BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP, 10-K/A, 1995-07-17

BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-K/A, 1995-07-17
OPERATORS OF APARTMENT BUILDINGS

Previous: PHOTRONICS INC, SC 13D/A, 1995-07-17

Next: BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP, 10-K/A, 1995-07-17

July 14, 1995

Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312

Boston Financial Qualified Housing Limited Partnership
Form 10-K/A Annual Report for the Year Ended March 31, 1995
File Number 0-16796
Filing Fee Account Number 0000810663

Gentlemen:

Pursuant to the requirements of Rule 901(d) of Regulation S-T, enclosed is
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. Due
to a technical difficulty we were unable to electronically transmit the
exhibits which should accompany the Form 10-K document. One paper copy of the
document plus exhibits has been submitted to the above address on June 28,
1995. As a result of a conversation with Ms. Sylvia Reese of the Division of
Corporate Finance on Tuesday, June 27, 1995, it was her opinion that filing
the exhibits under Form 10-K/A, was the most advantageous way to complete the
filing.

Thank you for your attention and consideration regarding this matter.

Very truly yours,

BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

By: 29 Franklin Street, Inc.
its Managing General Partner

By: /s/ Fred N. Pratt, Jr.,
Fred N. Pratt, Jr.,
A Managing Director

QH110K-K.95
<PAGE>
The total number of pages contained in this report and any exhibits or
attachments hereto is . Index for Exhibits appears on Page .

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended Commission file number
March 31, 1995 0-16796

BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

Delaware 04-2947737
(State of organization) (I.R.S. Employer
Identification No.)
101 Arch Street, 16th Floor
Boston, Massachusetts 02110-1106
(Address of Principal executive office) (Zip Code)

Registrant's telephone number, including area code 617/439-3911

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on
None which registered
None

Securities registered pursuant to Section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
50,000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Subsection 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate sales price of partnership units held by nonaffiliates of
the registrant.

$50,000,000 as of March 31, 1995

<PAGE>

PART IV
Item 14 Exhibits, Financial Statement
Schedule and Reports on Form 8-K K-25

<PAGE>
PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) and (a)(2) Documents filed as a part of this Report

In response to this portion of Item 14, the financial statements,
financial statement schedules, and the auditors' reports relating thereto,
are submitted as a separate section of this Report. See Index to Financial
Statements and Schedules on page F-1 hereof.

The reports of auditors of the Local Limited Partnerships relating to the
audits of the financial statements of such Local Limited Partnerships appear
in Exhibit (28)(1) of this Report.

All other financial statement schedules and exhibits for which provision
is made in the applicable accounting regulation of the Securities and
Exchange Commission are not required under related instructions or are
inapplicable, and therefore have been omitted.

(a)(3)(b) None.

(a)(3)(c) Exhibits

Number and Description in Page Number or
Accordance with Incorporation
Item 601 of Regulation S-K by Reference to

4. Instruments defining the rights of security holders, including
indentures

4.1 Amended and Restated Agreement contained Exhibit A to Prospectus

and Certificate of Limited Partnership in Form S-11 Registration
dated as of June 13, 1987 Statement,
File Number 33-11910

28. Additional Exhibits
(a) 28.1 Reports of Other Independent Auditors 048

(a)(3)(c) Exhibits

Page Number or
Number and Description in Accordance with Incorporation
Item 601 of Regulation S-K by Reference to

(b) Audited financial statements of Local
Limited Partnerships 149
1. Cass House
2. Verdean Gardens

(a)(3)(c) Exhibits

Page Number or
Number and Description in Accordance with Incorporation
Item 601 of Regulation S-K by Reference to

(b) Audited financial statements of Local
Limited Partnerships 149
1. Cass House
2. Verdean Gardens
(c) Reports on Form 8-K date:
July 7, 1988
January 20, 1989
(d) Post-Effective Amendment No. 1-3 to Form
S-11 Registration Statement
(e) Prospectus-Sections Entitled: "Other
Government Assistance Programs:
"Estimated Use of Proceeds"
"Management Compensation and Fees"
"Profits and Losses for Tax Purposes,
Tax Credits and Cash Distributions"

(a)(3)(d) None.

DOCUMENTS INCORPORATED BY REFERENCE: SUBJECT TO RULE 126-32 OF THE SECURITIES
EXHANGE ACT OF 1934 REGARDING THE FOLLOWING DOCUMENTS IF INCORPORATED BY
REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS
INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS; (2) ANY PROXY OR
INFORMATION STATEMENT AND (3) ANY PROSPECTUS FILED PURSUANT TO RULE 424(b) OR
(c) UNDER THE SECURITIES ACT OF 1933.

<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)

Annual Report on form 10-K
For The Year Ended March 31, 1995
Reports of Independent Auditors

<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants
Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP Chicago, Illinois
Chicago, Illinois

We have audited the accompanying balance sheet of BOULEVARD COMMONS LIMITED
PARTNERSHIP, Project No. 071-35592, as of December 31, 1994 and the related
statements of profit and loss, changes in partners' equity and statement of
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and generally accepted Government Auditing Standards for financial
and compliance audits issued by the Comptroller General of the United States.
These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provided a
reasonable basis for our opinion.

As more fully described in the notes to the financial statements, the
Partnership has expensed construction period interest and real estate taxes
associated with the building. In our opinion, construction period interest
and taxes should be capitalized and depreciated over the life of the building
to conform with generally accepted accounting principles. In addition, the
Project recognized depreciation for the building over a shorter useful life
than would be allowable under generally accepted accounting principles. The
effects on the financial statements of the preceding practices are not
reasonably determinable.

In our opinion, except for the effects of the matters discussed in the
preceding paragraph, the financial statements referred to in the first
paragraph present fairly, in all material respects, the financial position of
BOULEVARD COMMONS LIMITED PARTNERSHIP as of December 31, 1994, and its profit
or loss, changes in partners' equity, and its cash flows for the year then
ended in conformity with generally accepted accounting principles. The
supporting data included in this report (shown on pages 15 through 19) has
been subjected to the same auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ HARAN & ASSOCIATES LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (708) 853-2580
January 25, 1995

<PAGE>
[Letterhead]

[LOGO]
Hechtman & Associates Ltd Jay Hechtman
Certified Public Accountants James E. Haran

INDEPENDENT AUDITOR'S REPORT

To the Partners HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP Chicago, Illinois
Chicago, Illinois

We have audited the accompanying statement of assets, liabilities, and
partners' equity--income tax basis of BOULEVARD COMMONS LIMITED PARTNERSHIP
(a limited partnership), Project No. 071-35592, as of December 31, 1992 and
the related statements of profit and loss--income tax basis, changes in
partners' equity--income tax basis and statement of cash flows--income tax
basis for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and generally accepted Government Auditing Standards for financial
and compliance audits issued by the Comptroller General of the United States.
These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provided a reasonable basis
for our opinion.

As described in the notes to the financial statements, the Partnership's
policy is to prepare its financial statements on the basis of accounting used
for income tax purposes and are not intended to be presented in conformity
with generally accepted accounting principles.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' equity of
BOULEVARD COMMONS LIMITED PARTNERSHIP at December 31, 1992, and its profit or
loss, changes in partners' equity, and its cash flows for the year then
ended, on the basis of accounting described in the notes to the financial
statements. The supporting data included in this report (shown on Pages 15
through 18) have been subjected to the same auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are
presented fairly in all material respects in relation to the basic financial
statements taken as a whole.

/s/ HECHTMAN & ASSOCIATES LTD.

HECHTMAN & ASSOCIATES LTD.
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
January 25, 1993

<PAGE>
[Letterhead]

GELFOND HOCHSTADT
PANGBURN & CO.
A Professional Corporation
Certified Public Accountants
and Business Consultants
Suite 2500
1600 Broadway
Denver, CO 80202-4925
(303) 831-5000/Fax: (303) 831-5032
A member of Horwath International
[Logo] HORWATH

INDEPENDENT AUDITORS' REPORT

To the Partners of
Sundance Housing Associates, Ltd.
Denver, Colorado

We have audited the accompanying balance sheet of Sundance Housing
Associates, Ltd., a limited partnership (the "Partnership"), HUD Project No.
101-36614, as of December 31, 1994, and the related statements of profit and
loss, changes in partners' equity (deficiency) and cash flow for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sundance Housing Associates,
Ltd., HUD Project No. 101-36614 as of December 31, 1994, and the results of
its operations and the changes in its partners' equity and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ Gelfond Hochstadt Pangburn & Co.

Gelfond Hochstadt Pangburn & Co.
January 20, 1995

<PAGE>
[Letterhead]

INDEPENDENT AUDITORS' REPORT ON ACCOMPANYING INFORMATION

To the Partners of
Sundance Housing Associates, Ltd.
Denver, Colorado

We conducted our audit to form an opinion on the basic financial statements
of Sundance Housing Associates, Ltd. taken as a whole. The accompanying
information on pages twelve through sixteen is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. This information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Gelfond Hochstadt Pangburn & Co.

Gelfond Hochstadt Pangburn & Co.
January 20, 1995

<PAGE>
[Letterhead]

GELFOND HOCHSTADT
PANGBURN STARK & CO.
A Professional Corporation
Certified Public Accountants
and Business Consultants
A member of Horwath International
Suite 2100
370 Seventeenth Street
Denver, CO 80202
(303) 595-4000/Fax: (303) 825-7132
[Logo] HORWATH

INDEPENDENT AUDITORS' REPORT

To the Partners of
Sundance Housing Associates, Ltd.
Denver, Colorado

We have audited the accompanying balance sheet of Sundance Housing
Associates, Ltd. (a limited partnership), HUD Project No. 101-36614, as of
December 31, 1993, and the related statements of profit and loss, changes in
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sundance Housing Associates,
Ltd., HUD Project No. 101-36614 as of December 31, 1993, and the results of
its operations and the changes in its partners' equity and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ Gelfond Hochstadt Pangburn Stark & Co.

Gelfond Hochstadt Pangburn Stark & Co.
February 7, 1994

<PAGE>
[Letterhead]

GELFOND HOCHSTADT
PANGBURN STARK & CO.
A Professional Corporation
Certified Public Accountants
and Business Consultants
Suite 2100
370 Seventeenth Street
Denver, CO 80202
(303) 595-4000/Fax: (303) 825-7132

INDEPENDENT AUDITORS' REPORT

To the Partners of
Sundance Housing Associates, Ltd.
Denver, Colorado

We have audited the accompanying balance sheet of Sundance Housing
Associates, Ltd. (a limited partnership), HUD Project No. 101-36614, as of
December 31, 1992, and the related statements of profit and loss, changes in
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sundance Housing Associates,
Ltd., HUD Project No. 101-36614 as of December 31, 1992, and the results of
its operations and the changes in its partners' equity and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ Gelfond Hochstadt Pangburn Stark & Co.

Gelfond Hochstadt Pangburn Stark & Co.
February 1, 1993

<PAGE>
[Letterhead]

[Pyramid logo]

ARONSON, FETRIDGE & WEIGLE
A Professional Corporation
Certified Public Accountants
and Management Consultants

Independent Auditor's Report

The Partners HUD Field Office Director
2225 NEW YORK AVENUE, LTD. 1600 Thockmorton
T/A PEBBLE CREEK APARTMENTS P.O. Box 2905
11781 Lee Jackson Highway, #320 Fort Worth, Texas 76113-2905
Fairfax, Virginia 22033

We have audited the Balance Sheet of 2225 NEW YORK AVENUE, LTD. (A Limited
Partnership) T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607 as of
December 31, 1994, and the related Statements of Profit and Loss, Partners'
Capital and Cash Flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 2225 NEW YORK AVENUE, LTD.
T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607 as of December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

<PAGE>
[Letterhead]

[Pyramid logo]

ARONSON, FETRIDGE & WEIGLE
A Professional Corporation
Certified Public Accountants
and Management Consultants

Independent Auditor's Report

The Partners HUD Field Office Director
2225 NEW YORK AVENUE, LTD. 1600 Thockmorton
(A Limited Partnership) P.O. Box 2905
T/A PEBBLE CREEK APARTMENTS Fort Worth, Texas 76113-2905
11781 Lee Jackson Highway, #320
Fairfax, Virginia 22033

We have audited the Balance Sheet of 2225 NEW YORK AVENUE, LTD. (A Limited
Partnership) T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607 as of
December 31, 1993, and the related Statements of Profit and Loss, Changes in
Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 2225 NEW YORK AVENUE, LTD.
T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607 as of December 31,
1993, and the results of its operations and its cash flow for the year then
ended in conformity with generally accepted accounting principles.

