JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto)...

                    JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of statements on
Schedule 13D (including amendments thereto) with respect to the
limited partnership interests and assignee interests therein of
▇▇▇▇▇ Realty Fund, Ltd. III and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. 
In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 10th day of February,
1997.


                              AMERICAN HOLDINGS I, L.P.

                              By:  American Holdings I- GP, Inc.,               
                                   its general partner

                              By:  /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇            
                                   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                              Title: Vice President

                              AMERICAN HOLDINGS I-GP, INC.

                              By:  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇              
                                   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                              Title: Vice President

                              AMERICAN PROPERTY INVESTORS, INC.

                              By:  /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇        
                                   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
                              Title: Vice President 
                                                                 
                              ▇▇▇▇▇▇▇▇ CORP.

                              By:  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇            
                                   ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
                              Title: President

                              ▇▇▇▇ ▇. ICAHN  

                              By:  /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇          
                                   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
                                   Attorney-In-Fact



             [Joint Filing Agreement for Schedule 13D
          with respect to ▇▇▇▇▇ Realty Fund, Ltd. III]