BRAUVIN CORPORATE LEASE PROGRAM IV L P, PRE13E3/A, 1996-08-09

BRAUVIN CORPORATE LEASE PROGRAM IV L P
PRE13E3/A, 1996-08-09
REAL ESTATE

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<PAGE>

Schedule 13E-3

Reg. SS 240.13e-100. Schedule 13E-3, Transaction Statement
Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 [SS 240.13e-3] thereunder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (SS 240.13e-3) thereunder)
[Amendment No......1......]

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(Name of the Issuer)

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.; BRAUVIN REALTY
ADVISORS IV, INC.; JEROME J. BRAULT; AND
BRAUVIN REAL ESTATE FUNDS, L.L.C.
(Name of Person(s) Filing Statement)

Units of Limited Partnership Interests
(Title of Class of Securities)

NONE
(CUSIP Number of Class of Securities)

James L. Brault, Brauvin Real Estate Funds, 150 South Wacker
Drive, Suite 3200, Chicago, Illinois 60606, (312) 443-0922
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)

This statement is filed in connection with (check the
appropriate box):

a. [ X ] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR 240.14a-1
to 240.14b-1]. Regulation 14C [17 CFR 240.14c-1 to 240.14c-101]
or Rule 13e-3(c) [SS 240.13e-3(c)] under the Securities Exchange
Act of 1934. [Amended in Release No. 34-23789 (paragraph
84,044), effective January 20, 1987, 51 F.R. 42048.]

b. [ ] The filing of a registration statement under the
Securities Act of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies [X]
<PAGE>

Calculation of Filing Fee

Transaction valuation* Amount of filing fee
$12,489,100 $2,497.82

Based upon the aggregate cash to be paid for the
Registrant's assets ($12,489,100) which are the subject
of this Schedule 13E-3, the Registrant is paying a filing
fee of $2,497.82 (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).

*Set forth the amount on which the filing fee is calculated and
state how it was determined.

[x] Check box if any part of the fee is offset as provided by
Rule O-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its filing.

Amount previously paid: $2,497.82
Form of Registration: Schedule 14A
Filing Party: Brauvin Corporate Lease Program IV L.P.
Date Filed: May 29, 1996

<PAGE>
INTRODUCTION

This Rule 13E-3 Transaction Statement (the "Statement") is
being filed jointly by Brauvin Corporate Lease Program IV L.P., a
Delaware limited partnership (the "Partnership"), Brauvin Realty
Advisors IV, Inc., the Corporate General Partner of the
Partnership (the "Corporate General Partner"), Jerome J. Brault,
the Managing General Partner of the Partnership (the "Managing
General Partner") and Brauvin Real Estate Funds L.L.C., a
Delaware limited liability company (the "Purchaser"), with
respect to the Partnership's units of limited partnership
interest (the "Units"). This Statement relates to the proposed
sale (the "Sale") of substantially all of the Partnership's
assets to the Purchaser pursuant to an Agreement for Purchase and
Sale of Assets dated as of June 14, 1996 (the "Acquisition
Agreement") between the Partnership and the Purchaser. The
Managing General Partner and his son, James L. Brault
(collectively, the "Braults") have a minority ownership interest
in the Purchaser. The Braults are executive officers of and the
Managing General Partner is a director of the Corporate General
Partner. Thus, two of the General Partners of the Partnership
have a conflict of interest with respect to the Sale. If the
Sale is approved by the beneficial owners of the Units (the
"Limited Partners") holding a majority of the Units at the
special meeting of Limited Partners and certain other conditions
are met, the Purchaser will acquire the Partnership's interests
in the properties of the Partnership, the Limited Partners will
receive liquidating distributions from the proceeds of the Sale
and the Partnership will be liquidated and dissolved in
accordance with the terms of its Restated Limited Partnership
Agreement, as amended.

Prior to the filing of this Statement, the Partnership filed
a Proxy Statement on Schedule 14A (the "Proxy Statement"), with
exhibits, with the Securities and Exchange Commission. The
cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the
Proxy Statement of the information required to be included in
response to the items in this Statement. The information in the
Proxy Statement, which is attached hereto as Exhibit 17(d), is
expressly incorporated herein by reference and the responses to
each item are qualified in their entirety by the provisions of
the Proxy Statement.

<PAGE>
CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)

Location of Item in
Item in Schedule 13E-3 Schedule 14A

Item 1 (a) . . . . . . Cover and Introduction

(b) . . . . . . Cover and Introduction

(c) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- Market for
the Units"

(d) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- Distributions"

(e) . . . . . . * Not applicable

(f) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- Market for
the Units"

Item 2 (a) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The
Partnership," "Certain
Information About the
Partnership, Its General
Partners and Their
Affiliates -- The General
Partners" and "Certain
Information Concerning the
Purchaser"

(b) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The
Partnership" and "Certain
Information About the
Partnership, Its General
Partners and Their
Affiliates -- The General
Partners"

(c) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The
Partnership" and "Certain
Information About the
Partnership, Its General
Partners and Their
Affiliates -- The General
Partners"

(d) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The General
Partners"

(e) . . . . . . * Not applicable

(f) . . . . . . * Not applicable

(g) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The General
Partners"

Item 3 (a) . . . . . . * Not Applicable.

(b) . . . . . . "Terms of the Transaction --
Related Transactions"

Item 4 (a) . . . . . . "Terms of the Transaction"

(b) . . . . . . "Accounting Issues and
Income Tax Consequences of
the Transaction --
Differing Tax Treatment of
the Limited Partners"

Item 5 (a) . . . . . . "Terms of the Transaction --
Dissolution and
Liquidation of the
Partnership" and "Special
Factors -- Effects of the
Transaction"

(b) . . . . . . * Not applicable

(d) . . . . . . * Not applicable

(e) . . . . . . * Not applicable

(f) . . . . . . "Special Factors -- Effects
of the Transaction"

(g) . . . . . . "Special Factors -- Effects
of the Transaction"

Item 6 (a) . . . . . . "Special Factors -- Costs
Associated with the
Transaction"

(b) . . . . . . "Special Factors -- Costs
Associated with the
Transaction"

(d) . . . . . . * Not applicable

Item 7 (a) . . . . . . "Special Factors -- Purpose
of and Reason for the
Transaction"

(b) . . . . . . "Special Factors --
Alternatives to the
Transaction"

(d) . . . . . . "Special Factors -- Purpose
of and Reasons for the
Transaction;" "Special
Factors -- Effects of the
Transaction" and
"Accounting Issues and
Income Tax Consequences of
the Transaction"

Item 8 (a) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(b) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(d) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(e) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(f) . . . . . . "Special Factors - Purpose
of and Reasons for the
Transaction - Prospects of
the Partnership"

Item 9 (a) . . . . . . "Special Factors --
Valuation of the Assets;
Fairness Opinion"

(b) . . . . . . "Special Factors --
Valuation of the Assets;
Fairness Opinion"

Item 10 (a) . . . . . . "Certain Information About
the Partnership, Its
General Partners and their
Affiliates -- Ownership of
the Units"

(b) . . . . . . * Not applicable

Item 11 . . . . . . . * Not applicable

Item 12 (a) . . . . . . * Not applicable

(b) . . . . . . "Special Factors --
Recommendations of the
General Partners"

Item 13 (a) . . . . . . "Special Factors --
Appraisal Rights"

(b) . . . . . . * Not applicable

Item 14 (a) . . . . . . "Selected Financial Data"
and "Incorporation by
Reference"

(b) . . . . . . * Not applicable

Item 15 (a) . . . . . . * Not applicable

(b) . . . . . . "Special Meeting of the
Limited Partners --
Solicitation Procedures"

Item 16 . . . . . . . Entire Proxy Statement

Item 17 (a) . . . . . . * Not applicable

(b) (i) . . . . Valuation of Cushman &
Wakefield

(ii) . . . . Fairness Opinion of Cushman
& Wakefield

(d) . . . . . . Proxy Statement of Brauvin
Corporate Lease Program IV
L.P.

(e) . . . . . . * Not applicable

(f) . . . . . . * Not applicable

______________________

* The Item is not required by Schedule 14A

Item 1. Issuer and Class of Security Subject to the Transaction.

(a) The name of the issuer is Brauvin Corporate Lease
Program IV L.P., a Delaware limited partnership (the
"Partnership"), and the address of its principal executive office
is 150 South Wacker Drive, Suite 3200, Chicago, Illinois 60606.

(b) The exact title of the class of equity securities to
which this Statement relates is Units of Limited Partnership
Interests of the Partnership. The information set forth under
the Introduction to the Proxy Statement is incorporated herein by
reference.

(c) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Market for the Units" of the Proxy Statement is
incorporated herein by reference.

(d) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Distributions" of the Proxy Statement is
incorporated herein by reference.

(e) Not applicable.

(f) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Market for the Units" of the Proxy Statement is
incorporated herein by reference.

Item 2. Identity and Background.

(a)-(g) This Statement is filed jointly by the Partnership,
which is the issuer of the securities which are the subject of
this Statement, the Corporate General Partner, the Managing
General Partner and the Purchaser. The information set forth
under the captions "Certain Information About the Partnership,
Its General Partners and Their Affiliates -- The Partnership,"
"Certain Information About the Partnership, Its General Partners
and Their Affiliates -- The General Partners" and "Certain
Information Concerning the Purchaser" of the Proxy Statement is
incorporated herein by reference. During the last 5 years, none
of the Partnership, the Corporate General Partner, the Managing
General Partner or the Purchaser has been convicted in a criminal
proceeding nor were any of such parties a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a
judgment, decree or final order enjoining further violations of,
or prohibiting activities subject to, federal state securities
laws or finding any violations of such laws. To the best of the
Partnership's, the Corporate General Partner's, the Managing
General Partner's or the Purchaser's knowledge, none of the
persons described under the captions "Certain Information About
the Partnership, Its General Partners and Their Affiliates -- The
General Partners" and "Certain Information Concerning the
Purchaser" of the Proxy Statement has been, during the last 5
years, convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has any such person been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.

Item 3. Past Contracts, Transactions or Negotiations.

(a) Not applicable.

(b) The information set forth under the caption "Terms of
the Transaction -- Related Transactions" of the Proxy Statement
is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) The information set forth under the caption "Terms of
the Transaction" of the Proxy Statement is incorporated herein by
reference.

(b) The information set forth under the caption "Accounting
Issues and Income Tax Consequences of the Transaction --
Differing Tax Treatment of Limited Partners" of the Proxy
Statement is incorporated herein by reference.

Item 5. Plans or Proposals of the Issuer or Affiliate.

(a) The information set forth under the captions "Terms of
the Transaction -- Dissolution and Liquidation of the
Partnership" and "Special Factors -- Effects of the Transaction"
of the Proxy Statement is incorporated herein by reference.

(b)-(e) Not applicable.

(f)-(g) The information set forth under the caption
"Special Factors -- Effects of the Transaction" of the Proxy
Statement is incorporated herein by reference.

Item 6. Source and Amount of Funds or Other Consideration.

(a)-(b) The information set forth under the caption
"Special Factors -- Costs Associated with the Transaction" of the
Proxy Statement is incorporated herein by reference.

