BRAUVIN INCOME PLUS L P III, PRER14A, 1996-08-12

BRAUVIN INCOME PLUS L P III
PRER14A, 1996-08-12
REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS

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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. 1)

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

Check the appropriate box:

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

BRAUVIN INCOME PLUS L.P. III
(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:

2,230,375 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 ($19,129,150) which are the subject
of this Schedule 14A, the Registrant is paying a filing
fee of $3,825.83 (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:

$19,129,150

5) Total fee paid:

$3,825.83

[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:
$3,825.83

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

3) Filing Party:
Brauvin Income Plus L.P. III

4) Date Filed:
July 19, 1996

<PAGE>
First Revised Preliminary Proxy Materials

BRAUVIN INCOME PLUS L.P. III
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

August __, 1996

To the Limited Partners of
Brauvin Income Plus L.P. III:

We are pleased to inform you that Brauvin Income Plus L.P. III
(the "Partnership") has entered into an agreement through which the
Partnership has agreed to merge with and into another entity, the
effect of which will be that each Limited Partner will receive
approximately $8.85 in cash, after taking into account all
estimated adjustments, for each of their units of limited partners
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, 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 $8.85 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 assets of
the Partnership which has been determined by an independent
appraiser to be $19,129,150, plus all remaining cash of the
Partnership, less 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 III, 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 III, Inc.) and his son, James L. Brault
(who is an executive officer of Brauvin Realty Advisors III, 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
also be approved by the general partners of a partnership, unless
the partnership agreement provides otherwise. As described in the
enclosed Proxy Statement, the Partnership's 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 __, 1996, at
__:00 a.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 __, 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,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 Limited
Partners who hold Units of record on the books of the Partnership
at the close of business on _________________, 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 of the Limited Partners (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 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 in the enclosed, postage-prepaid envelope
or by facsimile to (214) 999-9323 or (214) 999-9348 no later than
September __, 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 III, INC.,
Corporate General Partner

By:________________________________
Title: ____________________________

___________________________________
Jerome J. Brault, Managing General
Partner

JEROME J. BRAULT, THE MANAGING GENERAL PARTNER OF THE
PARTNERSHIP AND BRAUVIN REALTY ADVISORS III, 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, SUCH GENERAL
PARTNERS ARE SUBJECT TO CERTAIN CONFLICTS OF INTEREST WITH
RESPECT TO THE TRANSACTION. CEZAR M. FROELICH, THE OTHER
INDIVIDUAL GENERAL PARTNER, IS NOT RECOMMENDING THE TRANSACTION
SINCE HE BELIEVES 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 INCOME PLUS L.P. III

To be Held September __, 1996

To the Limited Partners
of Brauvin Income Plus L.P. III:

NOTICE IS HEREBY GIVEN, that a special meeting (the "Special
Meeting") of the Limited Partners of Brauvin Income Plus L.P.
III, 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 ______, September __,
1996, at __:00 a.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 $8.85 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 III, 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
this 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 III, 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, THE OTHER INDIVIDUAL GENERAL PARTNER, IS NOT
RECOMMENDING THE TRANSACTION SINCE HE BELIEVES 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 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 _________, 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 III,
INC., Corporate General
Partner

By:___________________________
Title:________________________

______________________________
Jerome J. Brault, Managing
General Partner

Chicago, Illinois
August __, 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 INCOME PLUS L.P. III
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

PROXY STATEMENT

For the Special Meeting of the Limited Partners
To be Held September __, 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 Income Plus L.P. III, a Delaware limited
partnership (the "Partnership") on or about August __, 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 ______, September __, 1996 at __:00
a.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 High Yield
Fund L.P. II (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 $8.85 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 $19,129,150, or
$8.58 per Unit, plus all remaining cash of the Partnership as of
the effective time of the Merger (the "Effective Time"), less
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 $.25 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 III, Inc. (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, the other individual
General Partner has 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 ________________, 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
2,230,375 Units, held of record by 1,627 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
April 13, 1989. The Partnership's Commission file number is 0-19219.
The General Partners are the Corporate General Partner,
the Managing General Partner and Cezar M. Froelich. 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. 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 $8.85 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 $19,129,150, or $8.58 per Unit, as of April 1, 1996 plus all
remaining cash of the Partnership as of the Effective Time, less
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 $.25 per Unit. Thus,
the actual redemption price will be subject to adjustment based
upon changes in these amounts 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.
Mr. Froelich has 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 __, 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
below under "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 below under "Special Factors -Purpose
of and Reasons for the Transaction - 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 $8.85 per Unit in
cash after taking into account all estimated adjustment 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 below under the section entitled
"Special Factors - Purpose of and Reasons for the Transaction -
Disadvantages and Risks of the Transactions," 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
below 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 $8.85 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 costs or benefits
associated with such ownership. See "Special Factors - Effects
of the Transaction," "Special Factors - Purpose of and Reasons
for the Transaction - Costs and Risks Associated with Continued
Ownership" and "Special Factors - Purpose of and Reasons for the
Transaction - Benefits 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
$32,130 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 under the heading "Special Factors -
Alternatives to the Transaction" below. 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 preliminarily valued the Assets at $18,927,890. The
Operating General Partners reviewed the initial valuation and
concluded that the values of the Assets set forth therein were
lower than expected due to changes and/or clarifications of
certain property and/or financial information not previously
provided to or not considered by Cushman & Wakefield. As a
result of subsequent considerations presented by the Operating
General Partners, the valuation was increased to $19,129,150,
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 properties , 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"
below 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 third-party offers.

