November 28, 1996



     RE:  Decade Companies Income Properties Tender Offer

Dear Investor:

     We are pleased to report that on Wednesday, November 27, the
Partnership's Tender Offer was completed.  We feel the Tender
Offer was successful in accommodating the differing goals of the
limited partners.  For those who tendered their Interests, there
is immediate liquidity of their investment.  For those who did
not tender their Interests, there is an immediate increase in
their percentage ownership of the Partnership, including
acquiring a greater share of the equity, profit, and losses. 
Because Interests were tendered at a discount to estimated net
asset value, limited partners who did not tender will also
proportionately benefit to the extent of the discount.

     The Partnership does not intend to borrow any additional
funds to purchase any Interests.  Further, all Interests which
have been tendered have been accepted in full, without proration. 
We will tabulate the results of the Tender Offer after the
Thanksgiving holiday and report such results to you in a separate
letter.

     We believe the Tender Offer was beneficial for all limited
partners by enabling them to make a choice between immediate
liquidity and continued ownership.  We found a way to provide
liquidity to those who wanted it at a price generally above the
prevailing secondary market prices, while offering the benefits
of increased ownership to those partners who remained in the
Partnership.

     If you have any questions whatsoever regarding this or any
aspect of your investment in this program, please do not hesitate
to contact me at your earliest convenience.

                              Very truly yours,



                              Michael G. Sweet,
                              Partnership Manager