<PAGE>
Independent Auditor's Report (Continued)

The accompanying financial statements have been prepared assuming that 2225
NEW YORK AVENUE, LTD. T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Partnership's excess of current liabilities over current
assets and its net loss raise substantial doubt about the Partnership's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Aronson, Fetridge & Weigle

Aronson, Fetridge & Weigle
Rockville, Maryland
January 19, 1994

<PAGE>
[Letterhead]

[Pyramid logo]

ARONSON, FETRIDGE, WEIGLE & SCHIMEL
A Professional Corporation
Certified Public Accountants
and Management Consultants

Independent Auditors' Report

The Partners
2225 NEW YORK AVENUE, LTD.
(A Limited Partnership)
T/A PEBBLE CREEK APARTMENTS
1901 Pennsylvania Ave., N.W. #800
Washington, D.C. 20006

We have audited the Balance Sheet of 2225 NEW YORK AVENUE, LTD. (A Limited
Partnership) T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607 as of
December 31, 1992, and the related Statements of Profit and Loss, Changes in
Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 2225 NEW YORK AVENUE, LTD.
T/A PEBBLE CREEK APARTMENTS, FHA Project No. 113-36607 as of December 31,
1992, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

<PAGE>
Independent Auditor's Report (Continued)

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Year End Report and
Analysis--Supplementary Data presented on pages 14-19, the Independent
Auditors' Report on Internal Control Structure on pages 22-24, and the
Independent Auditors' Report on Compliance with Specific Requirements
Applicable to Major HUD Programs on page 21 are presented for purposes of
additional analysis and regulatory requirements and are not a required part
of the basic financial statements. Such information had been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

The accompanying financial statements and supplemental material have been
prepared assuming that 2225 NEW YORK AVENUE, LTD. T/A PEBBLE CREEK
APARTMENTS, FHA Project No. 113-36607 will continue as a going concern. As
discussed in Notes 6 and 7 to the financial statements, the Partnership's
current liquidity problems and recurring cash deficits from operations and
unresolved regulatory matters with HUD raise substantial doubt about the
Partnership's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 6. The financial
statements and supplemental material do not include any adjustments relating
to the recoverability and classification of reported asset amounts or the
amounts and classification of liabilities that might result from the outcome
of this uncertainty.

/s/ Aronson, Fetridge, Weigle & Schimel

Aronson, Fetridge, Weigle & Schimel
Rockville, Maryland
January 15, 1993

<PAGE>
[Letterhead]

[LOGO]
ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Cass House Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-057-S) as of December 31, 1994, and the related
statements of changes in partners' deficit, operations (MHFA Form F.C.-2A)
and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year then ended. These
financial statements are the responsibility of the general partners. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the general partners, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cass House Associates
Limited Partnership as of December 31, 1994, and the results of its
operations, its cash flows and changes in partners' deficit for the year then
ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note I to the
financial statements, the Partnership has suffered recurring losses from
operations and has a net working capital deficiency, which raises substantial
doubt about its ability to continue in existence. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Ziner & Company, P.C.

January 23, 1995

<PAGE>
[Letterhead]

[LOGO]
ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Cass House Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-057-S) as of December 31, 1993, and the related
statements of changes in partners' deficit, operations (MHFA Form F.C.-2A)
and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year then ended. These
financial statements are the responsibility of the general partners. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cass House Associates
Limited Partnership as of December 31, 1993, and the results of its
operations, its cash flows and changes in partners' deficit for the year then
ended in conformity with generally accepted accounting principles.

/s/ Ziner & Company, P.C.

January 27, 1994

<PAGE>
[Letterhead]

[LOGO]
ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Cass House Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-057-S) as of December 31, 1992, and the related
statements of changes in partners' deficit, operations (MHFA Form F.C.-2A)
and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year then ended. These
financial statements are the responsibility of the general partners. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cass House Associates
Limited Partnership as of December 31, 1992, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Ziner & Company, P.C.

January 22, 1993

<PAGE>
[Letterhead]

[LOGO]
ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
Limited Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Verdean Gardens Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-082-S) as of December 31, 1994, and the related
statements of changes in partners' equity (deficiency) (MHFA Form F.C.-3C)
operations (MHFA Form F.C.-2A) and cash flows (MHFA Forms F.C.-4A, -4B & -4C)
for the year then ended. These financial statements are the responsibility of
the general partners. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Verdean Gardens
Associates Limited Partnership as of December 31, 1994, and the results of
its operations, its cash flows and its changes in partners' deficit for the
year then ended in conformity with generally accepted accounting principles.

/s/ Ziner & Company, P.C.

January 27, 1995

<PAGE>
[Letterhead]

[LOGO]
ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
Limited Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Verdean Gardens Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-057-N) as of December 31, 1993, and the related
statements of changes in partners' deficit, operations (MHFA Form F.C.-2A)
and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year then ended. These
financial statements are the responsibility of the general partners. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Verdean Gardens
Associates Limited Partnership as of December 31, 1993, and the results of
its operations, its cash flows and its changes in partners' deficit for the
year then ended in conformity with generally accepted accounting principles.

/s/ Ziner & Company, P.C.

January 28, 1994

<PAGE>
[Letterhead]

[LOGO]
ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
Limited Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Verdean Gardens Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-057-N) as of December 31, 1992, and the related
statements of changes in partners' deficit, operations (MHFA Form F.C.-2A)
and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year then ended. These
financial statements are the responsibility of the general partners. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Verdean Gardens
Associates Limited Partnership as of December 31, 1992, and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Ziner & Company, P.C.

January 22, 1993

<PAGE>
[Letterhead]

ROBERT STEPHENSON
An Accountancy Corporation
515 N. Sepulveda Blvd., Suite A
Manhattan Beach, California 90266
(310) 318-1592

Partners HUD Field Office Director
Medford Hotel Associates Limited Partnership Portland, Oregon

I have audited the balance sheet of Medford Hotel Associates Limited
Partnership (an Oregon limited partnership) as of December 31, 1994 and the
related statements of operations, partnership capital, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards and with generally accepted government auditing standards for
financial and compliance audits issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Medford Hotel Associates
Limited Partnership at December 31, 1994 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ Robert Stephenson

Manhattan Beach, California
February 13, 1995
EIN 95-3497150

<PAGE>
[Letterhead]

ROBERT STEPHENSON
An Accountancy Corporation
515 N. Sepulveda Blvd., Suite A
Manhattan Beach, California 90266
(310) 318-1592

Partners HUD Field Office Director
Medford Hotel Associates Limited Partnership Portland, Oregon

I have audited the balance sheet of Medford Hotel Associates Limited
Partnership (an Oregon limited partnership) as of December 31, 1993 and the
related statements of operations, partnership capital, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on my audit.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Medford Hotel Associates
Limited Partnership at December 31, 1993 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ Robert Stephenson

Manhattan Beach, California
February 17, 1994
EIN 95-3497150

<PAGE>
[Letterhead]

FANKHAUSER & ASSOCIATES
Certified Public Accountants Edwin H. Fankhauser, C.P.A.
2022 South 2100 East--Salt Lake City, Utah 84108--Phone (801) 485-6809

Independent Auditors' Report

To the Partners
Medford Associates Limited Partnership

We have audited the accompanying balance sheet of Medford Hotel Associates
Limited Partnership as of December 31, 1992 and the related statements of
operations, partners' capital and cash flows for the year ended December 31,
1992. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Medford Hotel Associates
Limited Partnership as of December 31, 1992, and the results of its
operations and the changes in partners' capital and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ Fankhauser & Associates

March 23, 1993
Salt Lake City, Utah

<PAGE>
[Letterhead]

ROBERT STEPHENSON
An Accountancy Corporation
515 N. Sepulveda Blvd., Suite A
Manhattan Beach, California 90266
(310) 318-1592

Partners HUD Field Office Director
Oregon Landmark-Three Limited Partnership Denver, Colorado

I have audited the balance sheet of Oregon Landmark-Three Limited
Partnership (an Oregon limited partnership) as of December 31, 1994 and the
related statements of operations, deficit in partnership capital, and cash
flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility is to
express an opinion on these financial statements based on my audit.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oregon Landmark-Three
Limited Partnership at December 31, 1994 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ Robert Stephenson

Manhattan Beach, California
February 15, 1995
EIN 95-3497150

<PAGE>
[Letterhead]

ROBERT STEPHENSON
An Accountancy Corporation
515 N. Sepulveda Blvd., Suite A
Manhattan Beach, California 90266
(310) 318-1592

Partners HUD Field Office Director
Oregon Landmark-Three Limited Partnership Denver, Colorado

I have audited the balance sheet of Oregon Landmark-Three Limited
Partnership (an Oregon limited partnership) as of December 31, 1993 and the
related statements of operations, deficit in partnership capital, and cash
flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility is to
express an opinion on these financial statements based on my audit.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oregon Landmark-Three
Limited Partnership at December 31, 1993 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ Robert Stephenson

Manhattan Beach, California
February 14, 1994
EIN 95-3497150

<PAGE>
[Letterhead]

FANKHAUSER & ASSOCIATES
Certified Public Accountants Edwin H. Fankhauser, C.P.A.
2022 South 2100 East--Salt Lake City, Utah 84108--Phone (801) 485-6809

Independent Auditors' Report

The General Partners
Oregon Landmark-Three Limited Partnership:

We have audited the accompanying balance sheet of Oregon Landmark--Three
Limited Partnership as of December 31, 1992 and the related statements of
operations, partners' deficit, and cash flows for the year ended December 31,
1992. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oregon Landmark-Three
Limited Partnership as of December 31, 1992, and the results of its
operations and the changes in partners' capital and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Oregon Landmark-Three Limited Partnership will continue as a going concern.
As discussed in note 4 to the financial statements, the Partnership converted
its construction loan to long-term debt in September 1990. The Partnership's
ability to continue as a going concern is dependent upon its ability to
obtain funding from its general partners until such time as partnership
activities are sufficient to fund operations. Management's plans in regard to
these matters are described in note 4. The financial statements do not
include any adjustments or classifications relating to these uncertainties.

/s/ Fankhauser & Associates

March 23, 1993
Salt Lake City, Utah

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying balance sheet of Trenton Apartments, Ltd. (a
limited partnership) (HUD Project No. 105-94006) as of December 31, 1994 and
the related statements of profit and loss, partners' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Project's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trenton Apartments, Ltd. (a
limited partnership) (HUD Project No. 105-94006) as of December 31, 1994, and
the results of its operations and changes in partners' equity and cash flows
for the year then ended, in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 13 to 19) are presented for the purposes of
additional analysis and are not a required part of the basic statement of
Trenton Apartments, Ltd. (a limited partnership) (HUD Project No. 105-94006).
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 24, 1995

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying balance sheet of HUD Project No. 105-94006
of the Trenton Apartments, Ltd. (a limited partnership) as of December 31,
1993 and the related statements of profit and loss, partners' equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Project's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUD Project No. 105-94006 as
of December 31, 1993, and the results of its operations and changes in
partners' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 13 to 20) are presented for the purposes of
additional analysis and are not a required part of the basic statement of HUD
Project No. 105-94006. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
February 1, 1994

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying balance sheet of HUD Project No. 105-10503
of the Trenton Apartments, Ltd. (a limited partnership) as of December 31,
1992 and the related statements of profit and loss, partners' equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Project's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUD Project No. 105-10503 as
of December 31, 1992, and the results of its operations and changes in
partners' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 12 to 18) are presented for the purposes of
additional analysis and are not a required part of the basic statement of HUD
Project No. 105-10503. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
February 1, 1993

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Lakeview Heights Apartments, Ltd.