(c)-(d) Not applicable.

Item 7. Purpose(s), Alternatives, Reasons and Effects.

(a) The information set forth under the caption "Special
Factors -- Purpose of and Reason for the Transaction" of the
Proxy Statement is incorporated herein by reference.

(b) The information set forth under the caption "Special
Factors -- Alternatives to the Transaction" of the Proxy
Statement is incorporated herein by reference.

(c) The information set forth under the caption "Special
Factors -- Purpose of and Reason for the Transaction" of the
Proxy Statement is incorporated herein by reference.

(d) The information set forth under the captions "Special
Factors -- Purpose of and Reasons for the Transaction;" "Special
Factors -- Effects of the Transaction" and "Accounting Issues and
Income Tax Consequences of the Transaction" of the Proxy
Statement is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a)-(e) The information set forth under the caption
"Special Factors -- Recommendations of the General Partners" of
the Proxy Statement is incorporated herein by reference.

(f) The information set forth under the caption "Special
Factors - Purpose of and Reasons for the Transaction - Prospects
of the Partnership" of the Proxy Statement is incorporated herein
by reference.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

(a)-(c) The information set forth under the caption
"Special Factors -- Valuation of the Assets; Fairness Opinion" of
the Proxy Statement is incorporated herein by reference.

Item 10. Interest in Securities of the Issuer.

(a) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Ownership of the Units" of the Proxy Statement is
incorporated herein by reference.

(b) Not applicable.

Item 11. Contracts, Arrangements or Understandings with Respect
to the Issuer's Securities.

Not applicable.

Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction.

(a) Not applicable.

(b) The information set forth under the captions "Special
Factors -- Recommendations of the General Partners" of the Proxy
Statement is incorporated herein by reference.

Item 13. Other Provisions of the Transaction.

(a) The information set forth under the caption "Special
Factors -- Appraisal Rights" of the Proxy Statement is
incorporated herein by reference.

(b)-(c) Not applicable.

Item 14. Financial Information.

(a) The information set forth under the caption "Selected
Financial Data" and "Incorporation by Reference" of the Proxy
Statement is incorporated herein by reference.

(b) Not applicable.

Item 15. Persons and Assets Employed, Retained or Utilized.

(a) The time and efforts of the Managing General Partner
and certain officers and other employees of the Corporate General
Partner have been utilized in connection with the preparation of
this Statement, the Proxy Statement and related materials to be
sent to limited partners and have been and will be utilized in
connection with overseeing this transaction.

(b) The information set forth under the caption "Special
Meeting of the Limited Partners -- Solicitation Procedures" of
the Proxy Statement are incorporated herein by reference.

Item 16. Additional Information.

All of the information set forth in the Proxy Statement is
incorporated herein by reference.

Item 17. Material to be Filed as Exhibits.

(a) Not applicable.

(b) (i) Valuation of Cushman & Wakefield.

(ii) Fairness Opinion of Cushman & Wakefield.

(d) Proxy Statement of Brauvin Corporate Lease Program IV L.P.

(e) Not applicable.

(f) The Herman Group, Inc. Engagement Letter

<PAGE>
EXHIBIT INDEX

MATERIALS TO BE PAGE
FILED AS EXHIBITS NO.

17(b)(i) Valuation of Cushman
& Wakefield 12

17(b)(ii) Fairness Opinion of
Cushman & Wakefield 14

17(d) Proxy Statement of Brauvin
Corporate Lease Program IV L.P. 15

17(f) The Herman Group, Inc.
Engagement Letter 80

SIGNATURES

After due inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this
Statement is true, complete and correct.

BRAUVIN CORPORATE LEASE
PROGRAM IV L.P.

By: Brauvin Realty Advisers
IV L.P., Corporate
General Partner

By: /s/ Jerome J. Brault
Name: Jerome J. Brault
Title: President

BRAUVIN REALTY ADVISERS IV
L.P.,
Corporate General Partner

By: /s/ Jerome J. Brault
Name: Jerome J. Brault
Title: President

/s/ Jerome J. Brault
Jerome J. Brault,
Managing General Partner

<PAGE>
BRAUVIN REAL ESTATE FUNDS,
L.L.C.

/s/ Jerome J. Brault
Jerome J. Brault,
Member

Dated: August 9, 1996

<PAGE>
Exhibit 17(d)

Proxy Statement

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. 2)

[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 CORPORATE LEASE PROGRAM IV L.P.
(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:

1,632,510.487 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 ($12,489,100) which are the subject
of this Schedule 14A, the Registrant is paying a filing
fee of $2,497.82 (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:

$12,489,100

5) Total fee paid:

$2,497.82

[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:

$2,497.82

2) Form Schedule or Registration Statement No.:

Schedule 14A

3) Filing Party:

Brauvin Corporate Lease Program IV L.P.

4) Date Filed:

May 29, 1996

<PAGE>
Second Revised Preliminary Proxy Materials

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

August __, 1996

To the Limited Partners of
Brauvin Corporate Lease Program IV L.P.:

We are pleased to inform you that Brauvin Corporate Lease
Program IV L.P. (the "Partnership") has entered into an agreement
through which the Partnership has agreed to sell substantially
all of its assets for a purchase price of $12,489,100 in cash.
This price is the fair market value of the assets as determined
by an independent appraiser. The Partnership has also received
an opinion from such independent appraiser that this transaction
is fair to the Limited Partners from a financial point of view.
The sale is subject to your approval. Limited Partners holding a
majority of the units of limited partnership interest of the
Partnership (the "Units") must approve the transaction by voting
"FOR" on the enclosed proxy card in order for the Partnership to
accept this all cash offer. If the sale is approved by the
Limited Partners and certain other conditions are met, the
Partnership will be liquidated and dissolved and the cash
proceeds from the sale of the assets, together with all remaining
cash of the Partnership, after payment of expenses and other
Partnership liabilities, will be distributed to you. We
anticipate this cash distribution to be $6.95 to $7.50 per Unit
for Class A Limited Partners (those taxable investors who are not
in need of passive income) and $8.44 to $8.73 per Unit for
Class B Limited Partners (those tax-exempt investors and other
investors who seek passive income to offset passive losses from
other investments), based upon the time such Limited Partners
invested in the Partnership. Although the actual cash
distribution to the Limited Partners is not anticipated to vary
in any material respect from the estimated cash distribution, 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 will not receive any fees from the
Partnership in connection with the Transaction and will receive
only a de minimis liquidating distribution of less than $17,000
in the aggregate, in accordance with the terms of the Partnership
Agreement. The Transaction is subject to certain additional
conflicts of interest as described in the enclosed Proxy
Statement, including the fact that the purchaser of the assets is
affiliated with Mr. Jerome J. Brault and Brauvin Realty Advisors
IV, 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 IV,
Inc.) and his son, James L. Brault (who is an executive officer
of Brauvin Realty Advisors IV, Inc.) in such purchaser.

The Corporate General Partner on behalf of the Partnership
is soliciting your proxy in connection with the sale, liquidation
and dissolution. 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 sale, liquidation
and dissolution. Also enclosed herewith is a Proxy Statement
dated August __, 1996, which contains information relating to the
proposed transaction, together with a proxy card which authorizes
Jerome J. Brault, the Managing General Partner, to vote your
Units with respect to the sale, liquidation and dissolution 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 the sale cannot 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 the sale, liquidation and dissolution require the
approval of the Limited Partners holding a majority of the Units,
failure to return a proxy card in a timely manner or to vote at
the Special Meeting will have the same effect as a vote "AGAINST"
the sale, liquidation and dissolution. Likewise, abstentions and
broker non-votes will have the same effect as a vote "AGAINST"
the sale, liquidation and dissolution. Any proxy cards which are
returned and on which a choice is not indicated will be voted
"FOR" the sale, liquidation and dissolution. 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 sale, 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 IV, 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 IV, INC., THE CORPORATE
GENERAL PARTNER OF THE PARTNERSHIP, WHICH IS CONTROLLED BY
Mr. BRAULT, HAVE DETERMINED THAT THE TRANSACTION IS FAIR AND
REASONABLE TO THE LIMITED PARTNERS AND, THEREFORE, RECOMMEND THAT
THE LIMITED PARTNERS VOTE "FOR" THE TRANSACTION. HOWEVER, SUCH
GENERAL PARTNERS ARE SUBJECT TO CERTAIN CONFLICTS OF INTEREST
WITH RESPECT TO THE TRANSACTION. CEZAR M. FROELICH, ONE OF THE
INDIVIDUAL GENERAL PARTNERS, 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 CORPORATE LEASE PROGRAM IV L.P.

To be Held September __, 1996

To the Limited Partners of
Brauvin Corporate Lease Program IV L.P.:

NOTICE IS HEREBY GIVEN, that a special meeting (the "Special
Meeting") of the Limited Partners of Brauvin Corporate Lease
Program IV L.P., 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 sale for $12,489,100 in cash, which
is $7.65 per Unit, of substantially all of the
properties of the Partnership to Brauvin Real
Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser") and the subsequent
liquidation and dissolution of the Partnership.
The Purchaser is affiliated with Mr. Jerome J.
Brault and Brauvin Realty Advisors IV, Inc., two
of the general partners of the Partnership.
Because the sale will result in a transfer of the
Partnership's assets to an affiliate of these
general partners, by approving the transaction,
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.
Promptly upon approval and consummation of the
sale, liquidation and dissolution, the Class A
Limited Partners will receive a liquidating
distribution of approximately $6.95 to $7.50 per
Unit in cash and the Class B Limited Partners will
receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash,
based upon the time such Limited Partners invested
in the Partnership. Although the actual cash
distribution to the Limited Partners is not
anticipated to vary in any material respect from
the estimated cash distribution, 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.

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

Information regarding 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 IV, 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 IS FAIR TO THE LIMITED PARTNERS AND, THEREFORE,
RECOMMEND THAT THE LIMITED PARTNERS VOTE "FOR" THE TRANSACTION.
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 the
sale, liquidation and dissolution cannot be approved.

BRAUVIN REALTY ADVISORS IV,
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. ANY PROXY CARDS ON WHICH A CHOICE IS
NOT INDICATED WILL BE VOTED "FOR" THE TRANSACTION.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
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 limited
partners (the "Limited Partners") of Brauvin Corporate Lease
Program IV L.P., 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 sale (the "Sale"), for $12,489,100 in cash, which
is $7.65 per Unit, as hereinafter defined, of substantially all
of the Partnership's properties (the "Assets"). The purchase
price is the fair market value of the Assets as determined by an
independent appraiser. The purchaser of the Assets is 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 Sale will result
in a transfer of the Partnership's assets to an affiliate of
these general partners of the Partnership, by approving the Sale,
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 Sale shall be referred to herein as
the "Transaction"). The terms of the Sale are set forth in an
Agreement for Purchase and Sale of Assets dated June 14, 1996 by
and between the Purchaser and the Partnership (the "Acquisition
Agreement"). If the Transaction is approved and certain other
conditions met, the Partnership will be liquidated and dissolved
(the "Liquidation") and the Limited Partners who entered the

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.

