996 to an unaffiliated sublessee, Clarkson Investors
II, an auto/oil repair operator. The Partnership has signed a new
lease with the sublessee to operate the property after the initial
lease expired. The lease is for 42 months commencing March 26,
1996 and provides for annual base rent of $55,000. The new lease
rent is lower than the previous rent.

In February 1995, the Chi-Chi's restaurant in Clarksville, TN
closed due to poor sales. During the third quarter of 1995 the
Chi-Chi's restaurants in Charlotte, NC and Richmond, VA were
closed. The corporate obligor continues to make timely and
complete lease payments, per the terms of the lease, while actively
seeking subtenants.

In order to enhance the Partnership's diversity and overall
financial performance, the General Partners have recently agreed
to the following change within the Partnership's Ponderosa
portfolio. Ponderosa Unit #728 in Orchard Park, New York was
"swapped" with a Tony Roma's restaurant in Mesquite, Texas.
Metromedia Steakhouses will remain liable under the current lease
and Tony Roma's will sublease the property. The Partnership will
benefit from an immediate base rent increase as well as future base
rent and percentage rent increases not anticipated from the Orchard
Park property.

The Partnership has made distributions to Limited Partners for
calendar years 1993, 1994, 1995 and the first quarter of 1996 (the
final payment for each year from 1993-1995 being made the following
February 15). As contemplated in the Prospectus, the distributions
prior to full property specification exceeded the amount of
Operating Cash Flow, as such term is defined in the Agreement,
available for distribution. As described in Footnote 8 to the
section of the Prospectus on pages 8 and 9 entitled "Estimated Use
of Proceeds of Offering", the Partnership set aside 1% of the gross
proceeds of the Offering in a reserve (the "Distribution Guaranty
Reserve"). The Distribution Guaranty Reserve was structured so as
to enable the Partnership to make quarterly distributions of
Operating Cash Flow equal to at least 9.25% per annum on Adjusted
Investment during the period from the Escrow Termination Date
(February 28, 1989), as such term is defined in Section H.3 of the
Agreement, through the earlier of: (i) the first anniversary of
the Escrow Termination Date (February 28, 1990); or (ii) the
expenditure of 95% of the proceeds available for investment in
properties, which date was July 26, 1989. The General Partners
guaranteed payment of any amounts in excess of the Distribution
Guaranty Reserve and were entitled to receive any amounts of the
Distribution Guaranty Reserve not used to fund distributions.

In order to continue to maintain the 9.25% per annum
distribution through December 31, 1990, the General Partners agreed
to continue the Distribution Guaranty up to the net $140,000 of
Distribution Guaranty previously paid to them. At June 30, 1996,
$140,000 was due from the General Partners related to the
Distribution Guaranty.

Below is a table summarizing the historical data for
distribution per Unit invested:

Distribution
Date 1996 1995 1994 1993 1992 1991

February 15 $22.3597 $22.3597 $22.3597 $22.3597 $21.7386 $22.9808

May 15 22.3597 22.3597 22.3597 22.3597 21.7386 22.9808

August 15 22.3597 22.3597 22.3597 21.7386 21.7386

November 15 22.3597 26.1121 22.3597 21.7386 21.7386

The Partnership has entered into an agreement and plan of
merger dated as of June 14, 1996 (the "Merger Agreement") with
Brauvin Real Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser"). Pursuant to the terms of the Merger
Agreement, the Partnership proposes to merge with and into the
Purchaser through a merger (the "Merger") of its limited
partnership interests. In connection with the Merger, the
beneficial owners (the "Limited Partners") of the limited
partnership interests of the Partnership (the "Units") will receive
approximately $779.22 per Unit in cash. Promptly upon consummation
of the Merger, the Partnership will cease to exist and the
Purchaser, as the surviving entity will succeed to all of the
assets and liabilities of the Partnership. The affirmative vote of
the Limited Partners holding a majority of the Units is necessary
to approve the Merger.

The Partnership is currently in the process of drafting a
proxy statement, which will require prior review and comment by the
Securities and Exchange Commission (the "Commission"), to solicit
proxies for use at a special meeting of the Limited Partners (the
"Special Meeting") to be held at the offices of the Partnership at
a date in the near future. The purpose of the Special Meeting is
to vote upon the Merger and certain other matters as described
herein. The preliminary proxy materials of the Partnership has
been filed with the Commission and is substantially identical to
the proxy materials filed by Brauvin High Yield Fund L.P., a
Delaware limited partnership that is affiliated with the
Partnership.

