UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

CURRENT REPORT


FORM 8-K


Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


August 29, 2002
Date of Report (Date of earliest event reported)



DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)


Wisconsin
(State or other jurisdiction of incorporation)

 0-21455
(Commission File Number)

39-1518732
(IRS Employer Identification No.)

N19 W24130 Riverwood Drive, Suite 100
Waukesha, WI 53188
(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code:
(262) 522-8990

Item 2.  Acquisition or Disposition of Assets

Investment in Decade Mortgage Loan Partners LLC ("DMLP")

As previously reported, on July 30, 2002, the Partnership
purchased two office buildings (buildings known as "Spectrum,"
located in Maitland, Florida, and "Plymouth," located in
Clearwater, Florida [collectively, the "Properties"]) subject to
the nonrecourse mortgage loan (the "Note") that encumbered the
Properties, without the consent of the Lender.  The Partnership
requested Lender approval prior to closing but was unable to
obtain it due to the Lender's time constraints.  The Lender
however did indicate a willingness to work with the Partnership
or its affiliates to achieve a satisfactory result.  Those
negotiations resulted in the sale of the Note on August 29, 2002
by the Lender to Decade Mortgage Loan Partners, LLC ("DMLP"), a
newly formed Wisconsin limited liability company that was created
to purchase the Note.  The Partnership is a member of DMLP, along
with other affiliated entities, as hereafter described.

The General Partner created DMLP to purchase the Note and modify
certain terms of the Note, in order to complete the purchase of
the Properties, and thereby attempt to improve the potential
value of the Properties to be realized by the Partnership upon
any future sale.

The Partnership did not have sufficient cash reserves to purchase
and retire the Note by itself.  Initially, the General Partner
sought financial assistance from its bank and from affiliates.
Time constraints prevented the bank from participating in the
purchase of the mortgage loan on the Properties, because the
bank's underwriting requirements would not be able to meet the
lender's time constraints.  Therefore, the General Partner
determined that it was in the best interests of the Partnership
to create an affiliated limited liability company to provide the
capital necessary to purchase the Note.

The outstanding principal balance of the Note was approximately
$10,079,000 as of closing on July 30, 2002.  For income tax
considerations related to preserving the benefits of the Section
1031 Exchange to the extent possible, the Partnership needed to
reduce the balance of the Note from approximately $10.1 million
to approximately $8.8 million, which amount is equal to the
balance of the mortgage liability of The Meadows II Apartments,
which was sold on January 31, 2002.  Accordingly, the Partnership
earmarked approximately $1.3 million to be paid down on the
mortgage.  This amount was committed to the Lender on July 22,
2002, Therefore, the new limited liability company needed
approximately $8.8 million of capital to provide the funds
necessary to purchase the Note from the Lender.

On August 27, 2002, the Partnership used cash reserves of $4.2
million to purchase 4,200 Units (the "DMLP Units") (approximately
47.7% of the 8,805 DMLP Units issued and outstanding) of DMLP.
The other members of DMLP are five affiliated entities that are
either wholly owned or controlled by Mr. Jeffrey Keierleber, the
General Partner of Decade Companies, which is the Partnership's
General Partner.

The other members of DMLP consist of three corporations, which
are wholly owned by Mr. Keierleber, and two limited partnerships,
of which Mr. Keierleber owns a majority of the outstanding
limited partnership units.  The three wholly owned corporations
collectively own 3,130 DMLP Units (approximately 35.5% of the
8,805 DMLP Units issued and outstanding).  The three wholly owned
corporations are Decade Properties, Inc. with 1,330 DMLP Units
(approximately 15.1% of the 8,805 DMLP Units issued and
outstanding), DIC Corp. with 1,100 DMLP Units (approximately
12.5% of the 8,805 DMLP Units issued and outstanding), and Decade
Securities Corp. with 700 DMLP Units (approximately 7.9% of the
8,805 DMLP Units issued and outstanding).  The two other limited
partnerships that own DMLP Units are Decade 80-IV, a Limited
Partnership ("Decade 80-IV"), and Decade Companies Preferred
Placement VIII - Springtree Crossing, a Limited Partnership
("DCPP VIII").  Decade 80-IV owns 985 DMLP Units (approximately
11.2% of the 8,805 DMLP Units issued and outstanding).  Mr.
Keierleber owns 5,507 Decade 80-IV limited partnership units
(approximately 81.9% of the 6,725 Decade 80-IV Units issued and
outstanding).  DCPP VIII owns 490 DMLP Units (approximately 5.6%
of the 8,805 DMLP Units issued and outstanding).  Mr. Keierleber
owns 730 DCPP VIII limited partnership units (approximately 88.0%
of the 830 DCPP VIII Units issued and outstanding).

As a result of the aforementioned sale of DMLP Units, Mr.
Keierleber beneficially owns approximately 78.7% of the 8,805
issued and outstanding DMLP Units.