Partnership as Class A Investors (those taxable investors who are
not in need of passive income) (the "Class A Limited Partners")
will receive a liquidating distribution of approximately $6.95 to
$7.50 per Unit in cash based upon the time such Class A Limited
Partners invested in the Partnership and the Limited Partners who
entered the Partnership as Class B Investors (those tax-exempt
investors and other investors who seek passive income to offset
passive losses from other investments) (the "Class B Limited
Partners") will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash based upon the time
such Class B Limited Partners invested in the Partnership. The
actual liquidating distribution will be based upon the cash
proceeds from the Sale, plus all remaining cash of the
Partnership (excluding earnings after July 31, 1996, which are
estimated to be nominal due to the remaining anticipated
expenses) after paying or providing for payment of the
Partnership's actual costs incurred and accrued through the
effective time of the Sale (the "Effective Time"), including
reasonable reserves in connection with: (i) the proxy
solicitation; (ii) the Sale (as detailed in the Acquisition
Agreement); and (iii) winding up of the Partnership, including
preparation of the final audit, tax return and K-1s
(collectively, the "Transaction Costs") and all other outstanding
Partnership liabilities. Although the actual cash distribution
to the Limited Partners is not anticipated to vary in any
material respect from the estimated cash distribution, 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
fees from the Partnership in connection with the Transaction and
will receive only a de minimis liquidating distribution of less
than $17,000 in the aggregate, in accordance with the terms of
the Partnership Agreement. The Transaction is subject to certain
additional 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 his son,
James L. Brault, an executive officer of Brauvin Realty Advisors
IV, Inc., the Corporate General Partner of the Partnership (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 issued and outstanding units (in excess of 50%)
of limited partnership interest of the Partnership (each, a
"Unit" and collectively, the "Units") is necessary to approve the
Transaction. The approval of the General Partners is not
required 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 the Transaction cannot be
approved. Neither Delaware law nor the Partnership's Restated
Limited Partnership Agreement, as amended (the "Partnership
Agreement") provide the Limited Partners not voting in favor of
the Transaction 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
1,632,510.487 Units, held of record by 885 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. 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
August 7, 1991. The Partnership's Commission file number is 0-21536.
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

The Sale

Pursuant to the terms of the Acquisition Agreement, the
Partnership proposes to sell substantially all of the Assets to
the Purchaser for a purchase price of $12,489,100 in cash, which
is $7.65 per Unit. This price is the fair market value of the
Assets, as of April 1, 1996 as determined by an independent
appraiser and the Partnership has also received an opinion from
such entity that the transaction is fair to the Limited Partners
from a financial point of view. See "Terms of the Transaction -
The Acquisition Agreement."

Dissolution and Liquidation

If the Transaction is approved and the Sale consummated, the
Partnership will have sold the Assets and, pursuant to the terms
of the Partnership Agreement, will be liquidated and dissolved.
Promptly thereafter, each Class A Limited Partner will receive a
liquidating distribution of approximately $6.95 to $7.50 per Unit
in cash and each Class B Limited Partner will receive a
liquidating distribution of approximately $8.44 to $8.73 per Unit
in cash, based upon the time such Limited Partners invested in
the Partnership. The actual liquidating distribution will be
based upon cash proceeds from the Sale, plus all remaining cash
of the Partnership (excluding earnings after July 31, 1996, which
are estimated to be nominal due to the remaining anticipated
expenses) after paying or providing for payment of the
Transaction Costs and other outstanding Partnership liabilities.
Although the actual cash distribution to the Limited Partners is
not anticipated to vary in any material respect from the
estimated cash distribution, 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. See "Terms of the Transaction - Dissolution and
Liquidation of the Partnership" and "Terms of the Transaction -
Determination of Cash Available for Distribution." The General
Partners will not receive any fees from the Partnership in
connection with the Transaction and will receive only a de
minimis liquidating distribution of less than $17,000 in the
aggregate, in accordance with the terms of the Partnership
Agreement. The Transaction is subject to certain additional
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 Acquisition
Agreement," "Terms of the Transaction - Determination of Cash
Available for Distribution" 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."

The Purchaser was unwilling to structure the Transaction as
a merger of the Partnership with and into the Purchaser, due in
part to the fact that the Partnership Agreement places additional
voting requirements on such a transaction that the Purchaser and
the Operating General Partners believe would make such a
transaction more difficult to consummate. See "Special Factors -
Alternatives to the Transaction."

The Special Meeting; Vote Required

A Special Meeting of the Limited Partners will be held on
September __, 1996, to consider and vote upon the Transaction.
It is a condition to the closing of the Sale that the Limited
Partners holding a majority of the Units (in excess of 50%)
approve the Transaction. 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. The approval of the General Partners is not required to
approve the Transaction. 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." Promptly upon
consummation of the Transaction, the Class A Limited Partners
will receive a liquidating distribution of approximately $6.95 to
$7.50 per Unit in cash and the Class B Limited Partners will
receive a liquidating distribution of approximately $8.44 to
$8.73 per Unit in cash, based upon the time such Limited Partners
invested in the Partnership and the Assets will be sold to 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 Sale will be
consummated on an all cash basis at the fair market value of the
Assets; (ii) all of the Assets will be sold to the Purchaser "as
is," thereby eliminating the need for the Partnership to continue
operations with the less salable or valuable properties and the
need to escrow funds associated with the making of
representations and warranties; (iii) 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 to the Limited Partners and to recommend
the Transaction are described below in the section entitled
"Special Factors - Purpose of and Reasons for the Transaction."

Effects of the Transaction

If the Transaction is approved and the remaining conditions
to the Sale met or waived, the Assets of the Partnership will be
sold to the Purchaser, the Partnership will receive the purchase
price of $12,489,100 for the Assets, the Partnership will pay the
Transaction Costs and will pay or make provisions for the payment
of all other Partnership liabilities and the Partnership will be
liquidated and dissolved. Promptly thereafter, each Class A
Limited Partner will receive a liquidating distribution of
approximately $6.95 to $7.50 per Unit in cash and each Class B
Limited Partner will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash, based upon the
time such Limited Partners invested in the Partnership. Although
the actual cash distribution to the Limited Partners is not
anticipated to vary in any material respect from the estimated
cash distribution, 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. At the
time of investing, Class A Limited Partners acknowledged that
they were subject to certain risks, including receipt of smaller
cash distributions on the liquidation of the Partnership and/or
the sale of the Assets if there were a loss on the sale of the
properties. See "Accounting Issues and Income Tax Consequences
of the Transaction -- Income Tax Consequences of the Transaction
- -- Differing Tax Treatment of the Limited Partners." 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 fees from the
Partnership in connection with the Transaction and will receive
only a de minimis liquidating distribution of less than $17,000
in the aggregate in accordance with the terms of the Partnership
Agreement. In addition, the Braults have a minority ownership
interest in the Purchaser which will own the Assets following the
consummation of the Transaction. Furthermore, 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 $21,870 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 &
Wackefield 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
$11,851,220. The Operating General Partners reviewed the initial
valuation and concluded that the values of the Assets set forth
therein were lower than expected. As a result of subsequent
considerations presented by the Operating General Partners, the
valuation was increased to $12,489,100, which is the total cash
consideration to be paid by the Purchaser in connection with the
Sale. 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 additional 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. The recommendation of the Operating General
Partners is, 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 purchase
price; (ii) the structure of the Sale as an all cash, "as is"
sale of all of the Assets, 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 $375,000 to
$750,000 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 Transaction will be effected with minimal representations and
warranties by the Partnership, thereby eliminating the need to
escrow funds; (vii) the flexibility granted to the Operating
General Partners in the Acquisition Agreement to pursue
subsequent offers that can produce a better return to the Limited
Partners; (viii) the fact that a majority in interest of the
Limited Partners (in excess of 50%) is required to approve the
Transaction; (ix) the average lease term of the Assets and other
risks associated with continuing to own the Assets; (x) the high
cost of operating a publicly-held entity; (xi) the lack of an
established trading market for the Units; (xii) the comparison of
the per Unit purchase price to current and historical market
prices; (xiii) the expressed desire of certain Limited Partners
to have their investment in the Partnership liquidated; and
(xiv) 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 purchase 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 the General
Partners will receive a de minimis liquidating distribution of
less than $17,000 in the aggregate in connection with the
liquidation and dissolution of the Partnership; (iii) 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 $21,870 from the Purchaser (not
the Partnership) for advisory services rendered in connection
with the Transaction; and (iv) 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 considerations of the Purchaser in presenting the Transaction
are described below under "Actions Resulting in the Transaction;
Mitigation of Conflicts. Promptly upon consummation of the
Transaction, the Class A Limited Partners will receive a
liquidating distribution of approximately $6.95 to $7.50 per Unit
in cash and the Class B Limited Partners will receive a
liquidating distribution of approximately $8.44 to $8.73 per Unit
in cash, based upon the time such Limited Partners invested in
the Partnership and the Assets will be sold to 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 Sale will be
consummated on an all cash basis at the fair market value of the
Assets; (ii) all of the Assets will be sold to the Purchaser "as
is," thereby eliminating the need for the Partnership to continue
operations with the less salable or valuable properties and the
need to escrow funds associated with the making of
representations and warranties; (iii) 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 subsection
"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 terms of the Transaction were viewed by the Purchaser to
be favorable in part because: (i) the Sale will be consummated at
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 purchase
such Assets on an "as is" basis.

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 August 7, 1991 to raise funds from investors to acquire
income-producing retail and other commercial properties
predominantly all of which were subject to triple-net leases.
The Partnership completed its public offering on December 11,
1993 and raised a total of $16,008,310. As of December 31, 1995,
the Partnership had also raised an additional $394,118 through
its distribution reinvestment plan. As of the date hereof, the
Partnership owns the land and buildings underlying ten properties
as well as a majority interest in a joint venture which 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." Prior to January 1996,
all of the properties of the Partnership were under lease. In
January 1996, the property located in Joliet, Illinois,
previously leased to SoFro Fabrics, Inc. and guaranteed by its
parent company, House of Fabrics, Inc., was vacated in connection
with House of Fabrics, Inc.'s bankruptcy filing. Although the
Partnership has engaged a national brokerage firm to assist in
re-leasing this property, the property remains vacant to date.

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $1,296,726, $1,244,736 and $495,847, respectively. As
a result of the termination of the lease on the Joliet, Illinois
property, the Partnership recently reduced the quarterly
distribution payment by one-half percent. 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 last of a series of affiliated
limited partnerships formed to acquire similar properties. The
Partnership's Prospectus dated December 12, 1991 (the
"Prospectus") states that the anticipated holding period for the
Partnership's properties is no more than seven to nine years.
However, because the Affiliated Limited Partnerships were formed
prior to the Partnership, the properties acquired by the
Affiliated Limited Partnerships are either at the beginning or
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 Affiliated Limited Partnerships and
therefore also considered the liquidation of the properties held
by the Partnership.