Recommendations of the General Partners

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"
for a more detailed discussion of the following factors.

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 $575,000 to
$1,150,000 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. Mr. Froelich is not recommending the
Transaction since he believes 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 under the heading "Conflicts of Interest"
below. 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 $32,130 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" below.

In connection with the Affiliated Transactions, as described
below under "Terms of the Transaction - Related Transactions,"
the Purchaser has presented the Partnership with the Transaction.
The consideration of the Purchaser in presenting the Transaction
are described below under "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 $8.85 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 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 result
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.

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 April 13, 1989 to raise funds from investors to acquire debt-
free ownership of existing, free-standing, income-producing
retail, office and industrial real properties subject to
predominantly triple-net leases. The Partnership completed its
public offering on October 29, 1991 and raised a total of
$21,307,600. As of December 31, 1995, the Partnership had also
raised an additional $1,386,094 through its distribution
reinvestment plan. As of the date hereof, the Partnership owns
the land and buildings underlying 14 properties as well as a 99%
interest in a joint venture which owns a Chili's restaurant and a
6.4% interest in a joint venture that owns the land and building
underlying a CompUSA store. 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 $2,060,581, $2,007,702 and $1,973,921, 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 third of a series of affiliated
limited partnerships formed to acquire similar properties. The
Partnership's Prospectus dated October 30, 1989 (the
"Prospectus") states that the anticipated holding period for the
Partnership's properties is no more than seven to nine 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 Brauvin High Yield Fund L.P., one of the
Affiliated Limited Partnerships, is at the end of its anticipated
holding period of six to nine years for its properties and the
Partnership is nearing the end of the anticipated holding period
of seven to nine 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 $8.85 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.

The Partnership and Brauvin Corporate Lease Program IV L.P.,
one of the Affiliated Limited Partnerships, have respectively
received an additional expressions of interest and an offer from
an experienced owner of properties similar to those owned by the
Affiliated Limited Partnerships, as a result of their respective
proxy solicitation processes. The third-party offer received by
Brauvin Corporate Lease Program IV L.P. was rejected as it was
determined not to be as favorable as the Purchaser's offer. As
to the expression of interest for the Assets of the Partnership,
the Operating General Partners are in the process of providing
the due diligence materials requested by this potential purchaser
and should an offer be made that the Operating General Partners
believe to be more favorable to the Limited Partners, the Limited
Partners will be notified. As of this time there can be no
assurance that such potential purchaser will make an offer or on
what terms any such offer may be made. Mr. Froelich believes
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
distribution 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
assurances that a better offer for the acquisition of the Assets
may not be available now or in the future.

Risks and Related Costs Associated with Continued Ownership
of the Assets

The average remaining lease term for the Assets is 11.6
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. 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
$118,448 and $150,726, 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 $8.85 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 11.6 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. Therefore, 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 interested in acquiring a
portfolio of triple-net lease properties and thus limited the
salability of the Partnership's portfolio. Notwithstanding the
fact that 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 Mr. Froelich'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) 80% 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 11.6 years
makes the Assets less attractive to such purchaser.

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
Securities and Exchange Commission (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 $8.85 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 $19,129,150, or $8.58 per
Unit, plus cash on hand as of the Effective Time, less 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 $.25 per Unit. Thus, the actual
redemption price will be subject to adjustment based upon changes
in these amounts 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.

Thereafter, the Limited Partners will cease being owners of
the Partnership and will no longer bear the costs and risks
associated with such ownership. A description of such risks and
benefits is set forth above under the heading "Special Factors -
Purpose of and Reasons for the Transaction - Costs and Risks
Associated with Continued Ownership." However, the Limited
Partners thereafter will assume the risks associated with the
consummation of the Transaction. See "Special Factors - Purposes
of and Reasons for the Transaction - Disadvantages and Risks of
the Transaction" above.

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
$32,130 from the Purchaser (not the Partnership) for advisory
services rendered in connection with the Transaction.