We have audited the accompanying balance sheet of Lakeview Heights
Apartments, Ltd. (a limited partnership) (HUD Project No. 105-94007) as of
December 31, 1994 and the related statements of profit and loss, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lakeview Heights Apartments,
Ltd. (a limited partnership) (HUD Project No. 105-94007) as of December 31,
1994, and the results of its operations and changes in partners' equity and
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 13 to 19) are presented for the purposes of
additional analysis and are not a required part of the basic statements of
Lakeview Heights Apartments, Ltd. (a limited partnership) (HUD Project No.
105-94007). Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 24, 1995

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Lakeview Heights Apartments, Ltd.

We have audited the accompanying balance sheet of HUD Project No. 105-94007
of the Lakeview Heights Apartments, Ltd. (a limited partnership) as of
December 31, 1993 and the related statements of profit and loss, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUD Project No. 105-94007 as
of December 31, 1993, and the results of its operations and changes in
partners' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 13 to 20) are presented for the purposes of
additional analysis and are not a required part of the basic statement of HUD
Project No. 105-94007. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 26, 1994

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Lakeview Heights Apartments, Ltd.

We have audited the accompanying balance sheet of HUD Project No. 105-10504
of the Lakeview Heights Apartments, Ltd. (a limited partnership) as of
December 31, 1992 and the related statements of profit and loss, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUD Project No. 105-10504 as
of December 31, 1992, and the results of its operations and changes in
partners' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 12 to 18) are presented for the purposes of
additional analysis and are not a required part of the basic statement of HUD
Project No. 105-10504. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
February 5, 1993

<PAGE>
[Letterhead]

[Logo]
Coopers Coopers & Lybrand L.L.P.
&Lybrand a professional services firm

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Windsor Court Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Windsor Court Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 101-36615, as of
December 31, 1994 and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Court Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 101-36615, as of
December 31, 1994 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

As discussed in Note 5 to the financial statements, in connection with the
1993 Section 8 Moderate Rehabilitation Program audit, HUD has asserted that
the Partnership violated certain requirements related to the displacement and
relocation of tenants while the project was undergoing renovation. HUD
estimates that it is entitled to recoup approximately $1,959,000 in past
subsidy payments and to reduce future subsidy payments by approximately
$4,442,000 over the remainder of the HAP contract. Without these subsidies,
the Partnership may not be able to continue to operate as a going concern.
HUD has not yet attempted to enforce its position, but should HUD do so, the
Partnership has asserted that it intends to vigorously contest the matter.
The ultimate outcome of this threatened litigation cannot presently be
determined. Accordingly, no provision for potential loss regarding this
matter has been reflected in the accompanying financial statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers certified public
&Lybrand accountants

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Windsor Court Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Windsor Court Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 101-36615, as of
December 31, 1993 and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Court Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 101-36615, as of
December 31, 1993 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

As discussed in Note 5 to the financial statements, in connection with the
Section 8 Moderate Rehabilitation Program audit, HUD has asserted that the
Partnership violated certain requirements related to the displacement and
relocation of tenants while the project was undergoing renovation. HUD
estimates that it is entitled to recoup approximately $1,959,000 in past
subsidy payments and to reduce future subsidy payments by approximately
$4,442,000 over the remainder of the HAP contract. HUD has not yet attempted
to enforce its position, but should HUD do so, the Partnership intends to
vigorously contest the matter. The ultimate outcome of this threatened
litigation cannot presently be determined. Accordingly, no provision for
potential loss regarding this matter has been reflected in the financial
statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1994

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Windsor Court Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Windsor Court Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 101-36615, as of
December 31, 1992 and the related statements of profit and loss (HUD Form No.
92410), partners' equity (deficiency), and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Court Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 101-36615, as of
December 31, 1992 and the results of its operations and cash flows for the
year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations and cash flow deficits that raise substantial doubt about its
ability to continue as a going concern. The General partners' plans in regard
to these matters are also described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 15, 1993

<PAGE>
[Letterhead]

[Logo]
Coopers Coopers & Lybrand L.L.P.
&Lybrand a professional services firm

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Terrace Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608, as of December 31,
1994, and the related statements of profit and loss, partners' equity
(deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608 as of December 31,
1994, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Terrace Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608, as of December 31,
1993 and the related statements of profit and loss, partners' equity
(deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608 as of December 31,
1993, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

As discussed in Note 5 to the financial statements, in connection with the
Section 8 Moderate Rehabilitation Program audit, the HUD Inspector General of
Audit has directed the Oklahoma City Housing Authority to reduce initial base
and contract rents and recover excess subsidies paid by HUD to the Project
retroactively to November 1, 1987. The total effect of these directives is
estimated to be $1,500,000. No provision for the potential rent reduction has
been made in the accompanying financial statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1994

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Terrace Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608, as of December 31,
1992, and the related statements of profit and loss, partners' equity
(deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608 as of December 31,
1992, and the results of its operations and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 15, 1993

<PAGE>
[Letterhead]

[Logo]
Coopers Coopers & Lybrand L.L.P.
&Lybrand a professional services firm

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Rolling Green Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Rolling Green Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 117-36603, as of
December 31, 1994 and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the General Partners of the Partnership.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rolling Green Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 117-36603, as of
December 31, 1994 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Rolling Green Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Rolling Green Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 117-36603, as of
December 31, 1993 and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the General Partners of the Partnership.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rolling Green Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 117-36603, as of
December 31, 1993 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

As discussed in Note 5 to the financial statements, in connection with the
Section 8 Moderate Rehabilitation Program audit, the HUD Inspector General of
Audit has directed the Oklahoma Housing Finance Authority to reduce initial
base and contract rents and recover excess subsidies paid by HUD to the
project retroactively to July 6, 1987. The total effect of these directives
is estimated to be $940,000. No provision for the potential rent reduction
has been made in the accompanying financial statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1994

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Rolling Green Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Rolling Green Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 117-36603, as of
December 31, 1992 and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the General Partners of the Partnership.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rolling Green Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 117-36603, as of
December 31, 1992 and the results of its operations and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

As discussed in Note 5 to the financial statements, in connection with the
Section 8 Moderate Rehabilitation Program audit, the HUD Inspector General of
Audit has directed the Oklahoma Housing Finance Authority to reduce initial
base and contract rents and recover excess subsidies paid by HUD to the
project retroactively to July 6, 1987. The total effect of these directives
is estimated to be $940,000. No provision for the potential rent reduction
has been made in the accompanying financial statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 15, 1993

<PAGE>
[Letterhead]

[Logo]
Coopers Coopers & Lybrand L.L.P.
&Lybrand a professional services firm

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Sierra Vista Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1994, and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1994, and the results of its operations and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

As discussed in Note 5 to the financial statements, in connection with the
1993 Section 8 Moderate Rehabilitation Program audit, HUD has asserted that
the Partnership violated certain requirements related to the displacement and
relocation of tenants while the project was undergoing renovation. HUD
estimates that it is entitled to recoup approximately $4,143,000 in past
subsidy payments and to reduce future subsidy payments by approximately
$9,516,000 over the remainder of the HAP contract. Without these subsidies,
the Partnership may not be able to continue to operate as a going concern.
HUD has not yet attempted to enforce its position, but should HUD do so, the
Partnership has asserted that it intends to vigorously contest the matter.
The ultimate outcome of this threatened litigation cannot presently be
determined. Accordingly, no provision for potential loss regarding this
matter has been reflected in the financial statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Sierra Vista Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1993, and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1993, and the results of its operations and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

As discussed in Note 5 to the financial statements, in connection with the
Section 8 Moderate Rehabilitation Program audit, the HUD Inspector General of
Audit has asserted that the contract rents of the project should be reduced
by approximately $253,000 over the contract term. In addition, HUD has
asserted that the Partnership violated certain requirements related to the
displacement and relocation of tenants while the project was undergoing
renovation. In connection with this issue, HUD has asserted that it is
entitled to recoup approximately $4,143,000 in past subsidy payments and to
reduce future subsidy payments by approximately $9,516,000 over the remainder
of the HAP contract. HUD has not yet attempted to enforce its positions, but
should HUD do so, the Partnership intends to vigorously contest these
matters. The ultimate outcome of this threatened litigation cannot presently
be determined. Accordingly, no provision for potential loss regarding these
matters has been reflected in the financial statements.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 1, 1994

<PAGE>
[Letterhead]

[Logo]
Coopers certified public accountants
&Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Sierra Vista Housing Associates, Ltd.
(a Limited Partnership):

We have audited the accompanying balance sheet of Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1992 and the related statements of profit and loss, partners'
equity (deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1992, and the results of its operations and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
February 15, 1993

<PAGE>
[Letterhead]

[Logo] VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants and Business Advisors

INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Courts Limited Partnership

We have audited the accompanying balance sheets of Coronado Courts Limited
Partnership, HUD Project No. 123- 36605, as of December 31, 1994 and 1993,
and the related statements of profit and loss, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coronado Courts Limited
Partnership as of December 31, 1994 and 1993, and the results of its
operations, changes in partners' capital and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
information (shown on pages 13 to 18) is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements of Coronado Courts Limited Partnership. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Vroman, McGowen, Hurst, Clark & Smith, P.C.

Des Moines, Iowa
February 10, 1995

Other Auditor Information:
Lead Auditor - Michael W. McNichols
Federal I.D. Number - 42-1104473

<PAGE>
[Letterhead]

[Logo] VMcHC&S
Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants
317 6th Avenue * Suite 400 * Des Moines, Iowa 50309-4136
515-288-3279 * Fax: 515-280-1490

INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Courts Limited Partnership

We have audited the accompanying balance sheets of Coronado Courts Limited
Partnership, HUD Project No. 123- 36605, as of December 31, 1993 and 1992,
and the related statements of profit and loss, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coronado Courts Limited
Partnership as of December 31, 1993 and 1992, and the results of its
operations, changes in partners' capital and cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ Vroman, McGowen, Hurst, Clark & Smith, P.C.

Des Moines, Iowa
February 15, 1994

Other Auditor Information:
Lead Auditor - Michael W. McNichols
Federal I.D. Number - 42-1104473

<PAGE>
[Letterhead]

[LOGO] Freedberg & Garlick, P.C.
Certified Public Accountants
Wellesley Office Park
55 William Street
Wellesley, Massachusetts 02181-4003
617-239-3400, FAX 239-1140
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners of
MB Bittersweet Associates Limited Partnership
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the accompanying balance sheet of MB Bittersweet Associates
Limited Partnership, MHFA Project No. 84-051-S, as of December 31, 1994, and
the related statements of operations, partners' equity (deficiency) and cash
flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MB Bittersweet Associates
Limited Partnership as of December 31, 1994, and the results of its
operations, changes in partners' equity (deficiency) and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

/s/ Freedberg & Garlick, P.C.

