EXHIBIT 99.15

LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST

[ ]

LIMITED PARTNERSHIP

PURSUANT TO AN OFFER

DATED MARCH 26, 1999

AIMCO PROPERTIES, L.P.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, ON JUNE 4, 1999, UNLESS EXTENDED.

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The Information Agent for the offer is:

RIVER OAKS PARTNERSHIP SERVICES, INC.

By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.

By Telephone:
Toll Free (818) 349-2005
or
(201) 896-1900

By Fax:
(201) 896-0910

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DESCRIPTION OF UNITS TENDERED
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE INDICATE CHANGES
OR NUMBER OF UNITS TENDERED
CORRECTIONS TO THE NAME, (ATTACH ADDITIONAL LIST, IF NECESSARY)
ADDRESS AND
TAX IDENTIFICATION NUMBER
PRINTED ABOVE.)
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2. NUMBER 3. NUMBER
OF UNITS OF UNITS 4. NUMBER 5. TOTAL
1. TOTAL TENDERED FOR TENDERED FOR OF UNITS NUMBER
NUMBER OF PREFERRED COMMON TENDERED FOR OF UNITS
UNITS OWNED OP UNITS OP UNITS CASH TENDERED
(#) (#) (#) (#) (#)
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To participate in the offer and receive either cash, Partnership Common
Units ("Common OP Units") of AIMCO Properties, L.P. (the "Purchaser") or Class
Two Partnership Preferred Units ("Preferred OP Units") of the Purchaser, you
must send a duly completed and executed copy of this Letter of Transmittal and
any other documents required by this Letter of Transmittal so that such
documents are received by River Oaks Partnership Services, Inc., the Information
Agent, on or prior to June 4, 1999 (the "Expiration Date"). THE METHOD OF
DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT
YOUR OPTION AND RISK AND, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY
OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE VALID DELIVERY.

FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE) OR (201) 896-1900.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)

To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.

[ ] Issue consideration to:

Name:
- ----------------------------------------
(Please type or Print)

Address:
- --------------------------------------

- ------------------------------------------------

- ------------------------------------------------
(Include Zip Code)

- ------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)

To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown above.

[ ] Mail consideration to:

Name:
- ----------------------------------------
(Please type or Print)

Address:
- --------------------------------------

- ------------------------------------------------

- ------------------------------------------------
(Include Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:

The undersigned (the "Limited Partner") hereby acknowledges that he or she
has received and reviewed (i) the Apartment Investment and Management Company
and AIMCO Properties, L.P. Prospectus, dated March 26, 1999, as supplemented or
amended from time to time, (ii) the Purchaser's Prospectus Supplement, dated
March 26, 1999, which describes the exchange offer, as supplemented or amended
from time to time, and (iii) this Letter of Transmittal, including the
Instructions hereto, as it may be supplemented or amended from time to time (the
"Letter of Transmittal"). (all constituting the "Offer").

Upon the terms and subject to the conditions set forth in the Offer, the
undersigned hereby tenders to the Purchaser the units of limited partnership
interest ("Units") in [ ], a [ ] limited partnership
(the "Partnership"), set forth in the box above entitled "Description of Units
Tendered" under the column entitled "Total Number of Units Tendered." For each
Unit that you tender, you may choose to receive as consideration per Unit (the
"Offer Price") any combination of Class Two Partnership Preferred
Units, ("Preferred OP Units"), Partnership Common Units ("Common
OP Units") or $ in cash, reduced in each case for the amount of
distributions, if any, made by the Partnership from the date the Offer commences
(the "Offer Date") until the Expiration Date. The number of Units you choose to
tender for each type of consideration will be set forth by you in the box above
entitled "Description of Units Tendered" under the columns entitled "Number of
Units Tendered for Preferred OP Units," "Number of Units Tendered for Common OP
Units," and "Number of Units Tendered for Cash." ALL HOLDERS OF UNITS WHO DO NOT
SPECIFY WHICH TYPE OF CONSIDERATION THEY WISH TO RECEIVE WILL BE DEEMED TO HAVE
ELECTED TO RECEIVE PREFERRED OP UNITS.