The Partnership's source of the funds used in this transaction
consisted of cash reserves held by the Partnership which were
obtained from the Exchange Escrow which had held the proceeds
from the sale of The Meadows II Apartments on January 31, 2002.

The Partnership did not pay an acquisition fee or sales
commission to the General Partner, or any affiliate, in
connection with its acquisition of the DMLP Units.  DMLP also did
not pay a fee to the General Partner, or any affiliate, in
connection with the transaction.

Purchase of Note by DMLP

On August 29, 2002, DMLP purchased the Note for $8,801,838 from
the Teachers Insurance and Annuity Association of America
("TIAA").  In conjunction with the transfer of the Note from TIAA
to DMLP, the Partnership paid TIAA approximately $1,726,000 to
(1) reduce the outstanding principal balance of the Note by
$1,277,226 (from $10,079,064 to $8,801,838), (2) pay a prepayment
penalty of $302,372 (the "Prepayment Premium") computed at 3% of
the outstanding principal balance of the Note payable to TIAA,
(3) pay accrued interest of $139,746 (the "Interest Payment"),
and (4) pay a late fee of $4,354 (the "Late Fee") computed at
five cents for each dollar (5% of $87,074.87) of delinquent
payment payable to TIAA.  The Late Fee was subsequently
reimbursed to the Partnership by the Seller of Spectrum and
Plymouth.  The Interest Payment included  $68,689 of prorated
interest for July which was received by the Partnership as a
closing credit from the Seller.

The Note contained terms which greatly increased the risk of
owning the Properties, and limited the marketability of the
Properties.  The Note required both Properties to be held as
collateral until the Note was paid in full.  Furthermore, the
Note permitted prepayment in whole, but not in part, with a
prepayment penalty computed under a yield maintenance formula
that was computed to be approximately $2.1 million as of the July
30 closing date.  The General Partner believed that unless the
Partnership held both Properties until August 1, 2007 (the
"Maturity Date"), there was a virtual certainty of paying a yield
maintenance penalty at some point.  Consequently, the terms of
the Note hindered one of the advantages of owning multiple
properties in different real estate markets.  The inability to
freely sell one of the Properties, without simultaneously selling
the other, limited the market to potential buyers who would be
financially able to own two office buildings in separate real
estate markets.  The General Partner believed that the lack of
flexibility to sell the Properties independently of each other,
and at different times as the Orlando and Clearwater real estate
market dictated, would have a negative impact on the potential
resale price of the Properties.  Accordingly, the General Partner
believed that it could have been very costly to sell either of
the Properties separately, or to sell the Properties or refinance
the mortgage prior to the Maturity Date.

The Note bears interest on the outstanding principal balance from
July 1, 1997 (the "Date of Loan") through and including the
Maturity Date at a fixed rate of 8.46% per annum.  The Note
provides for monthly payments of principal and interest of
$87,074.87.  The required loan payments amortize the principal
balance over a 293-month period (24 years, five months).  There
is a penalty for prepayment of the loan amount that was computed
to be approximately $2.1 million as of the July 30 closing date.
The Note may be prepaid in full, but not in part, on the first
day of any calendar month, upon 90 days prior notice to Lender
and upon payment in full of all amounts payable under the loan
documents (which would include a prepayment penalty).  The
Prepayment Premium consists of the greater of (1) 2% of the
outstanding loan principal balance and (2) an amount computed
under a yield maintenance formula defined in the Note.

In consideration for the Partnership's payment of the Prepayment
Premium, DMLP will modify certain terms of the Note to permit the
Partnership to prepay the Note in whole or in part and to release
collateral upon the sale of either Spectrum or Plymouth.  In
addition, DMLP will modify the yield maintenance formula under
certain conditions for the benefit of the Partnership.

There is no material relationship between TIAA and the
Partnership or any of the Partnership's affiliates, any general
partner, director or officer of the Partnership, or any associate
of any such general partner, director or officer.

DMLP's source of the funds used in this transaction consisted of
cash generated from the sale of the DMLP Units on August 27,
2002.

DMLP did not pay any fees to the General Partner, or any
affiliate, in connection with its acquisition of the Note (such
as mortgage placement fees or mortgage brokerage fees).  TIAA
also did not pay a fee to the General Partner, or any affiliate,
in connection with the transaction.

The Limited Partnership Agreement did not permit the purchase of
the Note on these terms.  Consequently, the General Partner
intends to seek approval of an Amendment of the Limited
Partnership Agreement to permit such investment.  The General
Partner believed that the transaction was in the best interest of
the Partnership and its limited partners.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Decade Companies Income Properties, A Limited Partnership
                    (Registrant)

By: Decade Companies
    (General Partner of the Registrant)


Date: September 13, 2002

By:/s/ Jeffrey Keierleber
   Jeffrey Keierleber, General Partner
   (Duly authorized to sign on behalf ofthe Registrant)