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, as well as such value to
the limited partner investors in the Affiliated Limited
Partnerships, the Operating General Partners approached several
investment banking firms regarding various strategies and
alternatives available to the Partnership and the Affiliated
Limited Partnerships, including the liquidation of the Assets and
the assets of the Affiliated Limited Partnerships and return the
proceeds from such liquidation to the investors. 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. 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 and the Affiliated Limited 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 sale 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 and 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 Acquisition Agreement, the
Purchaser has agreed to pay $12,489,100 in cash for the Assets.
The purchase price is 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, the
remaining lease terms, and the non-performing nature of the
Joliet, Illinois property in particular, the fair market value
may not increase over the foreseeable future. Prior to the
filing by the Partnership of its preliminary proxy materials, the
Partnership had not been presented with any 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.

As a result of its proxy solicitation processes, at the
close of business on July 17, 1996, the Partnership received a
contract with respect to an acquisition of the Partnership's
assets from an experienced owner of properties similar to those
owned by the Partnership (the "Offeror"). The General Partners
and their advisors reviewed the contract, compared and contrasted
the terms of this offer to the terms of the Transaction and
determined that the Offeror's offer is not as beneficial to the
Limited Partners as the Transaction. This determination was
based largely in part on the fact that: (i) the Offeror's offer
price did not adequately take into consideration the fees and
expenses associated with consummation of such offer; (ii) given
the nature of the representations and warranties, the
indemnification provisions and the assumption of only very
limited liabilities as set forth in the Offeror's offer, the
Partnership would be required to maintain significant holdbacks
from the distribution of cash to the Limited Partners, thereby
postponing the dissolution of the Partnership, decreasing the
payment to the Limited Partners promptly following closing and
likely decreasing the aggregate amount of cash that will
ultimately be distributed to the Limited Partners; (iii) the
Offeror's offer specifically prohibited the Partnership from
continuing to negotiate with the Purchaser, which continued
negotiation would be necessary to assure that the Limited
Partners are ultimately presented with the most favorable offer
available at the time; and (iv) the Offeror's offer was not a
firm offer due to the significant number of contingencies and the
unqualified right of the Offeror to walk away from its offer. In
addition, Cushman & Wakefield was asked to conduct an independent
review of the Offeror's offer and make a recommendation as to its
acceptability. Cushman & Wakefield concluded that the Offeror's
offer was not acceptable to the Partnership based on price and on
the terms and conditions of the offer, including, without
limitation, the scope and terms of the representations and
warranties, the indemnification provisions, the closing date and
the costs associated with consummating such offer.

As a result of the foregoing considerations, the General
Partners rejected the Offeror's offer, but recommended that the
Offeror improve and resubmit said offer. No revised offer has
been received to date, although the Operating General Partners
have remained in contact with the Offeror. To the extent a
revised offer is submitted, the Operating General Partners will
continue to negotiate with the Offeror in an effort to present
the most beneficial offer to the Limited Partners for their
consideration. In addition, should the Operating General
Partners deem it necessary, Cushman & Wakefield or another
independent third-party advisor will be retained to evaluate the
revised offer and possibly to negotiate with each of the
Purchaser and the Offeror. If it is determined that the Offeror
is willing and able to consummate a transaction that is more
beneficial to the Limited Partners than the Transaction, the
Limited Partners will be notified and the proxy solicitation with
respect to the Transaction will be amended.

In an effort to address Mr. Froelich's belief that the
Partnership should actively seek third-party offers through an
arms-length bidding process to establish a fair price for the
Assets, 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, including the Offeror,
who appear to have the financial ability to acquire the Assets on
an all cash basis. If the Transaction is not approved, there can
be no assurance as to whether any future liquidation or
disposition of the Assets will occur or on what terms they might
occur. Despite the Partnership obtaining both the Valuation and
the Fairness Opinion from Cushman & Wakefield, there can be no
assurances that a better offer for the acquisition of the Assets
may not be available.

Risks and Related Costs Associated with Continued Ownership
of the Assets

The average remaining lease term for the Assets is 10.8
years. The longer the Assets are held by the Partnership, the
greater the risk to the Partnership of lease rollover,
renegotiation and non-renewal. This risk is evidenced by the
recent lease default by House of Fabrics, Inc. in connection with
its bankruptcy filing. 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
$146,480 and $164,081 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 their proportionate share, on an all cash basis, of the
fair market value of the Assets, as valued by an independent
appraiser. 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. Finally, consummation of the
Transaction and liquidation and dissolution of the Partnership
will permit the Limited Partners to make alternative investments
which may generate favorable returns and greater liquidity.

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 purchase 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 selling the Assets to the Purchaser as
contemplated by the Acquisition Agreement 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 merger of the
Partnership with and into 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 is currently 10.8 years on average), the costs of
the renegotiation of such leases and the related risk of default
or non-renewal. A sale of the Assets at this time will avoid
such increasing risks, which was recently evidenced by the lease
default by House of Fabrics, Inc. with respect to the Joliet,
Illinois property.

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
valuable properties were sold on an all cash basis comparable to
the Sale, 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 belief of the Operating General Partners 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 likely 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 Acquisition 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 and the assets of the
Affiliated Limited Partners. 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 and those of the Affiliated
Limited Partnerships 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
Acquisition Agreement, permit the General Partners to terminate
the Sale at any time should they receive an offer for the Assets
which they in good faith believe to be on terms preferable to the
Sale. However, in accordance with the terms of the Acquisition
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 will continue 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 an all cash
basis. This is mainly the result of three factors: (i) 36% of
the Assets have lease terms which provide the lessees with rights
of first refusal on any sale of the Assets, significantly
complicating negotiations of any possible offers from third
parties; (ii) the average remaining lease term of 10.8 years
makes the Assets less attractive to such purchasers; and
(iii) the fact that one of the Partnership's properties is not
currently under lease.

Effects of the Transaction

General

If the Transaction is approved and the remaining conditions
to the Sale are met or waived, the Assets will be sold to the
Purchaser in exchange for the purchase price of $12,489,100. The
Partnership will then pay the Transaction Costs and pay or make
provisions for the payment of all other Partnership liabilities
and the Partnership will be liquidated and dissolved.
Thereafter, the registration of the Units under Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") will then be terminated. Further, upon dissolution, 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 liquidation of the Partnership as soon as possible and no
later than December 31, 1996.

Effects on the Limited Partners

Upon liquidation and dissolution of the Partnership, in
accordance with the Partnership Agreement, the resulting proceeds
of the Sale, together with all cash on hand (excluding earnings
after July 31, 1996, which are estimated to be nominal due to the
remaining anticipated expenses), will be used to make
distributions to the Limited Partners after payment of or making
provisions for the payment of; (i) all Transaction Costs; and
(ii) all other Partnership liabilities, including the Rally's
litigation. The Operating General Partners currently anticipate
that the Class A Limited Partners will receive a liquidating
distribution of approximately $6.95 to $7.50 per Unit and the
Class B Limited Partners will receive a liquidating distribution
of approximately $8.44 to $8.73 per Unit, based upon the time
such Limited Partners invested in the Partnership. Although the
actual cash distribution to the Limited Partners is not
anticipated to vary in any material respect from the estimated
cash distribution, 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 will thereafter assume the risks associated with
consummation of the Transaction. See "Special Factors - Purposes
of and Reasons for the Transaction - Costs and Risks of the
Transaction" above.

Effects on the General Partners

The General Partners will not receive any fees from the
Partnership in connection with the Transaction and will receive
only a de minimis liquidating distribution of less than $17,000
in the aggregate, in accordance with the terms of the Partnership
Agreement. 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
$21,870 from the Purchaser (not the Partnership) for advisory
services rendered in connection with the Transaction. See "Terms
of the Transaction - Determination of Cash Available for
Distribution."

Effects on the Purchaser

If the Transaction is approved and the remaining conditions
to the Sale are met or waived, the Purchaser will purchase the
Assets for $12,489,100 and will assume the liabilities associated
with Assets. Thereafter, the benefits and risks associated with
the ownership of the Assets will rest solely with the Purchaser.

Effects of Failure to Approve the Transaction

Valuation of the Assets; Fairness Opinion

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

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

Experience of Cushman & Wakefield

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

Valuation

Pursuant to its engagement, Cushman & Wakefield reported to
the Partnership that the sum of the individual valuations of the
Assets was $12,489,100 as of April 1, 1996 (collectively, the
"Valuation"). Certain of the assumptions, qualifications and
limitations to the Valuation are described below. The summary
set forth below does not purport to be a complete description of
the analysis employed by Cushman & Wakefield in preparing the
Valuation. A copy of the Valuation analysis will be made
available to Limited Partners upon request. The Partnership
imposed no conditions or limitations on the scope of Cushman &
Wakefield's investigation or the methods and procedures to be
followed in preparing the Valuation. No other appraisals of the
Assets were obtained by the Partnership due to the significant
cost involved and the Operating General Partners' opinion that
the Valuation was prepared according to industry standards by a
reliable and independent appraisal firm.

Factors Considered

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

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

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

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

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

Pursuant to the discounted cash flow analysis, Cushman &
Wakefield's valuation of the Assets totalled $11,851,220. As a
result of subsequent considerations presented by the Operating
General Partners the total of the valuations was increased to
$12,489,100, 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

Aside from the Assumptions and Limiting Conditions contained
in Cushman & Wakefield's evaluation and valuation reports, 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 purchase price of
the Assets, although it did provide the Valuation on which the
Transaction 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
addition, in rendering its opinion, Cushman & Wakefield reviewed
the third-party offer of the Offeror described in the section
entitled "Special Factors - Prospects of the Partnership."

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

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

The Fairness Opinion will not be updated by Cushman &
Wakefield unless there is a material change relating to the
Assets, a material change to the terms of the Transaction or the
receipt of any additional 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
$27,000 from the Partnership, plus out-of-pocket expenses, and
will be paid $8,750 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
recommend that the Limited Partners vote "FOR" the Transaction.
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 sales price of the Assets 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 Purchaser's willingness to purchase all of the Assets
and to assume all existing lease obligations on each of the
properties, 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 $375,000 to
$750,000 in the aggregate based on. 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
Sale on an all cash basis and that the Partnership will not
be required to finance any part of the purchase price. This
all cash transaction will allow the full amount of the
purchase price to be paid to the Limited Partners in cash at
the time of the liquidation and dissolution, 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 Sale is on an "as is" basis. As an "as
is" sale, the Partnership will not be required to make any
representations and warranties to the Purchaser as to the
condition of the Assets, thereby eliminating the need for
hold backs typically associated with the sale of assets.
This will allow all of the sale price to be paid to the
Limited Partners at the time of the liquidation and
thereafter to be invested by the Limited Partners in other
investments.

* The fact that the Acquisition Agreement permits the General
Partners to terminate the Sale at any time if they receive
an offer for the Assets which they in good faith believe to
be on terms preferable to the Sale. 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. 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 10.8 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 $146,480 and $164,081 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 was $6.05, which
represents only one transaction for 5,000 Units from
December 1, 1995 through February 29, 1996. Over the past
12 months, only 16,177 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 price to be paid to
the Limited Partners in connection with the Partnership's
liquidation and dissolution will be at the high end of such
market prices.

* The recent decrease in the percentage distribution resulting
from the default by House of Fabrics and the uncertainty
regarding the re-leasing prospects of this property.