Effects on the Purchaser

If the Transaction is 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 the redemption price
of $8.85 per Unit. In connection with the Merger, the Assets and
all of the 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
appraisal 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 $19,129,150 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.

Pursuant to the discounted cash flow analysis, Cushman &
Wakefield's valuation of the Assets totalled $18,927,890. As a
result of subsequent considerations presented by the Operating
General Partners the total of the valuations was increased to
$19,129,150, which is the amount allocated by the Purchaser to
the Assets in connection with the Transaction. The
considerations presented by the Operating General Partners
included clarification of certain lease provisions relating to
existing and new tenants and sub-tenants, as well as further
discussions relating to yield rates and market and renewal rent
parameters as a function of gross sales volumes for the
restaurant properties. The Operating General Partners have
reviewed and accept the final 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 that specifically
mentioned above. 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 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 above under the subheadings "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
beleived 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 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
$38,250 from the Partnership, plus out-of-pocket expenses, and
will be paid $12,900 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

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 a preliminary draft of
the valuation and concluded that the values of the
properties set forth therein were lower than expected. As a
result of subsequent considerations presented by the
Operating General Partners, the fair market value as set
forth in the Valuation was increased. 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, and 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 above under "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 $575,000 to
$1,150,000 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
"Special Factors - Valuation of the Assets; Fairness
Opinion" above 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 Partnership is approaching the end of the
seven to nine year holding period for the Assets 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 11.6 years, the Assets may become
more difficult to sell. These costs and risks are
highlighted above under the "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 $118,448 and $150,726 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
$9.20 and $7.25, which represents transactions for 16,891
Units from December 1, 1995 through February 29, 1996. Over
the past 12 months, 48,208.06 Units were sold in private
transactions in the "secondary" market.

* Comparison of the per Unit price to be paid in connection
with the Transaction to current and historical market prices
of the Units indicates that the per Unit redemption price is
well within the range of such market prices.

* 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 $16,342,922 as reflected on the Partnership's financial
statements as of March 31, 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 were 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. Mr. Froelich is
not recommending the Transaction because he believes 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 $ 50,300
Fairness Opinion and related expenses 12,900
Printing and mailing costs 12,000
Accounting 10,700
Title, survey and environmental reports 105,000
Proxy solicitation fees 15,000
Other, including filing fees 47,500

Total $253,400

All of the foregoing fees and expenses will be paid by the
Partnership from cash from operations. Of such fees and expenses
$13,215 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
$45,600 of which $19,125 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 $32,130 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 __, 1996, at the offices of the Partnership, 150
South Wacker Drive, Chicago, Illinois 60606, at 9:00 a.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 ________________, 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 2,230,375 Units
outstanding and entitled to vote, held of record by 1,627 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 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 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 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, (800) 992-6145. 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., a Delaware
limited partnership affiliated with the Partnership, and Brauvin
High Yield Fund L.P. II, a Delaware limited partnership
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 Transaction, 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
Transaction shall become effective at such time as is specified
in the certificate of merger. Following the Transaction, 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, 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 $8.85 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 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 15, 1996. Should the Transaction not be consummated by
September 15, 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 _________, 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 2,230,375
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 or preclude the
Partnership or any of its Assets, except as otherwise disclosed;
(vi) the Partnership has made all required filings with the
Securities and Exchange 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 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 obligations, 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 $563,000 and $331,000,
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 $19,129,150. As of
June 30, 1996, cash and cash equivalents held by the Partnership
were approximately $981,900. 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 $373,700.
Therefore, the Operating General Partners estimate the redemption
price per Unit to be as follows:

Appraised value of the Assets $19,129,150

Cash on hand as of June 30, 1996 981,900

Transaction Costs and other
estimated liabilities net of
remaining earnings ( 373,700)

Estimated cash available for
distribution $19,737,350

Number of Units 2,230,375

Estimated redemption price per Unit $ 8.85

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 hereto, 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; or (xi) by the
Partnership, if there shall have been a failure of the Purchaser
to obtain the necessary commitment for financing as described
herein. 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
hereto; provided, however, that after Limited Partner 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 High
Yield Fund L.P. II 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 the 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.

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 the Braults and certain other
members of the management of the Corporate General Partner being
minority equity participants in the Purchaser. The amount of
such equity participation in the Purchaser has not been finally
determined, but will be dependent on meeting certain performance
standards and will range from 0% to 20%. Notwithstanding the
Braults minority ownership interest in the Purchaser, the
Operating 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 $32,130 from the
Purchaser (not the Partnership) for advisory services rendered in
connection with the Transaction.