February 14, 1995

<PAGE>
[Letterhead]

[LOGO] Freedberg & Garlick, P.C.
Certified Public Accountants
Wellesley Office Park
55 William Street
Wellesley, Massachusetts 02181-4003
617-239-3400, FAX 239-1140
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners of
MB Bittersweet Associates Limited Partnership
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the accompanying balance sheet of MB Bittersweet Associates
Limited Partnership, MHFA Project No. 84-051-S, as of December 31, 1993, and
the related statements of operations, partners' equity (deficiency) and cash
flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MB Bittersweet Associates
Limited Partnership as of December 31, 1993, and the results of its
operations, changes in partners' equity (deficiency) and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

/s/ Freedberg & Garlick, P.C.

February 10, 1994

<PAGE>
[Letterhead]

[LOGO] Freedberg & Garlick, P.C.
Certified Public Accountants
Wellesley Office Park
55 William Street
Wellesley, Massachusetts 02181-4003
617-239-3400, FAX 239-1140
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners of
MB Bittersweet Associates Limited Partnership
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the accompanying balance sheet (MHFA Form F.C.-3A & F.C.-3B)
of MB Bittersweet Associates Limited Partnership, MHFA Project No. 84-015-S,
as of December 31, 1992, and the related statements of operations (MHFA Form
F.C.-2A), partners' equity (deficiency) (MHFA Form F.C.-3C) and cash flows
(MHFA Form F.C.-4A, F.C.-4B & F.C.-4C) for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MB Bittersweet Associates
Limited Partnership as of December 31, 1992, and the results of its
operations, changes in partners' equity (deficiency) and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

/s/ Freedberg & Garlick, P.C.

January 29, 1993

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants * Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Hughes Apartments Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Hughes Apartments Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hughes Apartments Limited
Partnership as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 9 to the
financial statements, the Partnership was unable to pay real estate taxes, or
all of the required bond payments which raises substantial doubt about the
Partnership's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

/s/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 18, 1995

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Hughes Apartments Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Hughes Apartments Limited
Partnership as of December 31, 1993 and 1992, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hughes Apartments Limited
Partnership as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company

Fargo, North Dakota
January 7, 1994

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants * Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of 600 Dakota Properties
Limited Partnership as of December 31, 1994 and 1993, and the related
statements of operations, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 600 Dakota Properties
Limited Partnership as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 17, 1995

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of 600 Dakota Properties
Limited Partnership as of December 31, 1993 and 1992, and the related
statements of operations, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnerships
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 600 Dakota Properties
Limited Partnership as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company

Fargo, North Dakota
January 11, 1994

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants * Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheet of Duluth Limited Partnership,
FHA Project Number 091-10505 REF, as of December 31, 1994, and the related
statements of profit and loss, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Duluth Limited Partnership
as of December 31, 1994, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information is
presented for the purposes of additional analysis and is not a required part
of the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

/s/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 18, 1995

<PAGE>
[Letterhead]

Charles Bailly & Company P.L.L.P.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheet of Duluth Limited Partnership,
FHA Project Number 091-10505 REF, as of December 31, 1993, and the related
statements of profit and loss, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Duluth Limited Partnership
as of December 31, 1993, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

/s/ Charles Bailly & Company

Fargo, North Dakota
January 10, 1994

<PAGE>
[Letterhead]

Charles Bailly & Company P.L.L.P.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheet of Duluth Limited Partnership,
FHA Project Number 091-10505 REF, as of December 31, 1992, and the related
statements of profit and loss, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Duluth Limited Partnership
as of December 31, 1992, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

/s/ Charles Bailly & Company

Fargo, North Dakota
January 8, 1993

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants * Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Barrington Manor Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Barrington Manor Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Barrington Manor Limited
Partnership as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 16, 1995

<PAGE>
[Letterhead]

Charles Bailly & Company
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Barrington Manor Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Barrington Manor Limited
Partnership as of December 31, 1993 and 1992, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Barrington Manor Limited
Partnership as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company

Fargo, North Dakota
January 7, 1994

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.
Certified Public Accountants * Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Graver Inn Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Graver Inn Limited
Partnership as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 16, 1995

<PAGE>
[Letterhead]

Charles Bailly & Company
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Graver Inn Limited
Partnership as of December 31, 1993 and 1992, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Graver Inn Limited
Partnership as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Charles Bailly & Company

Fargo, North Dakota
January 7, 1994

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Chestnut Lane Limited Partnership

We have audited the accompanying balance sheets of Chestnut Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the related statements of operations, partners' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chestnut Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information listed in
the table of contents is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information,
except for the portion marked "unaudited", on which we express no opinion,
has been subjected to the procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly presented in all material
respects in relation to the basic financial statements taken as a whole.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Chestnut Lane Limited Partnership

We have audited the accompanying balance sheets of Chestnut Lane Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chestnut Lane Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

February 17, 1994
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

We have audited the accompanying balance sheets of Glennville Properties (a
Georgia Limited Partnership) as of December 31, 1994 and December 31, 1993,
and the related statements of operations, partners' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Glennville Properties (a
Georgia Limited Partnership) as of December 31, 1994 and December 31, 1993,
and the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

We have audited the accompanying balance sheets of Glennville Properties (a
Limited Partnership) as of December 31, 1993 and December 31, 1992, and the
related statements of operations, partners' equity (deficit) and cash flows
for the years then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Glennville Properties (a
Limited Partnership) as of December 31, 1993 and December 31, 1992, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

February 17, 1994
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Pine Village Limited Partnership

We have audited the accompanying balance sheets of Pine Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the related statements of operations, partners' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pine Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Pine Village Limited Partnership

We have audited the accompanying balance sheets of Pine Village Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pine Village Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

February 17, 1994
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Talbot Village Limited Partnership

We have audited the accompanying balance sheets of Talbot Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the related statements of operations, partners' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Talbot Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Talbot Village Limited Partnership

We have audited the accompanying balance sheets of Talbot Village Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Talbot Village Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

February 17, 1994
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Village Limited Partnership

We have audited the accompanying balance sheets of Willowpeg Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the related statements of operations, partners' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Willowpeg Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1994 and
December 31, 1993, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Village Limited Partnership

We have audited the accompanying balance sheets of Willowpeg Village Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Willowpeg Village Limited
Partnership (a Limited Partnership) as of December 31, 1993 and December 31,
1992, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

February 17, 1994
Savannah, Georgia

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 10, 1995
Bingham Family Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of Bingham Family Housing Associates (a
Limited Partnership) as of December 31, 1994, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

As described in Note 1, these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of
Bingham Family Housing Associates (a Limited Partnership) as of December 31,
1994, and its revenue and expenses, changes in partners' capital, and cash
flows for the year then ended on the basis of accounting described in Note 1.

/s/ Macdonald Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 18, 1994
Bingham Family Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of Bingham Family Housing Associates (a
Limited Partnership) as of December 31, 1993, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of
Bingham Family Housing Associates (a Limited Partnership) as of December 31,
1993, and its revenue and expenses, changes in partners' capital, and cash
flows for the year then ended on the basis of accounting described in Note 1.

/s/ Macdonald, Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 12, 1993
Bingham Family Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of Bingham Family Housing Associates (a
Limited Partnership) as of December 31, 1992, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of
Bingham Family Housing Associates (a Limited Partnership) as of December 31,
1992, and its revenue and expenses, changes in partners' capital, and cash
flows for the year then ended, on the basis of accounting described in
Note 1.

/s/ Macdonald Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 10, 1995
Birmingham Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of Birmingham Housing Associates (a
Limited Partnership) as of December 31, 1994, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of
Birmingham Housing Associates (a Limited Partnership) as of December 31,
1994, and its revenue and expenses, changes in partners' capital, and cash
flows for the year then ended on the basis of accounting described in Note 1.

/s/ Macdonald Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 18, 1994
Birmingham Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of Birmingham Housing Associates (a
Limited Partnership) as of December 31, 1993, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of
Birmingham Housing Associates (a Limited Partnership) as of December 31,
1993, and its revenue and expenses, changes in partners' capital, and cash
flows for the year then ended on the basis of accounting described in Note 1.

/s/ Macdonald, Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 12, 1993
Birmingham Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of Birmingham Housing Associates (a
Limited Partnership) as of December 31, 1992, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of
Birmingham Housing Associates (a Limited Partnership) as of December 31,
1992, and its revenue and expenses, changes in partners' capital, and cash
flows for the year then ended, on the basis of accounting described in
Note 1.

/s/ Macdonald Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 10, 1995
New Sweden Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of New Sweden Housing Associates (a
Limited Partnership) as of December 31, 1994, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of New
Sweden Housing Associates (a Limited Partnership) as of December 31, 1994,
and its revenue and expenses, changes in partners' capital, and cash flows
for the year then ended on the basis of accounting described in Note 1.

/s/ Macdonald Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 18, 1994
New Sweden Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of New Sweden Housing Associates (a
Limited Partnership) as of December 31, 1993, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of New
Sweden Housing Associates (a Limited Partnership) as of December 31, 1993,
and its revenue and expenses, changes in partners' capital, and cash flows
for the year then ended on the basis of accounting described in Note 1.

/s/ Macdonald, Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[Logo] macdonaldpage
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106 (207) 774-5701
P.O. Box 2389 Augusta, Maine 04338 (207) 621-0330

Independent Auditors' Report

February 12, 1993
New Sweden Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying statement of assets, liabilities and
partners' capital--income tax basis of New Sweden Housing Associates (a
Limited Partnership) as of December 31, 1992, and the related statements of
revenue and expenses--income tax basis, changes in partners' capital--income
tax basis, and cash flows--income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of New
Sweden Housing Associates (a Limited Partnership) as of December 31, 1992,
and its revenue and expenses, changes in partners' capital, and cash flows
for the year then ended, on the basis of accounting described in Note 1.

/s/ Macdonald Page & Co.

Certified Public Accountants

<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants
Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners HUD Field Office Director
HAZEL-WINTHROP APARTMENTS Chicago, Illinois
Chicago, Illinois

We have audited the accompanying balance sheet of HAZEL-WINTHROP APARTMENTS,
Project No. 071-35522-PM, as of December 31, 1994, and the related
statements of profit and loss, changes in partners' equity, and statement of
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of HAZEL-WINTHROP APARTMENTS as of December 31, 1993,
were audited by other auditors whose report dated February 4, 1994, expressed
an unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards and generally accepted Government Auditing Standards for financial
and compliance audits issued by the Comptroller General of the United States.
These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provided a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HAZEL-WINTHROP APARTMENTS,
as of December 31, 1994, and its profit and loss, changes in partners'
equity, and its cash flows for the year then ended, in conformity with
generally accepted accounting principles. The supporting data included in
this report (shown on pages 15 through 19) has been subjected to the same
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

/s/ Haran & Associates Ltd

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (708) 853-2580

January 30, 1995

<PAGE>
[Letterhead]

Russell Novak & Company
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Hazel-Winthrop Apartments
Chicago, Illinois

We have audited the accompanying balance sheets of F.H.A. Project No.
071-35522-PM Hazel-Winthrop Apartments (an Illinois Limited Partnership) as
of December 31, 1993 and 1992, and the related statements of income,
partners' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and government auditing standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of F.H.A. Project No.
071-35522-PM Hazel-Winthrop Apartments as of December 31, 1993 and 1992, and
the results of its operations, changes in partners' equity, and cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report
(shown on pages 12 through 17) are presented for the purposes of additional
analysis and are not a required part of the financial statements of F.H.A.
Project No. 071-35522-PM Hazel-Winthrop Apartments. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statements and, in our opinion, is fairly presented in all material respects
in relation to the financial statements taken as a whole.

