Exhibit (a)(ii)


                  MRI Business Properties Fund, Ltd.
                 5665 Northside Drive, N.W., Suite 370
                        Atlanta, Georgia  30328




                                                                June 2, 1995


Dear Limited Partner:

  Enclosed is the Schedule 14D-9 which was filed by the Partnership with
the Securities and Exchange Commission in connection with the offer by
DeForest Ventures I L.P. (the "Purchaser") to purchase limited
partnership units.

  The general partner of the Partnership is affiliated with the Purchaser. 
Accordingly, the Partnership is making no recommendation and is
remaining neutral as to whether limited partners should tender their
units pursuant to the offer.

  Limited partners are advised to carefully read the enclosed Schedule
14D-9.



                                     MRI Business Properties Fund, Ltd.