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 and Cezar M.
Froelich 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 April 13, 1989 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 and
industrial real properties subject to predominantly triple-net
leases. The Partnership raised a total of $21,307,600 through
its offering to the public which commenced on October 30, 1989
and terminated on October 29, 1991, as well as an additional
$1,386,094 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 $422,662 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 14 properties as well as a 99% interest in a
joint venture which owns a Chili's restaurant and a 6.4% interest
in a joint venture which owns the land and building underlying a
CompUSA store. See the subsection entitled "Description of the
Assets," below. All of the Assets are under lease.

The original objectives of the Partnership were the:
(i) preservation and protection of capital; (ii) distribution of
current cash flow from the Partnership's cash flow attributable
to rental income; (iii) capital appreciation; (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
deferral of the taxation of cash distributions for Taxable Class
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
1994. The Partnership did not acquire any properties in 1994,
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 below entitled
"Distributions." As distributions of operating cash flow to the
Limited Partners will be 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
III, 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 directors
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 each of the directors
and 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 of the
Partnership 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 of the Partnership 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 of 1996.
Prior to that time, he was the Chief Financial Officer of
Giordano's Enterprises, a privately held, forty 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,
refinancing the company's indebtedness and the financing of new
restaurants. From 1987 to 1989, Mr. Aynessazian worked in the
accounting compliance and tax department of 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 Partnership 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 ninety days from June 20, 1996, the date notice of such
resignation was first given to the Limited Partners.

Description of the Assets

The Partnership currently owns 14 income-producing
properties as well as a 99% interest in a joint venture which
owns a Chili's restaurant and a 6.4% interest in a joint venture
that owns the land and building underlying a CompUSA store,
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 lease
payments due the Partnership are current. With the exception of
the Chi-Chi's in Hickory, North Carolina (as discussed in the
following summary), 100% of the properties are occupied and all
properties were paid for in cash, without any financing. The
General Partners believe that all properties are adequately
insured. A description of each of the properties owned by the
Partnership follows.

Ponderosas:

Kissimmee, Florida

The property is located at 4042 West Vine Street. The
structure, built in 1980, is a one-story, 5,360 square foot
building constructed with wood trim over wood frame on an
approximately 60,000 square foot site.

Waukegan, Illinois

The property is located at 2915 Belvidere Road. The
structure, built in 1970 and renovated in 1986, is a one-story,
4,700 square foot building constructed with wood and painted
concrete block with wood trim over wood frame on an approximately
49,300 square foot site.

Elmburst, Illinois

The property is located at 856 North York Road. The
structure, built in 2969, is a one-story, 4,700 square foot
building constructed with painted stucco and wood trim over wood
frame on an approximately 41,000 square foot site.

Dayton, Ohio

The property is located at 726 Miller Lane. The structure,
built in 1985 and renovated in 1986, is a one-story, 6,060 square
foot building constructed with stucco over wood frame on an
approximately 116,800 square foot site. In August 1995,
Metromedia, the parent of Ponderosa, closed the Dayton, Ohio
restaurant and subsequently reopened it as a Bennigan's
restaurant in January 1996. Per the terms of the lease,
Metromedia continued to make all rent and certain occupancy
payments to the Partnership.

Kansas City, Missouri

The property is located at 7210 Northeast 43rd Street. The
structure, built in 1987, is a one-story, 5,400 square foot
building constructed with stucco over wood frame on an
approximately 61,420 square foot site.

Chi-Chi's:

Buffalo, New York

The property is located at the intersection of Nile Strip
and McKinley Parkway at the entrance to a regional mall. The
restaurant is situated on a 1.5 acre site and contains 7,270
square feet with a seating capacity of 280 people.

Hickory, North Carolina

The property is located at 2060 Highway 70 Southeast in
Hickory, adjacent to the Valley Hill Mall, a 625,000 square foot
regional shopping center. The property was built in 1990 and
consists of a 5,678 square foot restaurant located on an
approximately 50,000 square foot land parcel.

During 1995, Chi-Chi's, the sub-tenant under the master
lease with Foodmaker, Inc. ("Foodmaker"), closed its Hickory,
North Carolina restaurant because it was not profitable. Under
the terms of the lease, Foodmaker, the master tenant and
guarantor, is continuing to pay rent for this property.
Chi-Chi's has undertaken to re-lease the closed restaurant. In
the second quarter of 1996, a sub-tenant executed a second
sub-lease with Chi-Chi's for the Hickory, North Carolina property
and is expected to commence operations in August 1996. Foodmaker
will continue to be the guarantor under terms of the second
sub-lease.

International House of Pancakes:

Denver, Colorado

This property consists of a 4,500 square foot building on
approximately one acre of land. The property is positioned on an
outparcel of a 350,000 square foot shopping mall located on
Highway 285, a major east/west traffic route in Denver. The
restaurant opened in March 1989.