/s/ Russell Novak and Company

February 4, 1994
Chicago, Illinois

<PAGE>
BILLIE J. BURNETT, CPA
5 Benton Drive
Nashua, NH 03060
(603) 883-4230

To The Partners
Michael J. Dobens Limited Partnership I

I have audited the accompanying balance sheets of Michael J. Dobens Limited
Partnership I as of December 31, 1994 and 1993, and the related statements of
income, partners' equity and cash flows for the years then ended. The
financial statements are the responsibility of the Partnership's management.
My responsibility is to express an opinion on these financial statements
based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits, provide a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Michael J. Dobens Limited
Partnership I as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Billie J. Burnett

Billie J. Burnett
February 9, 1995

<PAGE>
BILLIE J. BURNETT, CPA
5 Benton Drive
Nashua, NH 03060
(603) 883-4230

To The Partners
Michael J. Dobens Limited Partnership I

I have audited the accompanying balance sheets of Michael J. Dobens Limited
Partnership I as of December 31, 1993 and 1992, and the related statements of
income, partners' equity and cash flows for the years then ended. The
financial statements are the responsibility of the Partnership's management.
My responsibility is to express an opinion on these financial statements
based on my audit.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Michael J. Dobens Limited
Partnership I as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Billie J. Burnett

Billie J. Burnett
February 25, 1994

<PAGE>
[Letterhead]

Marks Shron & Company, LLP
Certified Public Accountants
111 Great Neck Road * Great Neck * New York 11021
(516) 466-6550 * FAX (516) 466-5649

Independent Auditors' Report on Financial Statements

To the Partners of
Logan Plaza Associates

We have audited the accompanying Balance Sheet of Logan Plaza Associates, A
Limited Partnership, Project No. 012-36606-PM(42), as of December 31, 1994
and 1993, and the related statements of Profit and Loss (on HUD Form No.
92410), Partners' Equity, and Cash Flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

As more fully described in Note 2 to the financial statements, the
Partnership's method of computing depreciation is in accordance with
reporting for Federal income tax purposes which is not in accordance with
generally accepted accounting principles. The information needed to quantify
the effects of this item (these items) on the financial position, results of
operations, and cash flows of the Partnership is not reasonably determinable
from the Partnership's accounts and records and, therefore, has not been
presented.

In our opinion, except for the effects of the item(s) discussed in the
preceding paragraph, the financial statements referred to above present
fairly, in all material respects, the financial position of Logan Plaza
Associates at December 31, 1994 and 1993 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD,
as referred to in the Table of Contents, is presented for purposes of
additional analysis and to comply with HUD reporting requirements and is not
a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, except for the effects of the
item(s) discussed above, the additional information is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ Marks Shron & Company

January 19, 1995

<PAGE>
[Letterhead]

Marks Shron & Company
Certified Public Accountants
A Partnership Including a Professional Corporation
111 Great Neck Road * Great Neck * New York 11021
(516) 466-6550 * FAX (516) 466-5649

Independent Auditors' Report on Financial Statements

To the Partners of
Logan Plaza Associates

We have audited the accompanying Balance Sheet of Logan Plaza Associates, A
Limited Partnership, Project No. 012-36606-PM(42), as of December 31, 1992,
and the related statements of Profit and Loss (on HUD Form No. 92410),
Partners' Equity (Deficit), and Cash Flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, except for the effects of the item(s) discussed in the
preceding paragraph, the financial statements referred to above present
fairly, in all material respects, the financial position of Logan Plaza
Associates at December 31, 1992 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information, as
referred to in the Table of Contents, is presented for the purposes of
additional analysis and to comply with HUD reporting requirements and is not
a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, except for the effects of the
item(s) discussed above, the additional information is fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ Marks Shron & Company

February 8, 1993

<PAGE>
[Letterhead]

Michael Sczekan & Co., P.C.
Certified Public Accountants
7936 East Arapahoe Court, Suite 2800
Englewood, Colorado 80112
Telephone (303) 770-3356
Facsimile (303) 770-3357

INDEPENDENT AUDITOR'S REPORT

To the Owner of Chief-Loan Management
Delmar Housing Associates Limited Partnership Continental Wingate Associates
Denver, Colorado Boston, Massachusetts

We have audited the accompanying Balance Sheet of Delmar Housing Associates
Limited Partnership, FHA Project Number 109-94004 REF, as of December 31,
1994, and the related statements of profit and loss, changes in project
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Project's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States, and the Consolidated Audit Guide, issued by the U.S.
Department of Housing and Urban Development, Office of Inspector General in
July, 1993. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Delmar Housing Associates
Limited Partnership, as of December 31, 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report on
pages 16 through 22 are presented for the purposes of additional analysis and
are not a required part of the financial statements of Delmar Housing
Associates Limited Partnership. Such information has been subjected to the
same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects
in relation to the financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.

Michael Sczekan & Co., P.C.
Certified Public Accountants

Englewood, Colorado
February 2, 1995

<PAGE>
[Letterhead]

Michael Sczekan & Co., P.C.
Certified Public Accountants
8801 East Hampden Avenue, Suite 200
Denver, Colorado 80231
(303) 751-4656
Fax (303) 745-1156

INDEPENDENT AUDITOR'S REPORT

To the Partners of Chief-Loan Management
Delmar Housing Associates Limited Partnership Continental Wingate Associates
Denver, Colorado Boston, Massachusetts

We have audited the accompanying Balance Sheet of Delmar Housing Associates
Limited Partnership, FHA Project Number 109-94004 REF, as of December 31,
1993, and the related statements of profit and loss, changes in project
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted government
auditing standards, Governmental Auditing Standards issued by the Comptroller
General of the United States, and the Consolidated Audit Guide, issued by the
U.S. Department of Housing and Urban Development, Office of Inspector General
<PAGE>
in July, 1993.

In our opinion, the balance sheet referred to above present fairly, in all
material respects, the balance sheet of Delmar Housing Associates Limited
Partnership, as of December 31, 1993, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report on
pages 16 through 22 are presented for the purposes of additional analysis and
are not a required part of the financial statements of HUD project Number
109-94004 REF. Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to
the financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.

Michael Sczekan & Co., P.C.
Certified Public Accountants

Denver, Colorado
February 25, 1994

<PAGE>
[Letterhead]

Michael Sczekan & Co., P.C.
Certified Public Accountants
8801 East Hampden Avenue, Suite 200
Denver, Colorado 80231
(303) 751-4656

INDEPENDENT AUDITOR'S REPORT

To the Partners of Chief-Loan Management
Delmar Housing Associates Limited Partnership Continental Wingate Associates
Denver, Colorado Boston, Massachusetts

We have audited the accompanying Balance Sheet of Delmar Housing Associates
Limited Partnership, FHA Project Number 109-94004 REF, as of December 31,
1992, and the related statements of profit and loss, changes in project
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the balance sheet referred to above present fairly, in all
material respects, the balance sheet of Delmar Housing Associates Limited
Partnership, as of December 31, 1992, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report on
pages 15 through 20 are presented for the purposes of additional analysis and
are not a required part of the financial statements of HUD project Number
109-94004 REF. Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to
the financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.

Michael Sczekan & Co., P.C.
Certified Public Accountants

Denver, Colorado
February 9, 1993

Member: Colorado Society of CPA's and American Institute of CPA's

<PAGE>
[Letterhead]

[Logo] Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants
A Professional Corporation
217 East Redwood Street * Suite 1900 * Baltimore, MD 21202-3316 *
(410) 727-4340 * Fax (410) 727-0460

INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

We have audited the accompanying balance sheet of Heritage Court Limited
Partnership as of December 31, 1994, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Heritage Court Limited
Partnership as of December 31, 1994, and the results of its operations,
changes in partners' equity and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

<PAGE>
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
19 through 27 is presented for the purposes of additional analysis and is not
a required part of the basic financial statements. Such information, except
for that portion marked "unaudited," on which we express no opinion, has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman

Baltimore, Maryland
January 9, 1995

<PAGE>
[Letterhead]

Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants
A Professional Corporation
217 East Redwood Street * Suite 1900 * Baltimore, MD 21202-3316
(410) 727-4340 * Fax (410) 727-0460

INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

We have audited the accompanying balance sheet of Heritage Court Limited
Partnership, CDA Project No.: 27.04.002, as of December 31, 1993, and the
related statements of profit and loss (on HUD Form No. 92410), partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Heritage Court Limited
Partnership, CDA Project No.: 27.04.0002, as of December 31, 1993, and the
results of its operations, changes in partners' equity and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

<PAGE>
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
19 through 27 is presented for the purposes of additional analysis and is not
a required part of the basic financial statements. Such information, except
for that portion marked "unaudited," on which we express no opinion, has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman

Baltimore, Maryland
January 14, 1994

<PAGE>
[Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

We have audited the accompanying balance sheet of Heritage Court Limited
Partnership, CDA Project No.: 27.04.002, as of December 31, 1992, and the
related statements of profit and loss (on HUD Form No. 92410), partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Heritage Court Limited
Partnership, CDA Project No.: 27.04.0002, as of December 31, 1992, and the
results of its operations, changes in partners' equity and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

<PAGE>
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
19 through 26 is presented for the purposes of additional analysis and is not
a required part of the basic financial statements. Such information, except
for that portion marked "unaudited," on which we express no opinion, has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman

Baltimore, Maryland
January 15, 1993

<PAGE>
[Letterhead]

MUELLER & WALLA, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122
(314) 822-6575

INDEPENDENT AUDITORS' REPORT

The Partners
Perryville Associates I, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Perryville Associates I,
L.P. (a limited partnership) as of December 31, 1994, and the related
statements of operations, partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 1994 financial statements referred to above present
fairly, in all material respects, the financial position of Perryville
Associates I, L.P. as of December 31, 1994, and the results of its
operations, changes in partners' capital and cash flows for the year then
ended in conformity with generally accepted accounting principles.

The 1993 financial statements were compiled by us and our report thereon,
dated January 19, 1994, stated that we did not audit or review those
financial statements and, accordingly, expressed no opinion or other form of
assurance on them.

/s/ Mueller & Walla, P.C.

Mueller & Walla, P.C.
Certified Public Accountants

February 6, 1995

<PAGE>
[Letterhead]

MUELLER & WALLA, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 201
Kirkwood, Missouri 63122
(314) 822-6575

ACCOUNTANTS' COMPILATION REPORT

The Partners
Perryvillle Associates I, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Perryville Associates I,
L.P. (a limited partnership) as of December 31, 1993, and the related
statements of operations, partners' capital, and cash flows for the year then
ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.

The financial statements for the year ended December 31, 1992, were audited
by other accountants, and they expressed an unqualified opinion on them in
their report dated January 21, 1993, but they have not performed any auditing
procedures since that date.

/s/ Mueller & Walla, P.C.

Mueller & Walla, P.C.
Certified Public Accountants

January 19, 1994

<PAGE>
[Letterhead]

BENDER, WELTMAN, THOMAS & CO.
Certified Public Accountants
12655 Olive Blvd.
Suite 235
St. Louis Missouri 63141
(314) 576-1350
Fax (314) 576-9650

INDEPENDENT AUDITORS' REPORT

The Partners
Perryvillle Associates I, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Perryville Associates I,
L.P. (a limited partnership) as of December 31, 1992, and the related
statements of operations, partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 1992 financial statements referred to above present
fairly, in all material respects, the financial position of Perryville
Associates I, L.P. as of December 31, 1992, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

The 1991 financial statements were compiled by us, and our report thereon,
dated January 7, 1992, stated we did not audit or review those financial
statements and, accordingly, expressed no opinion or other form of assurance
on them.