* 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 sale 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
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 fact that as set forth in the Prospectus, the
anticipated holding period for the assets was originally
contemplated to be from seven to nine years.

The current value of the Assets as compared to their book
value (of $13,604,117 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 was not deemed to be applicable due to the finite life
investment oriented nature of the Partnership's Assets.

Conclusion

After evaluation of each of the foregoing factors the
Operating General Partners concluded that the factors weighing in
favor of the Transaction outweighed the factors weighing against
the Transaction. In particular, the Operating General Partners
concluded that, as with any investment decision, the potential
disadvantages and risks of the Transaction are speculative, are
unable to be quantified and do not outweigh the benefits of the
Transaction. Therefore, the Operating General Partners
determined that the terms of the Transaction are fair to the
Limited Partners and recommend that the Limited Partners vote
"FOR" the Transaction and "FOR" the Amendment. 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 if the Transaction is
consummated, the Partnership will be liquidated and all Limited
Partners, including those who do not approve the Transaction will
receive liquidating distributions pursuant to the terms of the
Partnership 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 59,300
Fairness Opinion and related expenses 8,800
Printing and mailing costs 12,000
Accounting 7,300
Title, survey and environmental reports 71,200
Proxy solicitation fees 11,000
Other, including filing fees 28,000

Total $197,600

All of the foregoing fees and expenses will be paid by the
Partnership from cash from operations. Of such fees and expenses
$9,718 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
$36,400 of which $13,500 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 $21,870 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. 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 _:00 a.m., local time, to consider and vote
upon the Transaction. 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
1,632,510.487 Units outstanding and entitled to vote, held of
record by 885 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) 999-9323 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 should mark
the "FOR" box 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 a vote
"FOR" the Transaction. By consenting to the Transaction, 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.

AS THE CONSENT OF THE LIMITED PARTNERS HOLDING A MAJORITY IN
INTEREST OF THE OUTSTANDING UNITS IS NECESSARY TO CONSUMMATE THE
PROPOSED TRANSACTION, 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.

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.

Vote Required

Pursuant to the terms of the Partnership Agreement, the vote
of the Limited Partners owning a majority of the Units (in excess
of 50%) is necessary to approve the Transaction. 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 certain other
conditions are met, the Sale will be consummated, the Partnership
will be liquidated and dissolved and the proceeds of the Sale,
together with all remaining cash of the Partnership, after
payment of the Transaction Costs and other Partnership
liabilities, will be distributed to the Limited Partners in
accordance with the Partnership Agreement. A consent to the
Transaction, therefore, includes a consent to both the Sale and
the Liquidation.

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 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 Acquisition Agreement

The Partnership and the Purchaser entered into the
Acquisition Agreement as of June 14, 1996, pursuant to which the
Partnership has agreed to sell and the Purchaser has agreed to
purchase the Assets on the terms and subject to the conditions
set forth therein. The summary of the Acquisition Agreement
which is set forth below is qualified in its entirety by
reference to the complete form of Acquisition 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 Acquisition
Agreement shall also be sent to any Limited Partner or duly
designated representative thereof, at such Limited Partner's
expense, upon request of such Limited Partner sent to the
Partnership's principal executive offices at 150 South Wacker
Drive, Suite 3200, Chicago, Illinois 60606.

Pursuant to the terms of the Acquisition Agreement, the
Purchaser proposes to purchase the Assets for $12,489,100 in
cash, which is equal to $7.65 per Unit. The purchase price is
equal to the fair market value of the Assets as determined by an
independent appraiser. See "Special Factors - Valuation of the
Assets; Fairness Opinion." The Acquisition Agreement also
provides that the Purchaser will acquire all earnings of the
Partnership that accrue after July 31, 1996. The Purchaser has
not and is not expected to pay any earnest money in connection
with the Sale. If the Closing Conditions, as hereinafter
defined, are met, the Sale is subject to close on or before
September 15, 1996. Should the Transaction not be consummated by
September 15, 1996, the financing to consummate the Sale 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 Acquisition 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 Transaction;
(ii) it has the requisite power and authority to enter into the
Acquisition Agreement and perform its obligations thereunder; and
(iii) all government approvals and notices which are required for
it to effect the Transaction 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 Acquisition 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
1,632,510.487 issued and outstanding Units; (iv) it has the
requisite power and authority to enter into the Acquisition
Agreement, subject to the approval of the Limited Partners;
(v) except as otherwise disclosed, entering into the Acquisition
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 of the
Partnership 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
Acquisition 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 Acquisition
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 the Assets or rights of
the Partnership and to the Partnership's knowledge, no
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 real
property held directly or indirectly by the Partnership
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 the Transaction and to hold
a meeting of the Limited Partners as soon as practicable
thereafter.

The Operating General Partners have agreed that, if required
pursuant to their fiduciary obligation, they will respond to any
unsolicited inquiry, contract or proposal made by a third party
to the Partnership (an "Alternative Proposal"), and nothing in
the Acquisition 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 Acquisition 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 the facts and circumstances
that were valid at the time of such response, negotiation or
other matters. In the event the Acquisition Agreement is
terminated due to the consummation of an Alternative Proposal,
Purchaser shall be entitled to a fee equal to 1% of the fair
market value of the Assets.

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, as such term is defined in the Acquisition
Agreement, 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 Acquisition Agreement on or prior to
the Effective Time; (ii) the representations and warranties of
the Purchaser set forth in the Acquisition 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 purchase 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 Acquisition Agreement on or prior to the Effective
Time; (ii) the Purchaser shall have received certificates of the
Partnership, dated the Closing Date, signed by the Operating
General Partners to the effect that the conditions specified in
section (i) have been fulfilled; (iii) 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 Acquisition
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); (iv) 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; (v) 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;
(vi) receipt by the Purchaser of debt and equity financing which
in its sole judgement is satisfactory; (vii) the Partnership
shall not have undergone a material adverse change in its
condition or its ability to perform its obligations under the
Acquisition Agreement; (viii) 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 Acquisition Agreement, has not revealed that
proceeding with the Transaction would be inadvisable or contrary
to the Purchaser's best interests; (ix) the Partnership shall not
have made a distribution of earnings with respect to any Units
from June 14, 1996 through the Effective Time; (x) 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 Acquisition 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;
(xi) 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; (xii) 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)) with respect to each Asset (or an
endorsement of existing policies in favor of the Purchaser),
insuring the Purchaser and its lenders 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 acceptable to the Purchaser, 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; (xiii) 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, and showing no encroachments onto
each Asset. 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 (xii) above to
issue same with full extended coverage; and (xiv) the Partnership
shall have delivered to the Purchaser such further information,
documents and instruments as the Purchaser shall reasonably
require.

Dissolution and Liquidation of the Partnership

If the Transaction is approved and the Sale consummated, the
Partnership will have sold substantially all of its assets and,
pursuant to the terms of the Partnership Agreement, will be
liquidated and dissolved. Promptly thereafter each Class A
Limited Partner will receive a liquidating distribution of
approximately $6.95 to $7.50 per Unit in cash and each Class B
Limited Partner will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash. Prior to payment
of this liquidating distribution, all Transaction Costs will be
paid and all other Partnership liabilities will be satisfied.
The actual amount of the liquidating distribution to be paid to
the Limited Partners will be calculated as set forth below under
"Determination of Cash Available for Distribution." Although the
actual cash distribution to the Limited Partners is not
anticipated to vary in any material respect from the estimated
cash distribution, 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 will not receive any fees in connection with the
Transaction and will receive only a de minimis liquidating
distribution of less than $17,000 in the aggregate, in accordance
with the terms of the Partnership Agreement. In addition, it is
estimated that, for income tax purposes, each Class A Limited
Partner will be allocated approximately $.45 to $.48 of loss per
Unit in 1996 and each Class B Limited Partner will be allocated
approximately $.56 to $.54 of loss per Unit in 1996, based upon
the time such Limited Partner invested in the Partnership. These
losses are subject to special treatment which may vary according
to each Limited Partner's tax situation. Each Limited Partner
will recognize capital gains or losses upon the sale of the
Assets. For a further discussion of the assumptions underlying
the estimated distribution per Unit, see "Terms of the
Transaction - Determination of Cash Available for Distribution"
and "Accounting Issues and Income Tax Consequences of the
Transaction."

Distributions of cash to the Limited Partners are
anticipated within 30 days of the consummation of the
Transaction. There can be no assurance that such distributions
will take place on this schedule as circumstances beyond the
control of the Partnership could affect the timing, as well as
the amount, of distributions to the Limited Partners. The
Corporate General Partner intends to complete the liquidation and
winding up of the Partnership no later than December 31, 1996.

Determination of Cash Available for Distribution

The purchase price to be paid by the Purchaser for the
Assets is $12,489,100, which is equal to the fair market value of
the Assets as determined by Cushman & Wakefield, an independent
appraiser. As of June 30, 1996, cash and cash equivalents held
by the Partnership were approximately $607,000. The Operating
General Partners have estimated that Transaction Costs (as
detailed in the section entitled "Special Factors - Costs
Associated with the Transaction") and estimated wind-up costs and
other liabilities of the Partnership net of remaining earnings of
the Partnership will be $164,700. Therefore, the Operating
General Partners estimate the distribution per Unit to be as
follows:

Appraised value of Assets $12,489,100

Cash and cash equivalents as of
June 30, 1996 607,000

Transaction Costs, estimated
wind-up costs and other liabilities net
of remaining earnings (164,700)

Estimated cash available for
distribution $12,931,400

Based on the number of issued Units, the estimated cash
available for distribution is the equivalent of $7.92 per Unit.
However, pursuant to Section V of the Partnership Agreement, cash
will be distributed to the Limited Partners in accordance with
their positive capital accounts, after allocation of gains and
losses from the operations of the Partnership and the sale of its
assets.

The cash available for distribution will be adjusted for
changes occurring subsequent to June 19, 1996, in the items set
forth above. The General Partners will not receive any fees from
the Partnership in connection with the Transaction and will
receive only a de minimis liquidating distribution of less than
$17,000 in the aggregate, in accordance with the terms of the
Partnership Agreement. The Transaction is subject to certain
additional conflicts of interest, including the fact that the
Braults have a minority ownership interest in the Purchaser. See
"Conflicts of Interest."

Termination of the Acquisition Agreement

The Acquisition 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
Partners' 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 Acquisition 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 Acquisition Agreement to perform
in all material respects each of its obligations under the
Acquisition Agreement required to be performed by it prior to the
Effective Time; (iv) by either the Purchaser or the Partnership,
if Limited Partners' 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
Acquisition 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 Acquisition Agreement;
(viii) by the Partnership, if the Purchaser fails to perform in
all material respects its obligations under the Acquisition
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 Acquisition 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 Acquisition Agreement is terminated due to the
consummation of an Alternative Proposal, Purchaser shall be
entitled to a fee equal to 1% of the fair market value of the
Assets.

Amendment of the Acquisition Agreement

The Acquisition 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 Partners' approval
of the Transaction has been obtained, no amendment may be made
which effects any change which would adversely affect the Limited
Partners without further Limited Partners' approval.