Applebee's:

St. Charles, Missouri

This property consists of a 4,140 square foot building on a
66,516 square foot parcel of land. The building is a
square-shaped, one-story, wood-framed and brick-faced structure
which was completed in December 1990. The dining area seated 159
patrons, but was expanded in 1992 to add another 38 seats at a
cost to the Partnership of $79,974, and has a U-shaped bar.

Sports Unlimited:

The following real properties are the only real properties
that constitutes 10% or more of the total assets or gross
revenues of the Partnership.

On September 17, 1991, the Partnership purchased from an
entity unaffiliated with the Partnership the land and buildings
underlying two Sports Unlimited sporting goods stores
(collectively, the "Stores") for $4,350,000, plus closing costs.
The Stores are located in Winter Park, Florida, a suburb of
Orlando, and Charlotte, North Carolina. The Partnership owns
each of the Stores on a fee simple basis. The Stores are not
subject to any material mortgages, liens or other encumbrances.
The Stores have been 100% occupied during the last five years.

The Stores are leased to and operated by Sports and
Recreation, Inc. ("SRI") and SRI Holdings, Inc. (collectively,
the "Tenant"). The leases are for 20 years maturing in September
2011, with two ten-year renewal options. The 1995 annual rent
for the Winter Park, Florida Store is $297,161.76 and for the
Charlotte, North Carolina Store is $230,451.96. The base rent
will increase in the third lease year effective January 1, 1994,
the seventh lease year and every three years thereafter in
accordance with increases in the Consumer Price Index, not to
exceed 4% per annum. Pursuant to the triple-net lease, the
Tenant is responsible for all obligations and expenses incident
to the operation and maintenance of the Stores including all
taxes, insurance premiums and structural repairs. The Tenant,
based on the February 3, 1991 consolidated financial statements,
had sufficient net worth and, accordingly, the General Partners
determined that lease insurance, although not presently
available, would not be required for these acquisitions. The
average effective annual rental per square foot for the Winter
Park, Florida Store for each of the last five years is $7.42,
$7.53 and $7.04, for the years ended 1995, 1994 and 1993,
respectively. The average effective annual rental per square
foot for the Charlotte, North Carolina Store for each of the last
five years is $9,86, $10.04 and $9.94, for the years ended 1995,
1994 and 1993, respectively.

The Federal income tax basis of the Winter Park, Florida
Store is $1,104,293 and of the Charlotte, North Carolina Store is
$1,291,480. Depreciation is calculated on the straight line
method which varies between 31 years and 40 years (15 and 20
years for the improvements). Annual realty taxes for 1995 were
$30,089.39 for the Winter Park, Florida Store and $23,671.26 for
the Charlotte, North Carolina Store.

Orlando, Florida

This property is located at 2075 Semoran Blvd. in Winter
Park, Florida, a suburb of Orlando, and consists of a 40,000
square foot building on 3.8 acres of land. The building is
single-story concrete construction with a flat, built-up
composition roof over metal decking supported by steel bar
joists. The building was completed in 1988.

Charlotte, North Carolina

This property is located at 7300 E. Independence Blvd and
consists of a 30,000 square foot building on 2.5 acres of land.
The building is single-story concrete construction completed in
1987.

Chili's:

Midland, Texas

The Partnership owns a 99% interest in a joint venture, with
an affiliated public real estate limited partnership, that
acquired the Chili's property. This property is located at 4610
N. Garfield Street in Midland, Texas. The property consists of a
6,213 square foot building situated on a 45,540 square foot site
as an out-parcel at a shopping center complex consisting of five
buildings. The property is single-story construction framed in a
combination of steel, wood and brick. The property was completed
in 1984.

Steak n Shake:

Collinsville, Illinois

This property is located approximately 10 miles east of St.
Louis, Missouri. The property contains 3,560 square feet on a
38,770 square foot parcel of land. The single-story property was
constructed in 1991.

Indianapolis, Indiana

This property is located at 1501 E. 86th Street on a corner
lot at the intersection of Westfield Boulevard and 86th Street.
The property contains 4,760 square feet on a 1.27 acre site. The
single-story property was constructed in 1974.

Indianapolis, Indiana

This property is located at 8460 N. Michigan Road as an
outparcel of a K-Mart anchored shopping center. The property
contains 3,860 square feet on a 0.918 acre site. The
single-story property was constructed in 1989.

CompUSA:

The Partnership owns a 6.4% interest in a joint venture,
with affiliated public real estate limited partnerships, that
acquired the land and building underlying a CompUSA store. The
CompUSA store is a 25,000 square foot single story building
located on a 105,919 square foot parcel in Duluth, Georgia, a
suburb of Atlanta, in the Gwinnett Place Mall Shopping area. The
single story building was completed in March 1993 utilizing a
frame of steel and concrete block.