By approving the Merger, the Limited Partners will also be
approving an amendment of the Restated Limited Partnership
Agreement of the Partnership, as amended (the "Partnership
Agreement") allowing the Partnership to sell or lease property to
affiliates (this amendment, together with the Merger shall be
referred to herein as the "Transaction"). In addition, the
Delaware Revised Uniform Limited Partnership Act (the "Act")
provides that a merger must also be approved by the general
partners of a partnership, unless the limited partnership agreement
provides otherwise. The Partnership Agreement does not address
this matter. Therefore, the Limited Partners will be asked to
adopt an amendment (the "Amendment") to the Partnership Agreement
which specifically provides that the general partners of the
Partnership (the "General Partners") will not be required to
approve the Transaction. If the Amendment is approved, the vote of
the Limited Partners holding a majority of the Units will be the
only vote necessary to approve the Transaction. Neither the Act
nor the Partnership Agreement provide the Limited Partners not
voting in favor of the Transaction with dissenters' appraisal
rights.

The actual redemption price will be based on the fair market
value of the properties of the Partnership (the "Assets") as
determined by an independent appraiser at such time as is specified
in the certificate of merger (the "Effective Time"), plus all
remaining cash of the Partnership (which will include earnings only
through July 31, 1996), less the Partnership's actual costs
incurred and accrued through the Effective Time, including
reasonable reserves in connection with: (i) the proxy
solicitation; (ii) the Transaction (as detailed in the Merger
Agreement); and (iii) the winding up of the Partnership, including
preparation of the final audit, tax return and K-1s (collectively,
the "Transaction Costs") and less all other Partnership
obligations.

Cushman & Wakefield Valuation Advisory Services ("Cushman &
Wakefield"), the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets. Cushman & Wakefield was
subsequently engaged to provide an opinion as to the fairness of
the Transaction to the Limited Partners from a financial point of
view. Cushman & Wakefield has preliminarily determined that the
fair market value of the Assets of the Partnership is $30,183,300,
which is approximately $748.09 per Unit. In addition, Cushman &
Wakefield is finalizing its opinion as to the fairness of the
Transaction to the Limited Partners from a financial point of view.

The General Partners are Jerome J. Brault, the managing
general partner of the Partnership (the "Managing General
Partner"), Brauvin Realty Advisors II, Inc., the corporate general
partner of the Partnership (the "Corporate General Partner"), Cezar
M. Froelich and David M. Strosberg. Mr. Froelich gave notice of
his intent to resign as a General Partner of the Partnership on May
23, 1996. Pursuant to the terms of the Partnership Agreement, Mr.
Froelich's resignation will become effective on the 90th day
following notice to the Limited Partners. The General Partners
will not receive any payment in exchange for the redemption of
their general partnership interests nor will they receive any fees
from the Partnership in connection with the Transaction.

The Managing General Partner and his son, James L. Brault, an
executive officer of the Corporate General Partner, will have a
minority ownership interest in the Purchaser. Therefore, the
Braults have an indirect economic interest in consummating the
Transaction that is in conflict with the economic interests of the
Limited Partners. Messrs. Froelich and Strosberg have no
affiliation with the Purchaser.

The Transaction is one of a series of related transactions
whereby the Purchaser seeks to acquire the Assets of the
Partnership and the assets, through purchase or merger, of Brauvin
High Yield Fund L.P., Brauvin Income Plus L.P. III and Brauvin
Corporate Lease Program IV L.P., Delaware limited partnerships
affiliated with the Partnership.

The General Partners have temporarily suspended all
distributions to Limited Partners and liquidations until there is
a vote on the Transaction.

Results of Operations - Six months ended June 30, 1996 and 1995

Results of operations for the six months ended June 30, 1996
reflected net income of $1,374,221 compared to net income of
$1,486,045 for the six months ended June 30, 1995, a decrease of
approximately $111,800. The decrease in net income is a result of
an increase in general and administrative expense, which was
partially offset by an increase in interest income.

Total income for the six months ended June 30, 1996 was
$2,129,780 as compared to $2,113,014 for the period ended June 30,
1995, an increase of approximately $16,800. The increase in total
income is primarily due to the increase in interest income, which
was the result of higher cash balances during 1996.

Total expenses for the six months ended June 30, 1996 were
$607,390 as compared to $478,170 for the period ended June 30,
1995, an increase of approximately $129,200. The increase in
expenses is primarily the result of an increase in general and
administrative expense due to the Partnership hiring an independent
real estate company to conduct property valuations. General and
administrative expense also increased in 1996 compared to 1995 as
a result of legal and other professional fees paid as a result of
the Transaction.