Subject to and effective upon payment of any of the Units tendered hereby
in accordance with the terms of the Offer, the undersigned hereby irrevocably
sells, assigns, transfers, conveys and delivers to, or upon the order of, the
Purchaser all right, title and interest in and to such Units tendered hereby
that are accepted for payment pursuant to the Offer, including, without
limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be entitled
in respect of the Units; (ii) all other payments, if any, due or to become due
to the undersigned in respect of the Units, under or arising out of the
Partnership Agreement, whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of the undersigned's
claims, rights, powers, privileges, authority, options, security interests,
liens and remedies, if any, under or arising out of the Partnership Agreement or
the undersigned's ownership of the Units, including, without limitation, all
voting rights, rights of first offer, first refusal or similar rights, and
rights to be substituted as a limited partner of the Partnership; and (iv) all
present and future claims, if any, of the undersigned against the Partnership,
the other partners of the Partnership, or the general partner and its
affiliates, including the Purchaser, under or arising out of the Partnership
Agreement, the undersigned's status as a limited partner, or the terms or
conditions of the Offer, for monies loaned or advanced, for services rendered,
for the management of the Partnership or otherwise.

The undersigned hereby irrevocably constitutes and appoints the Purchaser
and any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote or act in such manner as any such attorney
and proxy or substitute shall, in its sole discretion, deem proper with respect
to such Units, to do all such acts and things necessary or expedient to deliver
such Units and transfer ownership of such Units on the partnership books
maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Purchaser, to sign any and all documents necessary to authorize the transfer of
the Units to the Purchaser including, without limitation, the "Transferor's
(Seller's) Application for Transfer" created by the National Association of
Securities Dealers, Inc., if required, and upon receipt by the Information Agent
(as the undersigned's agent) of the offer price, to become a substitute limited
partner, to receive any and all distributions made by the Partnership from and
after the expiration date of the offer (regardless of the record date for any
such distribution), and to receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units all in accordance with the terms of
the Offer. This appointment is effective upon the purchase of the Units by the
Purchaser as provided in the Offer. Upon the purchase of Units pursuant to the
Offer, all prior proxies and consents given by the undersigned with respect to
such Units will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective).

In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and general partner to take any and all actions as may be required
to effect the
4

transfer of the undersigned's Units to the Purchaser (or its designee) and to
admit the Purchaser as a substitute limited partner in the Partnership under the
terms of the Partnership Agreement; (ii) empowers the Purchaser and its agent to
execute and deliver to the general partner a change of address form instructing
the general partner to send any and all future distributions to the address
specified in the form, and to endorse any check payable to or upon the order of
such Limited Partner representing a distribution to which the Purchaser is
entitled to the terms of the offer, in each case in the name and on behalf of
the tendering Limited Partner; and (iii) agrees not to exercise any rights
pertaining to the Units without the prior consent of the Purchaser.

NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT TO THE CONTRARY,
THE UNDERSIGNED HEREBY DIRECTS THE GENERAL PARTNER OF THE PARTNERSHIP TO MAKE
ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE TENDERED UNITS FOR PAYMENT TO
THE PURCHASER OR ITS DESIGNEE. Subject to and effective upon acceptance for
payment of any Unit tendered hereby, the undersigned hereby requests that the
Purchaser be admitted to each Partnership as a substitute limited partner under
the terms of its Partnership Agreement. Upon request, the undersigned will
execute and deliver additional documents deemed by the Information Agent or the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of Units tendered hereby and will hold any distributions received from
the Partnership after the Expiration Date in trust for the benefit of the
Purchaser and, if necessary, will promptly forward to the Purchaser any such
distributions immediately upon receipt. The Purchaser reserves the right to
transfer or assign, in whole or in part, from time to time, to one or more of
its affiliates, the right to purchase Units tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering limited
partners to receive payment for Units validly tendered and accepted for payment
pursuant to the Offer.

By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
that under certain circumstances set forth in the Offer, the Purchaser may not
be required to accept for payment any of the Units tendered hereby. In such
event, the undersigned understands that any Letter of Transmittal for Units not
accepted for payment may be destroyed by the Purchaser (or its agent). UNITS
TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THEIR
ACCEPTANCE FOR PAYMENT AS PROVIDED IN THE OFFER.

THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND THE GENERAL PARTNER OF THE PARTNERSHIP
MAKES NO RECOMMENDATION TO THE UNDERSIGNED AS TO WHETHER TO TENDER OR TO REFRAIN
FROM TENDERING UNITS IN THE OFFER AND THE UNDERSIGNED HAS MADE HIS OR HER OWN
DECISION TO TENDER UNITS.

The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.

The undersigned, if he is accepting the Offer for OP Units, hereby
acknowledges that he has reviewed the Third Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement") attached as Appendix B to the
Prospectus, and hereby accepts admission to the Purchaser as an Additional
Limited Partner and agrees to be bound by all of the provisions of the
Partnership Agreement, which is incorporated herein by reference, including,
without limitation, the power of attorney set forth in Section 2.4 of the
Partnership Agreement.
5

SIGNATURE BOX
(SEE INSTRUCTION 2)

Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).

TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.

The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offers, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C are true.

X
- --------------------------------------------------------------------------------
(SIGNATURE OF OWNER)

X
- --------------------------------------------------------------------------------
(SIGNATURE OF JOINT OWNER)

Name and Capacity (if other than individuals):
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Title:
- --------------------------------------------------------------------------------

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(CITY) (STATE) (ZIP)

Area Code and Telephone No. (Day):
- ------------------------------------------------------------------------

(Evening):
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SIGNATURE GUARANTEE
(IF REQUIRED)
(SEE INSTRUCTION 2)

Name and Address of Eligible Institution:
--------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Authorized Signature: X
- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------

Title:
- --------------------------------------- Date:
- ------------------------------------, 1999
6

TAX CERTIFICATIONS
(SEE INSTRUCTION 4)

By signing the Letter of Transmittal in the Signature Box, the Limited
Partner certifies as true under penalty of perjury, the representations in Boxes
A, B and C below. Please refer to the attached Instructions for completing this
Letter of Transmittal and Boxes A, B and C below.

BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 -- BOX A)

The Limited Partner hereby certifies the following to the Purchaser under
penalties of perjury:

(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on the
front of this Letter of Transmittal is the correct TIN of the Limited Partner,
unless the Units are held in an Individual Retirement Account (IRA); or if this
box [ ] is checked, the Limited Partner has applied for a TIN. If the Limited
Partner has applied for a TIN, a TIN has not been issued to the Limited Partner,
and either (a) the Limited Partner has mailed or delivered an application to
receive a TIN to the appropriate IRS Center or Social Security Administration
Office, or (b) the Limited Partner intends to mail or deliver an application in
the near future (it being understood that if the Limited Partner does not
provide a TIN to the Purchaser, 31% of all reportable payments made to the
Limited Partner will be withheld); and

(ii) Unless this box [ ] is checked, the Limited Partner is not subject to
backup withholding either because the Limited Partner: (a) is exempt from backup
withholding; (b) has not been notified by the IRS that the Limited Partner is
subject to backup withholding as a result of a failure to report all interest or
dividends; or (c) has been notified by the IRS that such Limited Partner is no
longer subject to backup withholding.

Note: Place an "X" in the box in (ii) above, only if you are unable to certify
that the Limited Partner is not subject to backup withholding.
7

BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 -- BOX B)

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the Limited Partner's Units in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:

(i) Unless this box [ ] is checked, the Limited Partner, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);

(ii) The Limited Partner's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;

(iii) The Limited Partner's home address (for individuals), or office
address (for non-individuals), is correctly printed (or corrected) on the front
of this Letter of Transmittal.

The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.

(SEE BOX C ON REVERSE SIDE)
8

BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 -- BOX C)

By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Limited Partner is an
"exempt foreign person" for purposes of the Backup Withholding rules under the
U.S. Federal income tax laws, because the Limited Partner has the following
characteristics:

(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;

(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and

(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a broker or barter
exchange.
9

INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL

1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Letter
of Transmittal (or facsimile thereof) and any other required documents must
be received by the Information Agent at one of its addresses (or its
facsimile number) set forth herein before 5:00 p.m., New York City Time, on
June 4, 1999, unless extended. To ensure receipt of the Letter of
Transmittal and any other required documents, it is suggested that you use
overnight courier delivery or, if the Letter of Transmittal and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested. WHERE NO DEFINITIVE
INDICATION IS MARKED IN THE BOX ENTITLED "DESCRIPTION OF UNITS TENDERED"
UNDER THE COLUMNS ENTITLED "NUMBER OF UNITS TENDERED FOR PREFERRED OP
UNITS," "NUMBER OF UNITS TENDERED FOR COMMON OP UNITS," AND "NUMBER OF
UNITS TENDERED FOR CASH," LETTERS OF TRANSMITTAL THAT HAVE BEEN DULY
EXECUTED SHALL BE DEEMED TO HAVE TENDERED ALL UNITS FOR PREFERRED OP UNITS
PURSUANT TO THE OFFER.

WHEN TENDERING BY FACSIMILE, PLEASE TRANSMIT ALL PAGES OF THE LETTER OF
TRANSMITTAL, INCLUDING TAX CERTIFICATIONS (BOXES A, B AND C).

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.

2.SIGNATURE REQUIREMENTS.

INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing the
Letter of Transmittal, to tender Units, Limited Partners must sign at the
"X" in the Signature Box of the Letter of Transmittal. The signature(s) must
correspond exactly with the names printed (or corrected) on the front of the
Letter of Transmittal. If the Letter of Transmittal is signed by the Limited
Partner (or beneficial owner in the case of an IRA), no signature guarantee
on the Letter of Transmittal is required. If any tendered Units are
registered in the names of two or more joint owners, all such owners must
sign this Letter of Transmittal.

IRA'S/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature guarantee
is required. Similarly, if Units are tendered for the account of a member
firm of a registered national security exchange, a member firm of the
National Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution"), no signature guarantee is required.

TRUSTEES, CORPORATIONS, PARTNERSHIPS AND FIDUCIARIES -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary
or representative capacity must sign at the "X" in the Signature Box and
have their signatures guaranteed by an Eligible Institution by completing
the signature guarantee set forth in the Signature Box of the Letter of
Transmittal. If the Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or others acting in a fiduciary or
representative capacity, such persons should, in addition to having their
signatures guaranteed, indicate their title in the Signature Box and must
submit proper evidence satisfactory to the Purchaser of their authority to
so act (see Instruction 3 below).

3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to, those listed below. Questions on documentation should be
directed to the Information Agent at its telephone number set forth herein.

DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian below).
10

EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents for
executor or administrator; and (a) a copy of applicable provisions of the
will (title page, executor(s)' powers, asset distribution); or (b) estate
distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other evidence of
authority to act. Partnership should furnish copy of the partnership
agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are named in the registration,
a copy of the cover page of the trust or pension plan, along with a copy of
the section(s) setting forth names and powers of trustee(s) and any
amendments to such sections or appointment of successor trustee(s).

4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of
the Letter of Transmittal or if consideration is to be sent to someone
other than such signer or to an address other than that set forth on the
Letter of Transmittal in the box entitled "Description of Units Tendered,"
the appropriate boxes on the Letter of Transmittal should be completed.

5. TAX CERTIFICATIONS. The Limited Partner(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the Limited Partner's
taxpayer identification number ("TIN") and certify as true, under penalties
of perjury, the representations in Box A, Box B and, if applicable, Box C.
By signing the Signature Box, the Limited Partner(s) certifies that the TIN
as printed (or corrected) on this Letter of Transmittal in the box entitled
"Description of Units Tendered" and the representations made in Box A, Box
B and, if applicable, Box C, are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
guidance in determining the proper TIN to give the Purchaser.

U.S. PERSONS. A limited partner that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those terms
are defined in the Code, should follow the instructions below with respect
to certifying Box A and Box B.

BOX A -- SUBSTITUTE FORM W-9.

Part (i), Taxpayer Identification Number -- Tendering limited partners must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service (the "IRS"), in addition to the limited
partner being subject to backup withholding.

Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering limited partner must certify, under
penalties of perjury, that such limited partner is not subject to backup
withholding. Certain limited partners (including, among others, all
corporations and certain exempt non-profit organizations) are not subject
to backup withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be obtained
from the IRS. DO NOT CHECK THE BOX IN BOX A, PART (II), UNLESS YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.