Distributions

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $2,060,581, $2,007,702 and $1,973,921, respectively, of
which $1,756,847, $1,668,247 and $1,614,428, respectively,
represented net income of the Partnership. Cash distributions to
Limited Partners for the first quarter of 1996 were $517,874 of
which $400,014 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 1994, 1995 or 1996 was a
result of a sale of assets. 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 $0.2313 $0.2313 $0.2250 $0.2250 $0.2313

May 15 0.2313 0.2313 0.2250 0.2250 0.2313

August 15 0.2313 0.2250 0.2250 0.2250

November 15 0.2313 0.2313 0.2250 0.2250

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 6,450.000 $10.00 $10.00
June 30, 1994 3,204.087 $10.00 $10.00
September 30, 1994 2,249.256 --- ---
December 31, 1994 1,240.214 $10.00 $10.00

March 31, 1995 9,398.393 --- ---
June 30, 1995 --- $10.00 $10.00
September 30, 1995 200.000 --- ---
December 31, 1995 --- --- ---

March 31, 1996 4,031.000 $10.00 $10.00
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
Schedule I hereto, and the Quarterly Report on Form 10-Q for the
period ended March 31, 1996, excerpts from which are included on
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 Braults have a minority ownership position in the
Purchaser. For information with respect to the Braults, see
"Certain Information About the Partenership, Its General Partners
and their Affiliates - The General Partners. " In addition,
certain other members of the Corporate General Partner's
management may participate in the ownership of the Purchaser.
Mr, Froelich has no affiliation with 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
anticipated that the members of the Purchaser will be a number of
unrelated, institutional investors.

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 in the
Partnership's Annual Report to Limited Partners which was
distributed to the Limited Partners on May 1, 1996 and are
included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995, the Partnership's Annual Report, as
amended, on Form 10-K/A for the year ended December 31, 1995 and
the Partnership's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, which are incorporated herein by reference.
For information with respect to obtaining copies of information
incorporated by reference, see "Incorporation by Reference"
below.

The Partnership's ratio of earnings to fixed charges for
each of March 31, 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 first
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 Annual Report, as amended, on Form
10-K/A for the year ended December 31, 1995;
3. The Partnership's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
4. The Partnership's Current Report on Form 8-K dated
May 23, 1996 and filed on June 21, 1996;
5. The Partnership's Current Report, as amended, on Form
8-K/A dated May 23, 1996 and filed on July 24, 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 INCOME PLUS L.P. III
(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 $ 2,249,447 $ 2,157,975 $ 2,121,744 $ 1,978,171 $ 1,120,686
Interest Income 22,397 27,246 6,086 49,654 286,350
Net Income 1,756,847 1,668,247 1,614,428 1,439,149 869,546
Net Income Per Unit (a) $ 0.78 $ 0.76 $ 0.73 $ 0.65 $ 0.50

Selected Balance Sheet Data:
Cash and Cash Equivalents $ 1,069,555 $ 925,719 $ 579,340 $ 380,001 $ 4,122,377
Land, Buildings and Improvements 18,308,792 18,308,792 18,308,792 18,308,792 14,462,299
Total Assets 17,780,591 18,027,140 18,066,905 18,075,034 18,402,008
Cash Distributions to General Partners 44,237 5,500 --- --- ---
Cash Distributions to Limited Partners (b) 2,060,581 2,007,702 1,973,921 1,958,231 1,345,657
Cash Distributions to Limited Partners
Per Unit (a) $ 0.93 $ 0.91 $ 0.91 $ 0.91 $ 0.79
Book Value Per Unit (c) $ 7.77 $ 7.92 $ 8.08 $ 8.25 $ 8.51

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 $17,867, $19,933, $17,705, $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.

</TABLE>
<PAGE>
SCHEDULE II

BRAUVIN INCOME PLUS L.P. III
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995

Selected Income Statement Data:

Rental Income $ 546,007 $ 536,818

Interest Income $ 9,814 $ 10,195

Net Income $ 400,014 $ 411,689

Net Income Per Unit (a) $ 0.18 $ 0.18

Selected Balance Sheet Data:

Cash and Cash Equivalents $ 1,023,482 $ 820,853

Land, Buildings and
Improvements $18,308,792 $18,308,792

Investment in Brauvin
Gwinnett County Venture $ 153,230 $ 155,048

Total Assets $17,651,005 $17,810,754

Cash Distributions to General
Partners $ 10,553 $ 13,000

Cash Distributions to
Limited Partners $ 517,874 $ 512,617

Cash Distributions to Interest
Holders Per Unit (a) $ 0.23 $ 0.23

Book Value Per Unit (b) $ 7.72 $ 7.87

____________________________________

(a) Net income per Unit and cash distributions to Limited
Partners per Unit are based on the average Units
outstanding during the quarter 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 is based on the Units outstanding at
the end of the applicable period.
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT

Regardless of the number of Units of Brauvin Income Plus L.P.
III 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 __, 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. A broker non-vote is 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 Income Plus L.P. III
150 South Wacker Drive
Chicago, Illinois 60606

Call Toll-Free (800) 272-8846

or our solicitation 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.