Amendment of Partnership Agreement

The Partnership Agreement provides in Section P,
paragraph 2(e), that the Partnership shall not sell or lease
property to the General Partners or any "Affiliate" of the
General Partners. As used therein, the Purchaser would be
considered an "Affiliate" of the General Partners. Therefore, an
approval of the Transaction by the Limited Partners holding a
majority of the Units will result in the amendment of the
Partnership Agreement to permit a sale of the Assets to the
Purchaser. Section Y, paragraph 8 of the Partnership Agreement
provides that the Limited Partners owning a majority of the Units
may amend the Partnership Agreement and Section Q, paragraph 6
further provides that the Limited Partners owning a majority of
the Units may approve or disapprove the sale of all or
substantially all of the Partnership's assets without the
necessity for concurrence by the General Partners. As a result,
the vote of the General Partners is not required to approve the
Transaction or the amendment and the Transaction and therefore
the amendment will be approved upon receipt of approval of the
Limited Partners holding a majority of the Units.

Related Transactions

In addition to the offer to purchase the Assets of the
Partnership, the Purchaser has proposed a series of mergers (the
"Affiliated Transactions") with Brauvin High Yield Fund L.P.,
Brauvin High Yield Fund L.P. II and Brauvin Income Plus L.P. III,
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. In one instance,
the Partnership is a joint venture partner with certain of the
Affiliated Limited Partnerships, which joint venture owns one
property subject to a triple-net lease. 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.

ACCOUNTING ISSUES AND
INCOME TAX CONSEQUENCES OF THE TRANSACTION

Accounting Issues

If the Transaction is approved and the remaining conditions
to the Sale met or waived, the Partnership will: (i) receive from
the Purchaser the purchase price of $12,489,100 in exchange for
the Assets; (ii) pay all of the Transaction Costs; (iii) pay or
make provisions for the payment of all other Partnership
liabilities, including the Rally's litigation, as described
below; and (iv) distribute to the Limited Partners remaining cash
from the sale of the Assets, plus cash on hand (excluding
earnings after July 31, 1996, which are estimated to be nominal
due to the remaining anticipated expenses) by way of a
liquidating distribution. In determining cash available for
distribution, the Partnership intends to take a reserve in the
amount of $10,000 in connection with the Rally's litigation. See
"Certain Information About the Partnership, Its General Partners
and Their Affiliates - Legal Proceedings."

The Partnership will prepare financial statements in
accordance with generally accepted accounting principles as of
the closing date of the Transaction and will engage its auditors
to audit the financial statements. The difference between the
carrying value of the Assets and the cash received therefor will
be recognized as a gain or loss, as applicable. A final
distribution is contemplated to occur within 30 days of the
consummation of the Transaction.

Income Tax Consequences of the Transaction

Upon the sale of each Asset, the Partnership will recognize
a loss for federal income tax purposes equal to the difference
between the consideration received for such Asset and the
adjusted tax basis thereof. The Partnership shall allocate such
losses to the Partners in accordance with the provisions of the
Partnership Agreement. The Partnership will allocate to each
Partner Net Profit or Net Loss from the Partnership's operations
prior to any sale authorized hereunder.

Method for Determining Amount of Net Loss

Based on the purchase price set forth above, a Limited
Partner who acquired its Units in the Partnership's initial
offering will be allocated Net Losses from the Sale based on the
ratio of its capital account in comparison to all capital
accounts.

A transferee of Units (a "Transferee") will be allocated
losses from the Sale equal to the amount that the transferor
Limited Partner would have been allocated under the formula set
forth above, regardless of the amount the Transferee paid for its
Units. If the amount such Transferee is allocated differs from
the amount he or she would have received if it had acquired its
Units directly from the Partnership, such Transferee will
recognize on its income tax return the amount of such difference
as: (i) a capital gain, if the amount of loss allocated exceeds
the amount it would have been allocated; or (ii) a capital loss,
if the amount of loss allocated is less than the amount it would
have been allocated.

Character of Loss

Of the losses allocated to each Partner, a portion will be
characterized as long-term losses from the sale or exchange of
capital assets ("Capital Losses"), while the remainder will be
characterized as losses from the sale of property used in a trade
or business ("Section 1231 Losses"). Each Limited Partner will
include the amount of its Capital Losses on its income tax return
with all other capital gains and losses. Each Limited Partner
may use its share of the Capital Losses to offset long-term or
short-term capital gains from any source plus, in the case of
non-corporate taxpayers, ordinary income of up to $3,000 per
year. Any Capital Losses not used in the year of sale will carry
forward to future years to offset capital gains in such future
years plus up to $3,000 of ordinary income per year, until fully
utilized. Section 1231 Losses are aggregated with all long-term
capital gains and losses for any year, and if such Section 1231
Losses exceed the capital gains, all losses are treated as
ordinary losses, which are not subject to the deductibility
limits ordinarily imposed on Capital Losses. A Limited Partner
that recognizes Section 1231 Gains in the five tax years
following the year of sale may be required to treat such gain as
ordinary income, rather than capital gain, to the extent of the
Section 1231 Losses from the Partnership treated as an ordinary
loss. Therefore, the deductibility of both Capital Losses and
Section 1231 Losses will depend on each Limited Partner's
particular income tax situation for the year of sale and for
future years.

Passive Loss Rules

Generally, the Class B Limited Partners have been allocated
losses in recent years which were subject to the "passive loss"
limitation rules, which, subject to various phase-in rules,
allowed these Limited Partners to deduct passive losses only
against passive income (if any) from the Partnership or other
sources. Any unused passive losses were suspended and carried
forward for use in future years or at the time of a complete
disposition of a Class B Limited Partner's entire interest in the
passive activity. The sale of the Partnership's assets and its
liquidation constitutes a complete disposition of each Class B
Limited Partner's interest in the Partnership and the
Partnership's passive activities and, therefore, each Class B
Limited Partners' suspended loss (other than Capital Losses) can
be fully used at this time to offset all forms of income.
Although the Capital Losses and Section 1231 Losses constitute
passive losses, they also can be used to offset all forms of
income or gain, subject to the Capital Loss limitation rules
discussed above.

Differing Tax Treatment of the Limited Partners

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

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

CONFLICTS OF INTEREST

Interests in the Purchaser

The Operating General Partners are affiliated with the
Purchaser and, therefore, 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 in the Purchases, the General Partners
remain accountable to the Partnership as fiduciaries and
consequently must exercise good faith and fair dealing toward the
Limited Partners.

Purchaser Fees

Each of Brauvin Management Company and Brauvin Financial,
Inc., which are owned, in part, by Cezar M. Froelich and an
affiliate of Jerome J. Brault, will receive $21,870 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, 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 Acquisition Agreement, the Purchaser 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 Acquisition Agreement. Pursuant to the
Acquisition Agreement, the Partnership and, following the
Transaction, the Purchaser 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 Acquisition 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 Acquisition
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 Acquisition
Agreement provides that, if such Released Parties have fully
performed their respective obligations under the Acquisition
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 August 7, 1991 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, on an all-cash basis,
existing, income-producing retail and other commercial properties
predominantly all of which were to be subject to triple-net
leases. The Partnership raised a total of $16,008,310 through
its offering to the public which commenced on December 12, 1991
and terminated on December 11, 1993, as well as an additional
$394,118 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 complete at
such time. As of December 31, 1995, Units valued at $83,706 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 ten properties, as well as a 70.2% equity
interest in a joint venture with two of the Affiliated Limited
Partnerships, which venture owns the land and building underlying
a CompUSA store. See the subsection entitled "Description of the
Assets," below.

The original objectives of the Partnership were the:
(i) preservation and protection of capital; (ii) distribution of
the Partnership's current cash flow attributable to rental
income; (iii) capital appreciation; (iv) the potential for
increased income through escalations in the base rent or
participation in the growth of the sales of the tenants of the
Partnership's properties; (v) the deferral of the taxation of
cash distributions for investors who are not exempt from federal
taxation; and (vi) the production of "passive" income to offset
"passive" losses from other investments.

The Partnership acquired five of its properties in 1993 and
three of its properties in 1994. The Partnership did not acquire
any properties in 1995 or 1996. The Partnership does not
currently have sufficient funds available for additional property
acquisitions. The Partnership has made quarterly distributions
of operating cash flow as described in the subsection 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 IV,
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 the director and each of the
executive officers of the Corporate General Partner is 150 South
Wacker Drive, Suite 3200, Chicago, Illinois 60606. Each of the
individual General Partners and the directors and executive
officers of the Corporate General Partner is a citizen of the
United States.

Jerome J. Brault is the Managing General Partner 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 N. Michigan Avenue,
Chicago, Illinois 60611, which in the past has acted as counsel
to the General Partners, the Partnership and certain of their
affiliates. Mr. Froelich is also a beneficial owner of the
Corporate General Partner. Mr. Froelich is an individual general
partner in seven other affiliated public limited partnerships,
including the Affiliated Limited Partnerships and is a
shareholder in Brauvin Management Company and Brauvin Financial
Inc. Mr. Froelich resigned as an individual General Partner of
the Partnership on May 23, 1996, which resignation will become
effective 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 ten, and has a majority
interest in an eleventh, income-producing properties
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 and 100% of the
properties are occupied. 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.

Steak n Shake, Pearless Park, Missouri

The property is located on the southeast corner of Highway
141 and Interstate I-44, approximately 16 miles southwest of
downtown St. Louis. The single-story building is 3,860 square
feet situated on a 39,500 square foot parcel of land.

Children's World Learning Center, Arlington, Texas

The property is located at 1235 West Sublet. The building
is 4,950 square feet built on 0.625 acres of land. The single-
story, wood-frame building has brick veneer exterior and has a
pitched roof with asphalt shingles. The building was constructed
in 1984.

Chuck E. Cheese's Restaurants:

Ashwaubenon, Wisconsin

The property is located at 1273 Lombardi Access Road. The
building consists of 10,183 square feet situated on a 3.385 acre
parcel and was constructed in 1983 utilizing a steel frame with
birch and wood siding.

Springfield, Ohio

The property is located at 2345 Valley Loop Road. The
building consists of 10,183 square feet situated on a 2.769 acre
parcel and was constructed in 1983 utilizing a steel frame with
concrete block.

Mrs. Winner's Chicken & Biscuit Restaurant, Oakwood, Georgia

The property is located at 3465 Mundy Mill Road. The
building consists of 2,436 square feet situated on a 25,700
square foot parcel and was constructed in 1983 utilizing concrete
block construction with vinyl siding.

House of Fabrics, Joliet, Illinois

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On July 15, 1993, the Partnership acquired the land and
building underlying a SoFro (d.b.a. House of Fabrics) fabric
store (the "Joliet Property") at 2900 Colorado Avenue in Joliet,
Illinois from an unaffiliated developer for $1,430,000, plus
closing costs. The Partnership owns the Joliet Property in fee
simple. The Joliet Property is not subject to any material
mortgages, liens or other encumbrances.