Results of Operations - Three months ended June 30, 1996 and 1995

Results of operations for the three months ended June 30, 1996
reflected net income of $678,608 compared to net income of $737,347
for the three months ended June 30, 1995, a decrease of
approximately $58,700. The decrease in net income is a result of
an increase in general and administrative expense

Total income for the three months ended June 30, 1996 was
$1,068,546 as compared to $1,063,045 for the period ended June 30,
1995, an increase of approximately $5,500. The increase in total
income is primarily due to the increase in rental income, which was
the result of increased percentage rent earned at certain of the
Partnerships properties.

Total expenses for the three months ended June 30, 1996 were
$316,179 as compared to $251,283 for the period ended June 30,
1995, an increase of approximately $64,900. The increase in
expenses is primarily the result of an increase in general and
administrative expense due to the Partnership hiring an independent
real estate company to conduct property valuations. General and
administrative expense also increased in 1996 compared to 1995 as
a result of legal and other professional fees paid as a result of
the Transaction.
<PAGE>
PROXY PROXY

BRAUVIN HIGH YIELD FUND L.P. II
SPECIAL MEETING OF LIMITED PARTNERS

THIS PROXY IS SOLICITED ON BEHALF OF
BRAUVIN HIGH YIELD FUND L.P. II

The undersigned hereby appoints Jerome J. Brault or his
designee with full power of substitution, the attorney and the
proxy of the undersigned, to represent and to vote, as designated
below, all units of limited partnership interest ("Units") of
Brauvin High Yield Fund L.P. II, a Delaware limited partnership
(the "Partnership") that the undersigned is entitled to vote if
personally present at the Special Meeting of Limited Partners of
the Partnership to be held on September 24, 1996, at 2:00 p.m.
(Chicago time), at the offices of the Partnership, 150 South
Wacker Drive, Suite 3200, Chicago, Illinois 60606 and at any
adjournment(s) or postponement(s) thereof. This proxy revokes
all prior proxies given by the undersigned.

The Proposals to authorize are:

1. Approval of the merger of the Partnership with and into
Brauvin Real Estate Funds, L.L.C., a Delaware limited liability
company, which approval will automatically result in the adoption
of an amendment to the Partnership's Restated Limited Partnership
Agreement, as amended, to allow the Partnership to sell or lease
property to affiliates.

For Against Abstain

2. Adoption of the amendment to the Partnership's Restated
Limited Partnership Agreement, as amended, to allow the majority
vote of the interest holders to determine the outcome of the
transaction without the vote of the general partners of the
Partnership.

For Against Abstain

3. In his discretion, the proxy is authorized to vote upon
such other business as may properly come before the Special
Meeting or any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED LIMITED PARTNER. IF NO
DIRECTION IS MADE ON THIS CARD, THE PROXY WILL BE VOTED "FOR"
PROPOSALS 1 & 2.

(Please See Reverse Side)
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED PRE-PAID ENVELOPE OR DELIVER TO: The Herman Group,
Inc., 2121 San Jacinto St., 26th Floor, Dallas, Texas 75201. If
you have any questions, please call (800) 992-6145. Facsimile
copies of the front and reverse sides of this Proxy, properly
completed and duly executed, will be accepted at (214) 999-9348
or (214) 999-9323.

Dated:________________________,
1996

___________________________________
Signature

___________________________________
Signature (if held jointly)

___________________________________
Title

Please sign exactly as name appears
hereon. When interests are held by
joint tenants, both should sign.
When signing as an attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please
sign in name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
<PAGE>

SPECIAL MEETING - September 24, 1996

YOUR VOTE IS EXTREMELY IMPORTANT

Regardless of the number of Units of Brauvin High Yield
Fund L.P. II you own, please vote by taking these simple
steps:

1. Please SIGN, MARK, DATE and MAIL the enclosed proxy card
in the enclosed, postage-paid envelope (or by facsimile)
as soon as possible before the Special Meeting on
September 24, 1996.

2. You may also transmit your proxy by facsimile to
(214) 999-9323 or (214) 999-9348. When voting your
proxy by facsimile, both sides of the proxy card must be
transmitted.

3. If you wish to vote "FOR" the Transaction and "FOR" the
Amendment, you must submit the enclosed proxy card.

4. If your Units are held for you in "street name" by a
bank or broker, the bank or broker may not give your
proxy without your instruction. Please call your bank
or broker and instruct your representative to vote "FOR"
the Transaction. Failure to return a proxy card,
abstention from voting and broker non-votes are the
equivalent of a vote "AGAINST" the Transaction and the
Amendment.