<PAGE>
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. . . . . . . . 5
Effects of the Transaction. . . . . . . . . . . . . . . . 7
Valuation of the Assets; Fairness Opinion . . . . . . . . 8
Recommendations of the General Partners . . . . . . . . . 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 . . . . . . . . . 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

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . 45
Interests in the Purchaser. . . . . . . . . . . . . . . . 45
Purchaser Fees. . . . . . . . . . . . . . . . . . . . . . 45
Indemnification under the Partnership Agreement . . . . . 46
Indemnification by the Purchaser. . . . . . . . . . . . . 47

CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
ITS GENERAL PARTNERS AND THEIR AFFILIATES. . . . . . . . . . . 47
The Partnership . . . . . . . . . . . . . . . . . . . . . 47
The General Partners. . . . . . . . . . . . . . . . . . . 49
Description of the Assets . . . . . . . . . . . . . . . . 50
Distributions . . . . . . . . . . . . . . . . . . . . . . 54
Ownership of Units. . . . . . . . . . . . . . . . . . . . 55
Market for the Units. . . . . . . . . . . . . . . . . . . 55
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 56
Independent Certified Public Accountants. . . . . . . . . 56
Available Information . . . . . . . . . . . . . . . . . . 56

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 57

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 58

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 58

ANNEX I - VALUATION

ANNEX II - FAIRNESS OPINION

<PAGE>
Annex I

Valuation of Cushman & Wakefield

<TABLE>
BRAUVIN INCOME PLUS L.P. III

<CAPTION>
UNIT % OWNED PROPERTY PROPERTY STREET
NO. FUND BY FUND TYPE NAME CITY ADDRESS ST.
<S> <C> <C> <C> <C> <C> <C> <C>
4 BIP3 100.00% RETAIL SPORTS UNLIMITED WINTER PARK 2075 SEMORAN BOULEVARD FL
7 BHYF 6.30% RETAIL COMPUSA DULUTH 3825 VENTURE DRIVE GA
9 BIP3 100.00% SIT-DOWN STEAK N SHAKE COLLINSVILLE 606 NORTH BLUFF ROAD IL
11 BIP3 100.00% SIT-DOWN STEAK N SHAKE INDIANAPOLIS 1501 EAST 86TH STREET IN
12 BIP3 100.00% SIT-DOWN STEAK N SHAKE INDIANAPOLIS 8640 NORTH MICHIGAN ROAD IN
15 BIP3 100.00% SIT-DOWN APPLEBEE'S ST. CHARLES 2921 SOUTH SERVICE ROAD MO
16 BIP3 100.00% RETAIL SPORTS UNLIMITED CHARLOTTE 7300 EAST INDEPENDENCE BLVD. NC
20 BIP3 100.00% SIT-DOWN CHILI'S MIDLAND 4610 NORTH GARFIELD TX
164 BIP3 100.00% SIT-DOWN PONDEROSA WAUKEGAN 2915 WEST BELVIDERE ROAD IL
173 BIP3 100.00% SIT-DOWN PONDEROSA (SUN FLOWER) ELMHURST 856 NORTH YORK ROAD IL
360 BIP3 100.00% SIT-DOWN CHI-CHI'S HAMBURG 1120 MCKINLEY EXPRESSWAY NY
401 BIP3 100.00% SIT-DOWN IHOP DENVER 3100 SOUTH SHERIDAN BLVD. CO
401B BIP3 100.00% SIT-DOWN CHI-CHI'S HICKORY 2060 HIGHWAY 70 SE NC
856 BIP3 100.00% SIT-DOWN BENNIGAN'S DAYTON 7260 MILLER LANE OH
1005 BIP3 100.00% SIT-DOWN PONDEROSA KISSIMMEE 4024 WEST VINE STREET FL
1069 BIP3 100.00% SIT-DOWN PONDEROSA KANSAS CITY 7210 N.E. 43RD STREET MO