/s/ Bender, Weltman, Thomas & Co., CPA's

Bender, Weltman, Thomas & Co., CPAs

January 21, 1993

<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)

Annual report of Form 10-K
For the Year Ended March 31, 1995
Audited Financial Statements of
Local Limited Partnerships

<PAGE>
CASS HOUSE ASSOCIATES LIMITED PARTNERSHIP
(a Massachusetts limited partnership)

FINANCIAL STATEMENTS

AND

SUPPLEMENTARY INFORMATION

PROJECT NO. 84-057-S

For the Year Ended December 31, 1994

<PAGE>
[Letterhead]

Ziner & Company, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited Partnership

We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of Cass House Associates Limited Partnership (a Massachusetts limited
partnership) (Project No. 84-057-S) as of December 31, 1994, and the related
statements of changes in partners' equity (deficiency) (MHFA Form F.C.-3C),
operations (MHFA Form F.C.-2A) and cash flows (MHFA Forms F.C.-4A, -4B & -4C)
for the year then ended. These financial statements are the responsibility of
the general partners. Our responsibility is to express an opinion on these
financial statements based on our audit.

/s/ Ziner & Company, P.C.

January 23, 1995

<PAGE>
CASS HOUSE ASSOCIATES
BALANCE SHEET
For The Year Ending December 31, 1994
ASSETS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents:
201. Partnership 0
202. Development 0
203. Subtotal 0

Cash Reserved or Escrowed:
205. Tenant Security Deposits 36,873
206. Insurance & R.E. Tax Escrow 26,675
209. Special & Other Escrow* 0
210. Subtotal 63,548

Accounts Receivable:
215. Tenant (less doubtful accts.) 7,765
216. HUD 0
218. Other 0
220. Subtotal 7,765
222. Residual Receipts Receivable 0
223. Short-Term Investments 0
225. Due from General Partners &
Affiliates 0
227. Prepaid Expenses 29,281
228. All Other Current Assets 0
230. Total Current Assets 100,594

Property & Equipment:
231. Land 222,000
232. Building & Equipment 11,385,122
234. Subtotal 11,607,122
235. Accumulated Depreciation 2,609,556
236. Net 8,997,566

Other Assets:
240. Capital Contributions Receivable 0
241. Reserve for Replacement Escrow* 93,066
242. Excess Rental Income Escrow Account 0
243. Long-Term Investments 0
243.A Market Value 0
244. Net Organizational and Financing Costs 129,945
245. After Accumulated Amortization 71,399
246. Deferred Syndication Costs 0
248. Deposits & Other 7,769
250. Total Assets 9,328,940
250.A *Unreimbursed R/R & Special Escrow
Withdrawals Included in Above 0
</TABLE>

FORM F.C.-3A

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
BALANCE SHEET
For The Year Ending December 31, 1994
LIABILITIES & PARTNERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Current Liabilities:
251. Current Portion of Mortgage Payable 90,357
252. Notes & Advances - due within 1 year 0

Accounts Payable:
255. Trade - due within 30 days 257,723
257. Other 41,657
260. Subtotal 299,380
262. Residual Receipts Payable 0

Accrued Expenses:
265. Interest 70,508
266. R.E. Taxes & Insurance 0
267. Other 5,316
270. Subtotal 75,824
272. Tenant Security Deposits 32,844
274. Prepaid Rent 1,688
278. All Other Current Liabilities 0
280. Total Current Liabilities 500,093

Long-Term Liabilities:
281. Mortgage Payable, net of current portion 8,220,311

Notes & Advances:
282. Energy Notes 0
283. Arrearage & Flexible Subsidy Notes 0
284. Other Notes & Advances 2,990,400
285. Subtotal 2,990,400
286. Accrued Interest on Long-Term Liabilities 654,741
287. Due to General Partners & Affiliates 216,500
288. Development Fees Payable 0
289. All Other Long-Term Liabilities 0
290. Total Long-Term Liabilities 12,081,952
291. Total Liabilities 12,582,045

Partners' Equity (Deficiency)
292. Total Partners' Equity (Deficiency) -3,253,105
294. Total Liabilities & Partners' Equity (Deficiency) 9,328,940
</TABLE>

FORM F.C.-3B

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF CHANGES IN PARTNER'S EQUITY (DEFICIENCY)
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C>
295. Balance, Beginning of Year -2,395,625

295.A Add/(Subtract) Prior Period Adjustments 0

296. Add: Capital Contributions 0

297. Add: Income or (Loss) -857,480

298. Deduct: Distributions - Regulatory 0

299. Deduct: Distributions - Refinancing & Other 0

300. Balance, End of Year -3,253,105
</TABLE>

FORM F.C.-3C

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF OPERATIONS
For The Year Ending December 31, 1994
DEVELOPMENT

<TABLE>
<CAPTION>
<S> <C> <C> <C>
REVENUES:
100. Gross Potential Rental Income 1,119,255
103. Less Vacancies, Bad Debts, & Section 236 Excess Rental
Income Remitted 31,523
105. Effective Rental Income 1,087,732
106. Interest Subsidy 0
107. Other Income - Total 59,789
108. Residual Receipts (Remitted) or Reimbursed 0
110. Total Income 1,147,521

OPERATING EXPENSES:
111. Administration 153,304
112. Maint., Res. Svcs. & Security 220,423
113. Utilities 152,201
114. Taxes (R.E. & Other) 62,146
115. Insurance 49,17
116. Interest (Financing & Other) 989,487
120. Subtotal 1,626,678

125. Operating Income -479,157
130. Depreciation & Amortization 378,323
135. Net Income or (Loss) for the Development before
Non-Operating Items -857,480
140. Non-Operating Items [Gains or (Losses)] 0
145. Net Income or (Loss) for the Development -857,480

PARTNERSHIP

ADD: REVENUES OF PARTNERSHIP NOT APPLICABLE TO THE DEVELOPMENT
146.A "Cliff" Type Investments 0
146.B Other Partnership Investments 0
146.C Other Revenues 0
146.D Subtotal 0

SUBTRACT: EXPENSES OF PARTNERSHIP NOT APPLICABLE TO THE DEVELOPMENT
147.A Paid in Lieu of Distribution 0
147.B Paid from Syndication Proceeds 0
147.C Accrued but not Paid 0
147.D Management Fee - Incentive 0
147.E Other Expenses 0
147.F Subtotal 0

148. Net Income of (Loss) for the Partnership -857,480

</TABLE>

FORM F.C.-2A

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF CASH FLOW
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
Line Cash Line Cash Line Net
Number Provided Number Used Number Cash
<S> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
NET INCOME OR (LOSS) 301 0 341 857,480

ADJUSTMENT TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION & AMORTIZATION 302 378,323
NON-OPERATING ITEMS [(GAINS OR LOSSES)] 303 0 343 0
CHANGES IN OPERATING ASSETS & LIABILITIES:
DECR/INCR IN ACCOUNTS RECEIVABLE 304 6,583 344 0
DECR/INCR IN RESIDUAL RECEIPTS RECEIVABLE 304A 0 344A 0
DECR/INCR IN PREPAID EXPENSES 305 10,076 345 0
DECR/INCR IN ALL OTHER CURRENT ASSETS 306 0 345 0
DECR/INCR IN DEPOSITS & OTHER 307 99,997 347 0
DECR/INCR IN TENANT SECURITY DEPOSIT ESCROW 308 0 348 1,082
DECR/INCR IN INSURANCE R.E. TAX ESCROWS 309 0 349 8,273
INCR/DECR IN ACCOUNTS PAYABLE 310 8,205 350 0
INCR/DECR IN RESIDUAL RECEIPTS PAYABLE 310A 0 350A 0
INCR/DECR IN ACCRUED EXPENSES 311 0 351 1,876
INCR/DECR IN TENANT SECURITY DEPOSIT LIAB. 312 0 352 1,060
INCR/DECR IN PREPAID RENT 313 0 353 174
INCR/DECR IN ALL OTHER CURRENT LIABILITIES 314 0 354 0
INCR/DECR IN ACCRUED INTEREST ON L-T LIABS. 315 134,687 355 0

NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES 320 637,871 360 869,945 381 -232,074
</TABLE>

FORM F.C.-4A

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF CASH FLOW
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
Line Cash Line Cash Line Net
Number Provided Number Used Number Cash
<S> <C> <C> <C> <C> <C> <C>
INVESTING ACTIVITIES
DISPOSAL/ACQUISITION OF LAND, BUILDING & EQUIP. 321 0 361 0
DISPOSAL/ACQUISITION OF SHORT-TERM INVESTMENTS 322 0 362 0
DECR/INCR IN DUE FROM G.P.'S & AFFILIATES 323 0 363 0
DECR/INCR IN RESERVE FOR REPLACEMENT 324 31,561 364 36,163
DECR/INCR IN EXCESS RENT ACCOUNT 325 0 365 0
DECR/INCR IN SPECIAL & OTHER ESCROWS 326 37 366 0
ADDITIONAL FINANCING & ORGANIZATION COSTS 367 0
DISPOSAL/ACQUISITION OF LONG-TERM INVESTMENTS 328 0 368 0

NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES 330 31,598 370 36,163 382 -4,565

FINANCING ACTIVITIES
INCR/DECR IN CURRENT PORTION OF MORG. PAYABLE 331 7,931 371 0
INCR/DECR IN L-T PORTION OF MORG. PAYABLE 332 0 372 98,153
INCR/DECR IN NOTES & ADVANCES DUE WITHIN 1 YR. 333 0 373 0
INCR/DECR IN L-T PORTION OF NOTES & ADVANCES 334 277,332 374 0
INCR/DECR IN DUE TO G.P.'S & AFFILIATES 335 49,000 375 0
INCR/DECR IN ALL OTHER LONG-TERM LIABILITIES 336 0 376 0
CAPITAL CONTRIBUTIONS 337 0
EQUITY DISTRIBUTIONS 378 0
INCR/DECR IN DEVELOPMENT FEES PAYABLE 339 0 379 0
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES 340 334,263 380 98,153 383 236,110

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 384 -529

CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR 385 529

CASH & CASH EQUIVALENTS AT END OF YEAR 390 0
</TABLE>

FORM F.C.-4B

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
(a Massachusetts limited partnership)
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994

<TABLE>
<CAPTION>
Line Cash Line Cash Line Net
Number Provided Number Used Number Cash
<S> <C> <C> <C> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR:

Interest (net of subsidy) 391 $578,194
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
& FINANCING ACTIVITIES:
Increase Decrease
Increase/Decrease in Capital Contribs. Receivable 394 $ _______ 395 $ _______

Increase/Decrease in Deferred Syndication Costs 396 $ _______ 397 $ _______

Other (Describe)
</TABLE>

DISCLOSURE OF ACCOUNTING POLICY:

For the purpose of the Statement of Cash Flows, the Development considers
all highly liquid debt instruments with a maturity of three months or less to
be cash or cash equivalents.

The accompanying Statement of Cash Flows has been prepared in the format
prescribed by the Massachusetts Housing Finance Agency (MHFA). Generally
accepted accounting principles, (GAAP) require that non-cash investing and
financing activities be disclosed separately. The following schedule
reconciles the prescribed format to a presentation in accordance with GAAP.

<TABLE>
<CAPTION>
Net Cash Provided
(Used) in Net Cash Provided
Operating (Used) in Financing
Activities Activities
------------------ --------------------
<S> <C> <C>
As reported above $(232,074) $ 236,110
Releases from investment account (99,997) 99,997
Proceeds of notes payable (SHARP) applied by
MHFA to debt service requirements 277,332 (277,332)
---------------- ------------------
As revised to comply with GAAP $ (54,739) $ 58,775
================ ==================
</TABLE>

FORM F.C.-4C

The accompanying notes are an integral part of the financial statements.

<PAGE>
CASS HOUSE ASSOCIATES
(a Massachusetts limited partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1994

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Cass House Associates Limited Partnership was organized on February 19,
1986 under the laws of the Commonwealth of Massachusetts, to develop,
construct and operate a 111 unit apartment complex in Boston, Massachusetts.
The operations of the project, including monthly rental charges, are
regulated by the Massachusetts Housing Finance Agency (MHFA). On June 8,
1988, the partnership agreement was amended and Boston Financial Qualified
Housing Limited Partnership was admitted as a limited partner.