5. If you have any questions or require any additional
information concerning this Proxy Statement please
contact either:

Investor Services Department
BRAUVIN HIGH YIELD FUND L.P. II
150 South Wacker Drive
Chicago, Illinois 60606

Call Toll-Free (800) 272-8846

or our Information Agent who can also assist you in voting:

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

Call Toll-Free (800) 992-6145

PLEASE SIGN, MARK, DATE AND RETURN YOUR PROXY CARD TODAY.

TABLE OF CONTENTS
Page

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Transaction . . . . . . . . . . . . . . . . . . . . . 4
Related Transactions. . . . . . . . . . . . . . . . . . . 5
Amendment to the Partnership Agreement. . . . . . . . . . 5
The Special Meeting; Votes Required . . . . . . . . . . . 5
Purpose of and Reasons for the Transaction. . . . . . . . 6
Effects of the Transaction. . . . . . . . . . . . . . . . 7
Valuation of the Assets; Fairness Opinion . . . . . . . . 8
Recommendations of the General Partners and Their
Affiliates . . . . . . . . . . . . . . . . . . . . . 9
Conflicts of Interest . . . . . . . . . . . . . . . . . . 10

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . 10
Purpose of and Reasons for the Transaction. . . . . . . . 10
Alternatives to the Transaction . . . . . . . . . . . . . 16
Effects of the Transaction. . . . . . . . . . . . . . . . 18
Valuation of the Assets; Fairness Opinion . . . . . . . . 20
Recommendations of the General Partners and Their
Affiliates . . . . . . . . . . . . . . . . . . . . . 25
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . 29
Costs Associated with the Transaction . . . . . . . . . . 29

SPECIAL MEETING OF THE LIMITED PARTNERS. . . . . . . . . . . . 30
Special Meeting; Record Date. . . . . . . . . . . . . . . 30
Procedures for Completing Proxies . . . . . . . . . . . . 31
Votes Required. . . . . . . . . . . . . . . . . . . . . . 32
Solicitation Procedures . . . . . . . . . . . . . . . . . 32
Revocation of Proxies . . . . . . . . . . . . . . . . . . 33

TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . 33
The Merger Agreement. . . . . . . . . . . . . . . . . . . 33
Representations and Warranties of the Parties . . . . . . 35
Additional Agreements . . . . . . . . . . . . . . . . . . 36
Conditions to Closing the Transaction . . . . . . . . . . 36
Determination of Redemption Price . . . . . . . . . . . . 39
Termination of the Merger Agreement . . . . . . . . . . . 40
Amendment of the Merger Agreement . . . . . . . . . . . . 41
Amendment of Partnership Agreement. . . . . . . . . . . . 41
Related Transactions. . . . . . . . . . . . . . . . . . . 41

INCOME TAX CONSEQUENCES OF THE TRANSACTION . . . . . . . . . . 42
Federal Income Tax Consequences . . . . . . . . . . . . . 42
Differing Tax Treatment of the Limited Partners . . . . . 45

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . 46
Interests in the Purchaser. . . . . . . . . . . . . . . . 46
Purchaser Fees. . . . . . . . . . . . . . . . . . . . . . 46
Indemnification under the Partnership Agreement . . . . . 47
Indemnification by the Purchaser. . . . . . . . . . . . . 48

CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
ITS GENERAL PARTNERS AND THEIR AFFILIATES. . . . . . . . . . . 48
The Partnership . . . . . . . . . . . . . . . . . . . . . 48
The General Partners. . . . . . . . . . . . . . . . . . . 50
Description of the Assets . . . . . . . . . . . . . . . . 51
Distributions . . . . . . . . . . . . . . . . . . . . . . 61
Ownership of Units. . . . . . . . . . . . . . . . . . . . 62
Market for the Units. . . . . . . . . . . . . . . . . . . 62
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 63
Independent Certified Public Accountants. . . . . . . . . 63
Available Information . . . . . . . . . . . . . . . . . . 63

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 64

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 64

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 65

SCHEDULE I SELECTED ANNUAL FINANCIAL DATA
SCHEDULE II SELECTED QUARTERLY FINANCIAL DATA
ANNEX I VALUATION
ANNEX II FAIRNESS OPINION
ANNEX III * SELECTED FINANCIAL DATA FROM THE
PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995. . . . III-3
* MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AS SET FORTH IN THE
PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995. . . . III-12
* SELECTED FINANCIAL DATA FROM THE
PARTNERSHIP'S QUARTERLY REPORT ON FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 1996. . III-17
* MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AS SET FORTH IN THE
PARTNERSHIP'S QUARTERLY REPORT ON FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 1996. . III-26

<PAGE>