</TABLE>
<PAGE>
<TABLE>
BRAUVIN INCOME PLUS L.P. III

<CAPTION>
CUSHMAN AND WAKEFIELD VALUATION INDICATORS
UNIT % OWNED PROPERTY PROPERTY BLG. LAND YEAR YEAR 1 TERMINAL TOTAL VALUE
NO. FUND BY FUND TYPE NAME SF SF BUILT C & W VALUE $NOI OAR IRR OAR OF FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4 BIP3 100.00% RETAIL SPORTS UNLIMITED 39,613 165,528 1988 $2,660,000 $272,201 10.23% 12.00% 11.00% $2,660,000
7 BHYF 6.30% RETAIL COMPUSA 26,150 105,919 1992 2,050,000 228,603 11.15% 12.00% 11.00% 129,150
9 BIP3 100.00% SIT-DOWN STEAK N SHAKE 3,430 38,000 1991 1,110,000 118,993 10.72% 12.25% 11.50% 1,110,000
11 BIP3 100.00% SIT-DOWN STEAK N SHAKE 3,892 90,343 1975 890,000 97,245 10.93% 12.25% 11.50% 890,000
12 BIP3 100.00% SIT-DOWN STEAK N SHAKE 3,860 39,988 1990 830,000 90,804 10.94% 12.25% 11.50% 830,000
15 BIP3 100.00% SIT-DOWN APPLEBEE'S 4,140 66,516 1990 1,670,000 172,237 10.31% 12.25% 11.50% 1,670,000
16 BIP3 100.00% RETAIL SPORTS UNLIMITED 30,000 108,900 1987 2,110,000 211,203 10.01% 12.00% 11.00% 2,110,000
20 BIP3 100.00% SIT-DOWN CHILI'S 6,213 45,540 1984 1,290,000 134,249 10.41% 12.50% 11.50% 1,290,000
164 BIP3 100.00% SIT-DOWN PONDEROSA 4,753 49,288 1969 860,000 107,658 12.52% 12.50% 11.50% 860,000
173 BIP3 100.00% SIT-DOWN PONDEROSA
(SUN FLOWER) 5,250 41,083 1970 590,000 71,460 12.11% 12.50% 11.50% 590,000
360 BIP3 100.00% SIT-DOWN CHI-CHI'S 7,270 80,020 1990 1,530,000 156,977 10.26% 12.25% 11.50% 1,530,000
401 BIP3 100.00% SIT-DOWN IHOP 4,457 40,000 1989 800,000 88,687 11.09% 12.25% 11.50% 800,000
401B BIP3 100.00% SIT-DOWN CHI-CHI'S 5,904 45,690 1990 1,120,000 123,341 11.01% 13.50% 11.50% 1,120,000
856 BIP3 100.00% SIT-DOWN BENNIGAN'S 6,000 116,872 1986 1,120,000 127,530 11.39% 12.50% 11.50% 1,120,000
1005 BIP3 100.00% SIT-DOWN PONDEROSA 5,404 60,000 1985 1,460,000 163,500 11.20% 12.50% 11.50% 1,460,000
1069 BIP3 100.00% SIT-DOWN PONDEROSA 5,745 61,208 1988 960,000 123,292 12.84% 12.50% 11.50% 960,000

</TABLE>
<PAGE>
Annex II

Cushman & Wakefield Fairness Opinion

[LETTERHEAD OF CUSHMAN & WAKEFIELD, INC.
51 West 52nd Street
New York, NY 10019-6178
(212)841-7500]

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 S. Wacker Dr., 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 please 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 Partnerships 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 Units 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 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 that 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 CAPTEC Financial Group,
Inc (Captec) on July 17, 1996. Based on this analysis, Cushman &
Wakefield advised the Partnership that in its opinion the Captec
offer is less favorable to the Limited Partners than the proposed
transaction.

Sincerely,
Cushman & Wakefield, Inc.

Stanley R. Dennis, Jr. MAI
Director, Manager

Frank P. Liantonio, MAI, CRE
Executive Managing Director

James W. Montanari
Managing Director.
<PAGE>
BRAUVIN INCOME PLUS L.P. III, 150 South Wacker Drive, Suite 3200,
Chicago, Illinois 60606

This Proxy is Solicited on Behalf of Brauvin Income Plus L.P. III

The undersigned hereby appoints Jerome J. Brault, 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 Income Plus
L.P. III, 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 __, 1996, at __:00 a.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.

(Please mark each proposal with an "X" in the appropriate box)

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 OF 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 THEREOF.

PLEASE SIGN, MARK, DATE AND RETURN YOUR PROXY CARD TODAY IN THE
ENCLOSED ENVELOPE.

SEE REVERSE SIDE
<PAGE>
This Proxy, when properly executed, will be voted in the
manner directed herein. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1 and 2.

Please date and sign this proxy exactly
as your name appears hereon and return
this proxy in the enclosed postage
prepaid envelope.

_____________________________________________
(Signature)

_____________________________________________
(Signature, if held jointly)

_____________________________________________
(Title)

Dated:_______________________________________

When Units are held by joint tenants,
both should sign. When signing as
attorney in fact, executor,
administrator, trustee, guardian,
corporate officer or partner, please
give full title as such. If a
corporation, please sign in corporate
name by President or other authorized
officer. If a partnership, please sign
in partnership name by authorized
person.

<PAGE>