The Joliet Property consists of a 20,000 square foot
building situated on a 1.299 acre parcel and was constructed in
1993 utilizing concrete block construction with steel frame and
metal deck roof. The Joliet Property was leased to SoFro
Fabrics, Inc. and guaranteed by its parent company, House of
Fabrics, Inc. under a triple-net lease expiring March 31, 2008,
with two five-year renewal options. SoFro was required to pay
base minimum rent each month which would be increased by $10,000
per annum every five years with the first increase scheduled for
April 1, 1998. Pursuant to the triple-net lease, SoFro was
responsible for all obligations and expenses incident to the
operating and maintenance of the building, including all taxes
and insurance premiums, but not including roof and structural
repairs. The average effective annual rental per square foot for
each of the last three years in which the Partnership owned the
Joliet Property is $7.50, for the years ended 1995, 1994 and
1993.

The Federal income tax basis of the Joliet Property is
$1,167,573 and depreciation is calculated on the straight line
method which varies between 39 years and 40 years. Annual realty
taxes were $24,423 for 1995, which were paid in 1996.

In October 1994 House of Fabrics filed for protection under
Chapter 11 of the United States Bankruptcy Code. At the time of
the filing the tenant was over one month in arrears. From
October 1994 until January 1996, House of Fabrics occupied the
Joliet Property and paid all rents and occupancy expenses on a
timely basis. In August 1995, House of Fabrics notified the
Partnership that, under the provisions of the bankruptcy code,
they had rejected the lease and indicated that they would vacate
the Joliet Property at the end of January 1996. House of Fabrics
vacated the Joliet Property on January 31, 1996. The Partnership
has engaged a national brokerage firm to assist in re-leasing
this property.

Volume ShoeSource, Blaine, Washington

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On September 8, 1993, the Partnership purchased the land and
building at 439 Peace Portal Drive (the "Washington Property")
underlying a Volume ShoeSource store, a division of Payless
ShoeSource Inc., from Payless ShoeSource, Inc. for $1,627,822,
plus closing costs. The Partnership owns the Washington Property
in fee simple. The Washington Property is not subject to any
material mortgages, liens or other encumbrances.

The Washington Property consists of 10,900 square feet
situated on a .389 acre parcel and was fully renovated in 1992.
The Washington Property was leased to May Department Stores
Company Inc. for 10 years starting on the day of closing and
expiring on September 30, 2003, plus four five-year renewal
options. The tenant is obligated to pay base minimum rent each
month. In addition, the lease includes minimum rent escalations
of 15% of the then minimum base rent every five years beginning
in the sixth year of the lease. The tenant leased the property
under an absolute triple-net lease whereby the tenant pays for
all expenses related to the property including real estate taxes,
insurance premiums, maintenance and repair costs. The average
effective annual rental per square foot for each of the last
three years or portions thereof in which the Partnership owned
the Washington Property is $16.05, for the years ended 1995, 1994
and 1993.

The Federal income tax basis of the Washington Property is
$954,704 and depreciation is calculated on the straight line
method which varies between 39 years and 40 years. Annual realty
taxes are paid by the tenant and are $5,516.34 for 1995.

CompUSA, Duluth, Georgia

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On November 9, 1993, the Partnership purchased a 70.2%
interest in a joint venture (the "Joint Venture") with two of the
Affiliated Limited Partnerships that acquired the land and
building underlying a CompUSA store in Duluth, Georgia, a suburb
of Atlanta, in the Gwinnett Place Mall Shopping Area (the
"Georgia Property") from an unaffiliated seller for $2,350,000,
plus closing costs. The Joint Venture owns the Georgia Property
in fee simple. The Georgia Property is not subject to any
material mortgages, liens or other encumbrances.

The Georgia Property is a 25,000 square foot single story
building located on a 105,919 square foot parcel in Duluth,
Georgia. The single story building was completed in March 1993
utilizing a frame of steel and concrete block. The Georgia
Property is leased to CompUSA, Inc., a NYSE-listed company, for a
minimum term of 15 years (from March 1993). The tenant has the
option to renew the lease for up to four five-year terms. The
tenant is obligated to pay base minimum rent each month in the
amount of $20,703, plus periodic fixed increases of $.50 per
square foot of leasable every five years beginning in the sixth
lease year. The tenant leased the property under a triple net
lease whereby the tenant pays for all expenses related to the
property including real estate taxes, insurance, maintenance and
repair costs. The Joint Venture is responsible for the roof and
structural components of the building excluding normal
maintenance. The roof has a 15-year manufacturer's warranty
(from March 1993) that has been assigned to the Joint Venture.
The average effective annual rental per square foot for each of
the last three years or portion thereof in which the Partnership
owned the Georgia Property is $9.86, $10.04 and $9.94, for the
years ended 1995, 1994 and 1993, respectively.

The Federal income tax basis of the Georgia Property is
$2,475,640 and depreciation is calculated on the straight line
method which varies between 31 years and 40 years. Annual realty
taxes are paid by the tenant and were $36,477.30 for 1995.

Blockbuster Video, Eagan, Minnesota

The property is located at 2075 Cliff Road and consists of a
7,028 square foot building situated on a 37,364 square foot
parcel of land. The building was constructed in 1993 of concrete
block and steel frame covered with stucco.

East Side Mario's, Copely, Ohio

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On January 18, 1994, the Partnership purchased the land and
building located at 85 W. Montrose Avenue, Copely, Ohio (the
"Ohio Property") underlying an East Side Mario's restaurant, from
Morgan's Foods, Inc. for $1,435,000, plus closing costs. The
Partnership owns the Ohio Property in fee simple. The Ohio
Property is not subject to any material mortgages, liens or other
encumbrances.

Morgan's Food is the East Side Mario's franchisee for the
State of Ohio. The Ohio Property consists of a 6,240 square foot
building situated on 1.76 acres of land. The building was
constructed in 1993 of concrete block and steel frame. During
1994, the franchisor, Prime Group of Canada, Inc., sold the East
Side Mario's concept to Pizza Hut, Inc., a division of Pepsico,
Inc. This sale has no effect on the existing lease. The Ohio
Property is leased to Morgan's Creative Concepts, Inc. and the
lease is guaranteed by the parent company Morgan Foods, Inc., for
20 years expiring on January 31, 2014, plus two ten-year renewal
options. The tenant is obligated to pay base minimum rent each
month in the amount of $13,453 plus minimum rent escalations of
15% of the then minimum base rent every five years beginning in
the sixth year of the lease. The tenant is also obligated to pay
percentage rent of 5% of total annual sales which exceed a pre-
established amount. The tenant leased the Ohio Property under a
triple-net lease whereby the tenant pays for all expenses related
to the Ohio Property including real estate taxes, insurance, and
maintenance and repair costs. The average effective annual
rental per square foot for each of the last two years in which
the Partnership owned the Ohio Property is $25.87, for the years
ended 1995 and 1994.

The Federal income tax basis of the Ohio Property is
$975,894 and depreciation is calculated on the straight line
method which varies between 39 years and 40 years. Annual realty
taxes are paid by the tenant and were $20,424.72.

Walden Books Store, Miami, Florida

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On February 28, 1994, the Partnership purchased the land and
building located on the southeast corner of Kendall Drive and
S.W. 112th Street, Miami, Florida (the "Florida Property")
occupied by a Walden Books store located in Miami, Florida, from
an unaffiliated seller, for a purchase price of $1,680,000, plus
closing costs. The Walden Books Property was completed in
November 1988 and is leased under a triple-net lease to Walden
Books, Inc. for a minimum term ending January 31, 2009. The
tenant is obligated to pay base minimum rent each month in the
amount of $14,167 with scheduled increases in rent beginning in
February 1999. The tenant is also obligated to pay a percentage
of the rent based on the total annual sales which exceed a pre-
established amount. The Partnership owns the Florida Property in
fee simple. The Florida Property is not subject to any material
mortgages, liens or other encumbrances.

The Florida Property consists of a 8,500 square foot
building situated on .743 acres of land. The building was
constructed in 1988 of masonry block with stucco and dryvit
parapet. The Florida Property is leased under a triple-net lease
whereby the tenant pays for all expenses related to the Florida
Property, including real estate taxes, insurance premiums and
maintenance and repair costs. The Partnership is responsible for
repairs to the roof and structure. The average effective annual
rental per square foot for each of the last two years in which
the Partnership owned the Ohio Property is $20.00, for the years
ended 1995 and 1994.

The Federal income tax basis of the Ohio Property is
$1,225,195 and depreciation is calculated on the straight line
method which varies between 39 years and 40 years. Annual realty
taxes are paid by the tenant and were $25,140.29 for 1995.

Distributions

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $1,296,726, $1,244,736 and $495,347, respectively of
which $1,203,510, $1,030,281 and $492,617, respectively,
represented net income of the Partnership. Cash distributions
for the first quarter of 1996 were $327,397, of which $261,649
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. The actual
distribution for 1993 to each investor was calculated on a per
diem basis from the date of the investment at an annualized rate
of 5% to 6%. The distributions were generated from a combination
of property operations and interest income. 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 $0.2000 $0.2000 $0.1625 $0.1500 ---

May 15 0.1875 0.2000 0.1750 0.1500 $0.0920

August 15 --- 0.2000 0.2000 0.1250 0.1750

November 15 --- 0.2000 0.2500 0.1375 0.1500

The distribution percentage was decreased for May 15, 1996
as a result of the lease default by House of Fabrics, Inc., which
has vacated the Joliet, Illinois property. Future changes in the
Partnership's distributions would largely depend on sales at the
Partnership's 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, and no individual General Partner or
director or executive officer of the Corporate General Partner
beneficially owns any Units.

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 2,125.696 $10.00 $10.00
June 30, 1994 --- --- ---
September 30, 1994 2,700.000 $10.00 $10.00
December 31, 1994 1,009.873 $10.00 $10.00

March 31, 1995 1,548.473 $10.00 $10.00
June 30, 1995 968.101 $10.00 $10.00
September 30, 1995 --- --- ---
December 31, 1995 --- --- ---

March 31, 1996 3,500.000 $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

On October 14, 1993, Brauvin, Inc., an affiliate of the
Partnership, brought a lawsuit in the Circuit Court, 4th Judicial
Circuit in and for Duval County, Florida against an unaffiliated
seller due to the seller's alleged refusal to proceed under the
terms of a purchase and sale agreement pursuant to which Brauvin,
Inc. was to acquire three properties in Jacksonville, Florida.
In this lawsuit, Brauvin, Inc. sought specific performance of the
purchase and sale agreement to require the unaffiliated seller to
sell the subject properties to Brauvin, Inc. Brauvin, Inc.
subsequently amended its complaint to add the tenant of the
properties, Rally's, Inc., as an additional defendant seeking an
unspecified amount of damages. Rally's, Inc. was added because
of its activities which Brauvin, Inc. alleges have tortiously
interfered with the business relations between Brauvin, Inc. and
the seller. Brauvin, Inc. intended to transfer its contract
right with respect to such properties to the Partnership prior to
acquisition. Since Brauvin, Inc. was acting as an agent for the
Partnership, the Operating General Partners believe that it is
appropriate for the Partnership to defend the claims made against
its agent.