When determining the TIN to be furnished, please refer to the following as
a guide:

Individual accounts -- should reflect owner's TIN.
Joint accounts -- should reflect the TIN of the owner whose name appears
first.
Trust accounts -- should reflect the TIN assigned to the trust.
IRA custodial accounts -- should reflect the TIN of the custodian (not
necessary to provide). Custodial accounts for the benefit of
minors -- should reflect the TIN of the minor. Corporations, partnership or
other business entities -- should reflect the TIN assigned to that entity.

By signing the Signature Box, the limited partner(s) certifies that the TIN
as printed (or corrected) on the front of the Letter of Transmittal is
correct.

BOX B -- FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
limited partner transferring interests in a partnership with real estate
assets meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal to
10% of the purchase price
11

\for interests purchased. Tax withheld under Section 1445 of the Code is
not an additional tax. If withholding results in an overpayment of tax, a
refund may be obtained from the IRS. PART (I) SHOULD BE CHECKED ONLY IF THE
TENDERING LIMITED PARTNER IS NOT A U.S. PERSON, AS DESCRIBED THEREIN.

BOX C -- FOREIGN PERSONS -- In order for a tendering Limited Partner who is
a Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Limited Partner must
certify, under penalties of perjury, the statement in Box C of this Letter
of Transmittal, attesting to that Foreign Person's status by checking the
box preceding such statement. UNLESS THE BOX IS CHECKED, SUCH LIMITED
PARTNER WILL BE SUBJECT TO 31% WITHHOLDING OF TAX.

6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.

7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of a Letter of
Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for this Letter of Transmittal) will be final and binding. The
Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall
determine. This Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent are under any duty to give notification of defects in a
Letter of Transmittal and will incur no liability for failure to give such
notification.

8. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.

9. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or any person other than the person signing the Letter of
Transmittal) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.

10. MINIMUM TENDERS. A limited partner may tender any or all of his, her or its
Units; provided, however, that because of restrictions in the Partnership's
Limited Partnership Agreement, a partial tender of Units must be for a
minimum of [ ] Units (other than limited partners who hold Units in an
Individual Retirement Account or Keogh Plan). Tenders of fractional Units
will be permitted only by a limited partner who is tendering all Units
owned by that limited partner.

11. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.
12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
- ---------------------------------------------------------
---------------------------------------------------------

FOR THIS TYPE OF ACCOUNT: GIVE THE
TAXPAYER
IDENTIFICATION
NUMBER OF --
- ---------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
TAXPAYER
IDENTIFICATION
NUMBER OF --
- ---------------------------------------------------------

1. An individual account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on
the account
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person(3)
7. a The usual revocable The grantor trustee(1)
savings trust account
(grantor is also trustee)
b So-called trust account The actual owner(1)
that is not a legal or
valid trust under state
law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate or The legal entity (Do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local government,
school district, or prison)
that receives agricultural
program payments

- ---------------------------------------------------------
---------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE:If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

- An international organization or any agency, or instrumentality thereof.

- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a) of the Code.

- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- An entity registered at all times under the Investment Company Act of 1940.

- A foreign central bank of issue.

- A futures commission merchant registered with the Commodity Futures Trading
Commission.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441 of
the Code.

- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

- Payments of patronage dividends where the amount received is not paid in
money.

- Payments made by certain foreign organizations.

- Payments made to an appropriate nominee.

- Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

- Payments of tax-exempt interest (including exempt interest dividends under
section 852 of the Code).

- Payments described in section 6049(b)(5) to nonresident aliens.

- Payments on tax-free covenant bonds under section 1451 of the Code.

- Payments made by certain foreign organizations.

- Payments of mortgage interest to you.

- Payments made to an appropriate nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT
SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM
W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give correct taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
14

The Information Agent for the offer is:

River Oaks Partnership Services, Inc.

By Mail:
P.O. Box 2065
S. Hackensack, N.J. 07606-2065

By Overnight Courier:
111 Commerce Road
Carlstadt, N.J. 07072
Attn.: Reorganization Dept.

By Hand:
111 Commerce Road
Carlstadt, N.J. 07072
Attn.: Reorganization Dept.

By Telephone:
Toll Free (818) 349-2005
or
(201) 896-1900

By Fax:
(201) 896-0910