Method of Accounting

The Partnership maintains its records on the accrual basis in conformity
with generally accepted accounting principles. Financial statements are
presented in a format which conforms to the regulatory requirements of MHFA.

Depreciation and Amortization

Depreciation is provided primarily by the straight line method over the
estimated useful life of the building, which is estimated to be 30 years.
Furnishings and equipment were depreciated over 5 years using an accelerated
method. As of December 31, 1994, property and equipment consisted of the
following:

<TABLE>
<CAPTION>
<S> <C>
Buildings $11,147,320
Furnishings and equipment 237,802
-----------
$11,385,122
===========
</TABLE>

Legal and organizational costs of $23,474 and financing fees totalling
$177,870 are being amortized over 5 and 30 years, respectively.

Income Taxes

No provision has been made for income taxes or related credits in the
Partnership's financial statements as the results of operations are included
in the tax returns of the partners.

Low-Income Housing Tax Credit

The Partnership is eligible for low-income housing tax credits over a ten
year period which commenced in 1988 and are calculated at approximately 4% of
certain expenditures incurred in connection with the acquisition of the
property.

Provisions of the enabling legislation regarding the credit restrict
occupancy to qualified low-income tenants for a 15 year period. Recapture
provisions of the legislation could result in a required repayment of a
portion of the credits if these provisions are not met.

Allocation of Profits and Losses

Operating profits and losses are allocated 1% to the general partners and
99% to Boston Financial Qualified Housing Limited Partnership.

NOTE B - CAPITAL CONTRIBUTIONS

On June 8, 1988, the Partnership was syndicated and the Investor Limited
Partner was admitted. Under the terms of the partnership agreement, the
Investor Limited Partner contributed $2,141,090, the general partners
contributed $1,000 and the special limited partner contributed $100.

<PAGE>
CASS HOUSE ASSOCIATES
(a Massachusetts limited partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1994

NOTE C - FINANCING

Permanent financing is being provided by MHFA in the form of two mortgages
with terms of 30 years. The original mortgage (with a $7,914,236 current
balance) bears interest at the rate of 9.6% per annum, plus an annual
processing fee of .5% of the original mortgage amount. This loan, which is
secured by the property, is payable in monthly installments of $74,675, for
principal and interest through July 2018. Additional monthly remittances
include escrow payments for insurance and real estate taxes of $8,772 and
$2,544 to fund the reserve for replacements.

The additional first mortgage (with a $396,432 current balance) bears
interest at 10.75% per annum, plus an annual processing fee of .5% of the
mortgage increase amount. This loan which is secured by the property, is
payable in monthly installments of $4,077 for principal and interest through
July 2018.

Annual maturities of debt for the ensuing five years are as follows:

Under the terms of the regulatory agreement with MHFA, the Partnership is
limited to a maximum annual distribution of $144,702 which is 6% of the
mortgagor's stated equity.

The Executive Office of Communities and Development (EOCD), a branch of
the Commonwealth of Massachusetts, is authorized to make housing subsidy loan
payments pursuant to the State Housing Assistance for Rental Program (The
SHARP Program). This program allows the Project to receive housing subsidy
loans over a 15 year period in order to make units available to low and
moderate income tenants. EOCD has agreed to make loans to the partnership up
to certain annual limitations. To the extent that this project's rental
operations generate more cash than projected, such payments may be reduced.

Principal and interest of 5% per annum on SHARP loan advances will be
payable upon the earlier of the mortgage termination date, any default or
breach of the terms and provisions of the mortgage loan note or the sale,
transfer, or refinancing of the project or transfer of the Partnership's
interest, except with the Agency's written approval. The Project has received
SHARP loan advances of $2,132,400, including advances of $277,332 in 1994.
Interest of $369,491 has been accrued, including interest of $99,687 in 1994.

NOTE E - NOTE PAYABLE - BRA

On November 7, 1986, the Partnership executed a promissory note totaling
$858,000 with the Boston Redevelopment Authority (BRA). Funds totaling
$700,000 were advanced to the Partnership pursuant to the Housing Loan
Agreement (Fund Loan) and $158,000 pursuant to a Land Loan Agreement.

With respect to the Fund Loan, interest accrues at 5% simple interest per
annum on the outstanding principal balance. The Land Loan is non-interest
bearing. The entire outstanding principal balance of the Fund Loan and the
Land Loan and all accrued and unpaid interest on the Fund Loan shall be
payable on the earlier of November 7, 2011 or upon sale or refinancing of the
Project. Interest of $35,000 was accrued in 1994. To date, $285,250 of
interest has accrued.

<PAGE>
CASS HOUSE ASSOCIATES
(a Massachusetts limited partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1994

NOTE F - RENTAL REVENUE

Tenants' rents are being subsidized for a minimum 25% of the apartments by
the Boston Housing Authority under various federal and state programs. These
programs restrict assistance to those tenants who qualify by meeting certain
prescribed criteria, including maximum income limitations.

NOTE G - ESCROW ANNUITY

Proceeds of the $700,000 Fund Loan were used to purchase a 7 year annuity
with The Canada Life Assurance Co. Since March 1, 1988, the annuity has been
generating a monthly payment of $12,364 which continues through February 1,
1995. Interest of $48,367 was earned on the annuity in 1994. At December 31,
1994, this annuity had a remaining value of $7,769 and is reported in the
category, "Deposits and Other."

NOTE H - RELATED PARTY TRANSACTIONS

The Partnership has entered into a management agreement with an affiliate
of the general partners. Management fees totaled $40,000 in 1994. In
addition, reimbursements are paid for payroll and certain office expenses
directly related to the Project.

During 1994, the general partners and affiliates made non-interest bearing
advances of $49,000. As of December 31, 1994, such advances totaled $216,500.

NOTE I - GOING CONCERN

The Partnership has continued to incur significant operating losses which
have resulted in a net working capital deficiency. This situation raises
doubts about the Partnership's ability to continue as a going concern.
Included in accrued liabilities is approximately $22,500 expected to be
funded by proceeds of SHARP loans that EOCD has committed but which had not
yet been received at December 31, 1994. The escrow annuity discussed in Note
G is available to fund operating shortfalls. The general partners have filed
a SHARP loan restructuring application in 1994 to see additional operating
loan subsidies.

<PAGE>
[Letterhead]

ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION

To the Partners of
Cass House Associates
Limited Partnership

Our report on our audit of the basic financial statements of Cass House
Associates Limited Partnership for 1994 appears on page 1. That audit was
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The accompanying information, which has been presented in
accordance with regulations of the Massachusetts Housing Finance Agency, is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

Ziner & Company, P.C.
January 23, 1995

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF FUNDS FLOW AVAILABLE FOR EQUITY
For The Year Ending December 31, 1994

FUNDS RECEIVED RESIDENTIAL COMMERCIAL TOTAL
<S> <C> <C> <C> <C>
1. Base Rental - Occupancy 1,119,255 0
2. Gross Excess Rental Income 0
3. Parking Rentals 0 0
5. Gross Potential Rental Income 1,119,255 0 1,119,255
6. Less: Vacancies - Occupancy 30,426 0
7. Less: Vacancies - Parking 0 0
8. Less: Bad Debts 1,097 0
9. Less: Excess S13 Rental Income Escrowed 0
10. Less: Excess S236 Rental Income Remitted 0
11. Total Deductions 31,523 0 31,523
13. Effective Rental Income 1,087,732 0 1,087,732
14.A Interest Subsidy 0 0
14.B SHARP Subsidy 277,332 277,332
14.C RDAL / Other Subsidy 0 0
15.A Other Income - Interest - Ordinary 5,815 0
15.B - Interest - Annuity 48,367
15.C - Laundry / Vending 4,865 0
15.D - Commercial Lease Guarantee 0
15.E - Other (Specify) 742 0
16. Total Other Income 59,789 0 59,789
17. Total Effective Income 1,424,853 0 1,424,853
18.A Replacement Reserve Reimbursements 31,561 0 31,561
18.B Special Escrow Account Reimbursements 37 0 37
19. Developer's Contributions 148,997 148,997
20. Total Funds Received 1,605,448 0 1,605,448

FUNDS DISBURSED
ADMINISTRATIVE EXPENSES
21. Management Fee - Contractual 40,000 0
22.A Payroll 38,438 0
22.B Payroll Taxes & Fringe Benefits 11,373 0
23. Legal 17,142 0
24. Audit 8,200 0
25. Marketing 24,879 0
26. Telephone 2,792 0
27. Office Supplies & Services 10,480 0
28.A Accounting & Data Proc. Svs. Fee 0 0
28.B Central Office Fee 0 0
29. Miscellaneous 0 0
30. Total Administrative Expenses 153,304 0 153,304
</TABLE>

FORM F.C.-1

<PAGE>
MHFA SUPPLEMENTARY INFORMATION

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF FUNDS FLOW AVAILABLE FOR EQUITY
For The Year Ending December 31, 1994

MAINTENANCE EXPENSES RESIDENTIAL COMMERCIAL TOTAL
<S> <C> <C> <C> <C>
31.A Payroll 51,975 0
31.B Payroll Taxes & Fringe Benefits 15,379 0
32. Janitorial Material & Services 15,965 0
33. Landscaping 5,663 0
34. Decorating (Interior Only) 37,114 0
35. Repairs (Interior & Exterior) 64,215 0
36. Elevator Maintenance 3,446 0
37. Garbage & Trash Removal 1,668 0
38. Snow Removal 20,016 0
39. Exterminating 4,982 0
40. Recreation 0 0
41. Miscellaneous 0 0
43. Total Maintenance Expenses 220,423 0 220,423

44. Resident Services 0 0 0
45. Security 0 0 0

UTILITIES
46. Electricity 12,295 0
47. Gas 70,823 0
48. Oil 0 0
49. Water & Sewer 69,083 0
50. Total Utilities 152,201 0 152,201

53. Replacement Reserve Deposits 33,129 33,129
54. Special Escrow Deposits 0 0

TAXES, INSURANCE & INTEREST
55. Taxes - Real Estate 62,146 0
56. Taxes - Other 0 0
57. Insurance 49,117 0
58. Interest 719 0
59. Total Taxes, Insurance & Int. 111,982 0 111,982

61. Totl Disb Prior to Cap Exp & D/S 671,039 0 671,039

62. Totl Funds Flow Prior to CE & DS 934,409 0 934,409

63. Cap. Exp. (Exc. of Mortg. Increases,
Flex Sub Funds, Bank Loans, and
Capitalized Leases, etc.) 0

65. Funds Flow Prior to D/S 934,409
</TABLE>

FORM F.C.-1

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF FUNDS FLOW AVAILABLE FOR EQUITY
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
GROSS DEBT SERVICE
<S> <C> <C>
66. Gross Debt Service - Mortgage (MHFA) 944,303
67. Gross Debt Service - Arrearage & Flexible Subsidy Notes 0
68. Gross Debt Service - Energy Loans 0
69. Gross Debt Service - Secondary Financing 134,687
70. Gross Debt Service - Other Notes Payable 0
71. Total Gross Debt Service 1,078,990
73. Funds Flow Prior to Non-Operating Items -144,581

75. Non-Operating Items [Gain or (Loss)] 0

CALCULATIONS OF NET AVAILABLE FOR EQUITY
76. Net Available for Equity - Current Operating Cycle
Basis (See Line #195 of Form F.C.-2B) -144,581

