Exhibit (a)

Johnstown/Consolidated Income Partners
December 19, 1997


Dear Limited Partner:

              Enclosed is the Schedule 14D-9 which was filed by
Johnstown/Consolidated Income Partners (the "Partnership") with the Securities
and Exchange Commission in connection with an offer (the "Offer") by Madison
River Properties, L.L.C., a Delaware limited liability company (the
"Purchaser"), Insignia Properties, L.P., a Delaware limited partnership
("IPLP"), Insignia Properties Trust, a Maryland real estate investment trust
("IPT"), and Insignia Financial Group, Inc., a Delaware corporation
("Insignia," and together with IPLP, IPT and the Purchaser, the "Bidders"), to
purchase units of limited partnership interest ("Units") in the Partnership.

              The Partnership's sole general partner (the "General Partner") is
ConCap Equities, Inc., which is an affiliate of the Bidders. Due to the
affiliation between the General Partner of the Partnership and the Bidders, the
General Partner is subject to certain conflicts of interest in connection with
the response to the Offer.

              AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNER EXPRESSES ANY OPINION AS TO THE
OFFER AND EACH IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.

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


                                     Johnstown/Consolidated Income Partners