October 24, 1996

RE:  Decade Companies Income Properties -- A Limited Partnership

Dear Investor:

Enclosed with this letter is an offer by the Partnership to
purchase your Limited Partnership Interests ("Interests") for
$402 in cash per Interest.  The enclosed documents consist of an
Offer to Purchase, which you should read carefully, and a Letter
of Acceptance.

The General Partners believe that there are both Limited Partners
who desire to sell their Interests immediately for cash in order
to obtain liquidity and other Limited Partners who desire to
retain their Interests in order to benefit from any future profit
that may be realized from continued operation and eventual sale
of the Partnership's three apartment properties.  The Offer is
being made to accommodate the competing interests of both groups
of Limited Partners.

Limited Partners who tender their shares pursuant to the Offer
are in effect exchanging the certainty and liquidity of a current
sale for the potentially higher return of continued ownership of
their Interests, but the continued ownership of Interests also
entails the risk of loss of all or a portion of the investment of
the remaining Limited Partners.

In order to accept the Offer you must complete the enclosed
Letter of Acceptance and return it on or before November 20, 1996
(unless the Offer is extended, in which case we will notify you
in writing).  The Letter of Acceptance must be signed by the
person or persons in whose name the Interests are carried on the
Partnership's records in exactly the same manner in which such
name or names appear.  For your convenience we have attached a
label to page one of each Letter of Acceptance that indicates the
name or names of the Limited Partner(s), the address of record,
and the number of Interests owned.  The Partnership intends to
pay for Interests, which are tendered and accepted by the
Partnership, on or before December 13, 1996 in the name or names
that appear on the label and will be mailed to the address shown
on the label, unless different instructions are given per the
Letter of Acceptance.  Please carefully review the enclosed Offer
to Purchase which contains important information.

Cash distributions have been suspended for the third quarter of
1996 to set aside cash reserves to pay for the repurchase of
Interests.  The amount and frequency of future distributions will
be affected by several factors, including cash flow from
Partnership properties, cash reserves of the Partnership, number
of Interests tendered and purchased pursuant to this Offer, and
any financing required to fund this Offer.

Very truly yours,

Michael Sweet
Partnership Manager

MS/mt
Enclosures