In response to the lawsuit, the seller made a counterclaim
against Brauvin, Inc. with counts for slander of title, tortious
interference with an advantageous business relationship,
conspiracy and to quiet title. The seller had also sued a former
employee of Brauvin, Inc. The counterclaim is seeking damages in
an amount in excess of $2,000,000, together with punitive
damages. The Partnership filed a motion to dismiss as the
Partnership believes the Florida court does not have jurisdiction
over the Partnership. During 1994, the motion to dismiss was
denied. The Partnership and the seller have held discussions in
an attempt to resolve the claims. Currently, the claims have not
been resolved and if no resolution occurs the Partnership intends
to vigorously defend itself with respect to this action, as the
Operating General Partners believe that the claims made lack
merit and therefore are unlikely to have any impact on the
Partnership's financial statements. The Partnership is not
taking a reserve in connection with this litigation, as the
amount is not material. However, the Partnership will establish
a reserve of $10,000 for such litigation in connection with its
liquidation and dissolution.

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 Sale and
the proposed Affiliated Transactions. Upon completion of the
Sale 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 interest in the
Purchaser. For information with respect to the Braults, see
"Certain Information About the Partnership, 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 will not have any affiliation with the Purchaser.
The Purchaser is in the process of securing equity and debt
financing to consummate the Sale 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 CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)
For Period August 7, 1991 (inception) to December 31, 1995
(In Dollars)
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Period Ended
December 31, December 31, December 31, December 31, December 31,
1995 1994 1993 1992 1991
<C> <C> <C> <C> <C>
Selected Income Statement Data:

Rental Income $ 1,643,736 $ 1,571,077 $ 639,565 $ 96,859 --

Interest Income 31,777 37,754 124,814 50,333 --

Net Income 1,203,510 1,030,281 492,617 47,090 --

Net Income Per
Unit (a) $ 0.74 $ 0.64 $ 0.42 $ 0.14 --

Selected Balance Sheet Data:

Cash and Cash
Equivalents $ 711,167 $ 569,244 $ 4,803,350 $ 2,411,424 1,000

Land, Buildings
and Improve-
ments 14,308,630 14,308,630 10,066,508 3,454,263 --

Total Assets 14,850,948 14,895,510 15,009,234 6,166,502 252,208

Cash Distribu-
tions to Limited
Partners 1,296,726 1,244,736 495,347 75,484 --

Cash Distribu-
tions to Limited
Partners Per
Unit(a) $ 0.80 $ 0.77 $ 0.43 $ 0.22 --

Book Value Per
Unit (b) $ 8.60 $ 8.66 $ 8.74 $ 8.81 --

(a) Net income per Unit and cash distributions 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.

</TABLE>

<PAGE> SCHEDULE II

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

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

Selected Income Statement Data:

Rental Income $ 388,593 $ 401,447

Interest Income 8,272 4,757

Net Income 261,649 299,869

Net Income Per Unit(a) $ 0.16 $ 0.19

Selected Balance Sheet Data:

Cash and Cash
Equivalents $ 698,052 $ 596,486

Land, Buildings and
Improvements 14,308,630 14,308,630

Total Assets 14,796,123 14,866,210

Cash Distributions to
Limited Partners 327,397 324,567

Cash Distributions to
Limited Partners Per
Unit (a) $ 0.20 $ 0.20

Book Value Per Unit(b) $ 8.55 $ 8.64

____________________________________

(a) Net income per Unit and cash distributions 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 Corporate
Lease Program IV L.P. 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, which includes
a vote for the Sale and the Liquidation, 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 Corporate Lease Program IV L.P.
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.

TABLE OF CONTENTS

Page

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Transaction . . . . . . . . . . . . . . . . . . . . . 4
Related Transactions. . . . . . . . . . . . . . . . . . . 5
The Special Meeting; Vote Required. . . . . . . . . . . . 5
Purpose of and Reasons for the Transaction. . . . . . . . 6
Effects of the Transaction. . . . . . . . . . . . . . . . 7
Valuation of the Assets; Fairness Opinion . . . . . . . . 8
Recommendations of the General Partners . . . . . . . . . 9
Conflicts of Interest . . . . . . . . . . . . . . . . . . 10

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . 11
Purpose of and Reasons for the Transaction. . . . . . . . 11
Alternatives to the Transaction . . . . . . . . . . . . . 17
Effects of the Transaction. . . . . . . . . . . . . . . . 20
Valuation of the Assets; Fairness Opinion . . . . . . . . 21
Recommendations of the General Partners . . . . . . . . . 27
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . 31
Costs Associated with the Transaction . . . . . . . . . . 31

SPECIAL MEETING OF THE LIMITED PARTNERS. . . . . . . . . . . . 32
Special Meeting; Record Date. . . . . . . . . . . . . . . 32
Procedures for Completing Proxies . . . . . . . . . . . . 32
Vote Required . . . . . . . . . . . . . . . . . . . . . . 34
Solicitation Procedures . . . . . . . . . . . . . . . . . 34
Revocation of Proxies . . . . . . . . . . . . . . . . . . 34

TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . 35
The Acquisition Agreement . . . . . . . . . . . . . . . . 35
Representations and Warranties of the Parties . . . . . . 36
Additional Agreements . . . . . . . . . . . . . . . . . . 37
Conditions to Closing the Transaction . . . . . . . . . . 37
Dissolution and Liquidation of the Partnership . . . . . 40
Determination of Cash Available for Distribution. . . . . 41
Termination of the Acquisition Agreement. . . . . . . . . 42
Amendment of the Acquisition Agreement. . . . . . . . . . 43
Amendment of Partnership Agreement. . . . . . . . . . . . 43
Related Transactions. . . . . . . . . . . . . . . . . . . 43

ACCOUNTING ISSUES AND
INCOME TAX CONSEQUENCES OF THE TRANSACTION . . . . . . . . . . 44
Accounting Issues . . . . . . . . . . . . . . . . . . . . 44
Income Tax Consequences of the Transaction. . . . . . . . 45

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . 47
Interests in the Purchaser. . . . . . . . . . . . . . . . 47
Purchaser Fees. . . . . . . . . . . . . . . . . . . . . . 47
Indemnification under the Partnership Agreement . . . . . 48
Indemnification by the Purchaser. . . . . . . . . . . . . 49

CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
ITS GENERAL PARTNERS AND THEIR AFFILIATES. . . . . . . . . . . 49
The Partnership . . . . . . . . . . . . . . . . . . . . . 49
The General Partners. . . . . . . . . . . . . . . . . . . 51
Description of the Assets . . . . . . . . . . . . . . . . 52
Distributions . . . . . . . . . . . . . . . . . . . . . . 57
Ownership of Units. . . . . . . . . . . . . . . . . . . . 58
Market for the Units. . . . . . . . . . . . . . . . . . . 58
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 59
Independent Certified Public Accountants. . . . . . . . . 60
Available Information . . . . . . . . . . . . . . . . . . 60

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 61

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 61

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 62

ANNEX I - VALUATION

ANNEX II - FAIRNESS OPINION

<PAGE>

Annex I

Valuation of Cushman & Wakefield

<TABLE>
Brauvin Corporate Lease Program IV L.P.

<CAPTION>
UNIT PROPERTY PROPERTY FOOT STREET
NO. TYPE NAME NOTES CITY ADDRESS ST.
<S> <C> <C> <C> <C> <C> <C>
21 RETAIL PAYLESS SHOESOURCE BLAINE 439 PEACE PORTAL DRIVE WA
7 RETAIL COMPUSA (1) DULUTH 3825 VENTURE DRIVE GA
18 SIT-DOWN EAST SIDE MARIO'S COPLEY 85 WEST MONTROSE AVENUE OH
14 SIT-DOWN STEAK 'N SHAKE PEERLESS PARK 76 SOUTH HIGHWAY DRIVE MO
13 RETAIL BLOCKBUSTER VIDEO EAGAN 2075 CLIFF ROAD MN
5 RETAIL WALDEN BOOKS MIAMI 11190 KENDAL DRIVE FL
6 SIT-DOWN MRS WINNER'S OAKWOOD 3465 MUNDY MILL ROAD GA
710 DAY-CARE CHILDREN'S WORLD ARLINGTON 1235 WEST SUBLETT ROAD TX
22 SIT-DOWN SHOWBIZ ASHWAUBENSON 1273 LOMBARDI ACCESS ROAD WI
10 RETAIL SOFRO FABRICS JOLIET 2900 COLORADO AVENUE IL
17 SIT-DOWN SHOWBIZ SPRINGFIELD 2345 VALLEY LOOP ROAD OH

</TABLE>
<PAGE>

<TABLE>
Brauvin Corporate Lease Program IV L.P.

<CAPTION>
UNIT PROPERTY PROPERTY FOOT BLG. LAND YEAR CUSHMAN AND WAKEFIELD VALUATION INDICATORS
NO. TYPE NAME NOTES SF SF BUILT C&W VALUE YR 1 $NOI OAR IRR OUT-OAR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21 RETAIL PAYLESS SHOESOURCE 10,900 16,950 1955 $1,280,000 $162,161 12.67% 11.00% 11.00%
7 RETAIL COMPUSA (1) 26,150 105,919 1992 $2,050,000 $228,603 11.15% 12.00% 11.00%
18 SIT-DOWN EAST SIDE MARIO'S 6,240 76,783 1993 $1,480,000 $150,170 10.15% 12.25% 11.50%
14 SIT-DOWN STEAK 'N SHAKE 3,722 39,900 1990 $1,150,000 $122,479 10.65% 12.25% 11.50%
13 RETAIL BLOCKBUSTER VIDEO 7,028 37,364 1993 $ 940,000 $100,908 10.73% 12.00% 11.00%
5 RETAIL WALDEN BOOKS 8,477 32,344 1987 $1,380,000 $157,848 11.44% 12.00% 11.00%
6 SIT-DOWN MRS WINNER'S 2,436 25,700 1983 $ 780,000 $ 79,726 10.22% 12.25% 11.50%
710 DAY-CARE CHILDREN'S WORLD 4,950 27,207 1984 $ 470,000 $ 46,800 9.96% 11.25% 11.50%
22 SIT-DOWN SHOWBIZ 10,172 85,063 1983 $1,080,000 $130,932 12.12% 12.50% 11.50%
10 RETAIL SOFRO FABRICS 20,000 79,192 1993 $1,570,000 $(38,800) (2.47)% 12.50% 11.50%
17 SIT-DOWN SHOWBIZ 10,183 120,618 1983 $ 920,000 $112,534 12.23% 12.50% 11.50%

FOOTNOTES:

(1) BRAUVIN HIGH-YIELD FUND L.P. OWNS 23.5%, BRAUVIN INCOME
PLUS III L.P. OWNS 6.3% AND BRAUVIN CORPORATE LEASE PROGRAM IV L.P. OWNS 70.2%.

</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 CORPORATE LEASE PROGRAM IV L.P., 150 South Wacker Drive,
Suite 3200,Chicago, Illinois 60606

This Proxy is Solicited on Behalf of Brauvin Corporate Lease
Program IV L.P.

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 Corporate Lease Program
IV L.P., 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 SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF
THE PARTNERSHIP TO BRAUVIN REAL ESTATE FUNDS L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY, AND THE LIQUIDATION AND DISSOLUTION OF
THE PARTNERSHIP, 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. 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" PROPOSAL 1.

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>