77. Add: Interest Expense Recorded but not Paid on D/S
(i.e. SHARP and Arrearage Notes, Flex. Sub. Notes &
Secondary Financing) 134,687
78. Subtract: Interest Income Earned on R/R and Special
Escrow Accounts 3,034
80. Net Available for Equity - Distribution Basis -12,928
81.A Add/Subtract: Excess (Deficient) Contributions to R/R 0
81.B Add/Subtract: Excess (Deficient) Contributions to
Special Escrows 0
82. Subtract: Tax Abatements Applicable to Prior Reporting
Periods 0
83. Non-Operating Items [Loss or (Gain)] 0
84.A Management Fee - Incentive 0
84.B Other Timing Differences 0
85. Net Available Equity - Normalized Basis -12,928
</TABLE>

FORM F.C.-1

<PAGE>
CASS HOUSE ASSOCIATES
RECONCILIATION TO FORM F.C.-1
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C>
150. Net Income or (Loss) for the Development -857,480
155. Add: Depreciation & Amortization 378,323
156. : Residual Receipts Remitted 0
160. : SHARP Subsidy 277,332
161. : RDAL/Other Subsidy 0
162. : Developer's Contributions 148,997
164. : Replacement Reserve Reimbursements 31,561
165. : Special Escrow Account Reimbursements 37
166. Subtotal 836,250

168. Less: Excess Section 13A Rental Income Escrowed 0
169. : Residual Receipts Reimbursed 0
170. : Debt Service (Principal) 90,222
175. : Replacement Reserve Deposits 33,129
176. : Special Escrow Deposits 0
180. : Capital Expenditures
(Exclusive of Flexible Subsidies and Mortgage Increases, etc.) 0

186. Subtotal 123,351

190. Other Reporting Differences 0

195. Net Available for Equity - Current Operating Cycle Basis
(See Line #76 of Form F.C.-1) -144,581
</TABLE>

FORM F.C-2B

<PAGE>
CASS HOUSE ASSOCIATES
SUPPLEMENTAL SCHEDULE OF LONG-TERM LIABILITIES
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
Non
Line Principal Line Accrued Line Current
Number Balance Number Interest Number Balance
<S> <C> <C> <C> <C> <C> <C>
Energy Loans 401 0 426 0 451 0

Arrearage Notes 402 0 427 0 452 0

Flexible Subsidy Notes 403 0 428 0 453 0

SHARP Notes 404 2,132,400 429 369,491 454 2,501,891

Secondary Financing Notes 405 0 430 0 455 0

Residual Proceeds Notes 406 0 431 0 456 0

Bank Loans (Notes) 407 0 432 0 457 0

Capitalized Lease
Obligation Notes 408 0 433 0 458 0

HODAG 409 0 434 0 459 0

UDAG 410 0 435 0 460 0

RDAL 411 0 436 0 461 0

Other 412 858,000 437 285,250 462 1,143,250

Subtotal 415 2,990,400 440 654,741 465 3,645,141

Due to G.P. & Affiliates 420 216,500 445 0 470 216,500

Development Fees Payable 421 0 446 0 471 0

All Other Long-Term
Liabilities 422 0 447 0 472 0

Total 425 3,206,900 450 654,741 475 3,861,641
</TABLE>

FORM F.C.-3D

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF FUNDS AVAILABLE FOR DISTRIBUTION
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
(I) Calculation of Funds Available for Distribution
<S> <C> <C> <C>
Sources of Available Funds:
500. Cash and Cash Equivalents 0
505. Short-Term Investments 0
507. Accounts Receivable & Residual Receipts Receivable 7,765
508. Prepaid Expenses 29,281
509. Unreimbursed R/R and Special Escrow Withdrawals 0
510. Total Sources 37,046

Use of Available Funds:
515. Accrued Interest Expense 70,508
520. Delinquent Mortgage Payments & Interest 0
525. Delinquent Deposits to R/R 0
528. Delinquent Deposits to Insurance & R.E. Tax Escrows 0
530. Delinquent Deposits to Special & Other Escrows 0
535. Accounts Payable & Residual Receipts Payable 257,723
540. Accrued Expenses (Not Escrowed) 5,316
545. Notes & Advances - Operating Expenses (Due Within 30 days) 0
550. Unfunded Security Deposits 0
555. Prepaid Rent 1,688
560. Due to General Partners & Affiliates (exclusive of development fees) 216,500
565. Total Uses 551,735

570. Funds Available for Distribution -514,689
572. Maximum Allowable Distribution if Funds Available 0
</TABLE>

FORM F.C.-5

<PAGE>
CASS HOUSE ASSOCIATES
STATEMENT OF FUNDS AVAILABLE FOR DISTRIBUTION
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
(II) Calculation of Maximum Possible Distribution if Funds Available
<S> <C> <C> <C> <C>
575. Maximum Permissible Distribution for Current Year 144,702
580. Excess Net Available for Distribution from Current Year
Applied to 3 Preceding Years 0
582. Excess Net Available for Distribution from 3 Preceding
Years Applied to Current Year 0
585. Distributions Earned for Prior Years but not Paid as of
Beginning of Year 731,042
586. Less: Distribution Paid During Current Year 0

587. Balance at Year's End 731,042

590. Maximum Possible Distribution if Funds Available 875,744

(III) Statistics:

595. Accumulated Partnership Distributions 0
600. Stated Equity 2,411,707
</TABLE>

FORM F.C.-5

<PAGE>
CASS HOUSE ASSOCIATES
SCHEDULE OF DEVELOPER'S CONTRIBUTIONS &
GUARANTEED ANNUAL PAYMENTS
AT THE BALANCE SHEET DATE
For The Year Ending December 31, 1994

Part I: Contractual Requirement vs. Actual

<TABLE>
<CAPTION>
Actual
Line Contractual Line Contributions/ Line
Number Requirement Number Payments Number Variance
<S> <C> <C> <C> <C> <C> <C>
HODAG/ARP's

Principal 701 99,997 741 99,997 781 0
Interest 702 48,367 742 48,367 782 0
Total 703 148,364 743 148,364 783 0

Direct Cash Investments 705 0 745 49,000 785 49,900

"Cliff" Type Investments 707 0 747 0 787 0

Commercial Lease
Income Guarantees 709 0 749 0 789 0

Total 710 148,364 750 197,364 790 49,000

Part II: Summary

F.C.-1, line 15B - Other Income - Interest - Annuity 751 48,367

F.C.-1, line 15D - Other Income -
Comm. Lease Income Guarantees 752 0

F.C.-1, line 19 - Developer's & Contributions 753 148,997

F.C.-2B, line 162

F.C.-2A, line 146A - Revenues of the Partnership -
"Cliff" Type Investments 754 0

Total 755 197,364
</TABLE>

FORM F.C.-7

<PAGE>
[Letterhead]

ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH THE
REGULATORY AND MANAGEMENT AGREEMENTS

To the Partners of
Cass House Associates
Limited Partnership

We have audited, in accordance with generally accepted auditing standards,
the balance sheet of Cass House Associates Limited Partnership (a
Massachusetts limited partnership) (Project No. 84-057-S) as of December 31,
1994, and the related statements of operations, partners' equity (deficiency)
and cash flows for the year then ended, and have issued our report thereon
dated January 23, 1995.

In connection with the audit, nothing came to our attention that caused us
to believe that the Partnership failed to comply with the terms, covenants,
provisions or conditions of Section 6, 7, 8a, 8b, 8c, 9, 11a through 11j and
16 of the Regulatory Agreement dated December 1, 1986, between the
Massachusetts Housing Finance Agency and Cass House Associates Limited
Partnership and Sections 5i, 6, 16, 20d, 20e, 20f and 21 of the Management
Agreement dated July 1, 1987 and amended on January 1, 1994, between Cass
House Associates Limited Partnership and Cruz Management Co., Inc. insofar as
they relate to accounting matters. However, our audit was not directed
primarily toward obtaining knowledge of such noncompliance.

This report is intended for the information and use of the general
partners, management, and the Massachusetts Housing Finance Agency. However,
this report is a matter of public record and its distribution is not limited.

/s/ Ziner & Company, P.C.
January 23, 1995

<PAGE>
CASS HOUSE ASSOCIATES LIMITED PARTNERSHIP
December 31, 1994
MORTGAGOR'S & GENERAL PARTNER'S CERTIFICATE

I hereby certify that I have examined the accompanying financial
statements and supplemental data of Cass House Associates Limited Partnership
and to the best of my knowledge and belief, the same is complete and
accurate. I also certify that I have made the contributions and guaranteed
annual payments contractually required as part of the underwriting of the
development.

In addition, I hereby certify that for the fiscal year ended December 31,
1994, there has been no change in the general partners of Cass House
Associates Limited Partnership.

<TABLE>
<CAPTION>
<S> <C>
(Signed) __________________________________ ____________________
Managing General Partner Date
</TABLE>

<PAGE>
VERDEAN GARDENS ASSOCIATES
LIMITED PARTNERSHIP
(a Massachusetts limited partnership)
FINANCIAL STATEMENTS
AND
SUPPLEMENTARY INFORMATION
PROJECT NO. 84-082-S
For the Year Ended December 31, 1994

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
--------
<S> <C>
INDEPENDENT AUDITORS' REPORT 1

FINANCIAL STATEMENTS

Balance Sheet
(MHFA Forms F.C.-3A & -3B) 2

Statement of Changes in Partners'
Equity (Deficiency)
(MHFA Form F.C.-3C) 4

Statement of Operations
(MHFA Form F.C.-2A) 5

Statement of Cash Flows
(MHFA Forms F.C.-4A, -4B & -4C) 6

Notes to Financial Statements 9

INDEPENDENT AUDITORS' REPORT ON
SUPPLEMENTARY INFORMATION 12

MHFA Supplementary Information 13

INDEPENDENT AUDITORS' REPORT ON
COMPLIANCE WITH THE REGULATORY AND
MANAGEMENT AGREEMENTS 21

MORTGAGOR'S AND GENERAL PARTNER'S
CERTIFICATE 22
</TABLE>

<PAGE>
[Letterhead]

ZINER & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
Limited Partnership

/s/ Ziner & Company, P.C.
January 27, 1995

<PAGE>
VERDEAN GARDENS ASSOCIATES
BALANCE SHEET
For The Year Ending December 31, 1994
ASSETS

<TABLE>
<CAPTION>
Current Assets:

<S> <C> <C> <C>
Cash and Cash Equivalents:
201. Partnership 0
202. Development 17,013
203. Subtotal 17,013
Cash Reserved or Escrowed:
205. Tenant Security Deposits 38,211
206. Insurance & R.E. Tax Escrow 22,756
209. Special & Other Escrow* 0
210. Subtotal 60,967
Accounts Receivable:
215. Tenant (less doubtful accts.) 21,798
216. HUD 0
218. Other 0
220. Subtotal 21,798
222. Residual Receipts Receivable 0
223. Short-Term Investments 0
225. Due from General Partners & Affiliates 0
227. Prepaid Expenses 26,755
228. All Other Current Assets 26,157
230. Total Current Assets 152,690

Property & Equipment:
231. Land 214,992
232. Building & Equipment 10,933,968
234. Subtotal 11,148,960
235. Accumulated Depreciation 2,302,125
236. Net 8,846,835

Other Assets:
240. Capital Contributions Receivable 0
241. Reserve for Replacement Escrow* 75,725
242. Excess Rental Income Escrow Account 0
243. Long-Term Investments 1,722,471
243.A Market Value 1,722,471
244. Net Organizational and Financing Costs 127,253
245. After Accumulated Amortization 64,477
246. Deferred Syndication Costs 0
248. Deposits & Other 1,335
250. Total Assets 10,926,309
250.A *Unreimbursed R/R & Special Escrow
Withdrawals Included in Above 0
</TABLE>

FORM F.C.-3A

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
BALANCE SHEET
For The Year Ending December 31, 1994
LIABILITIES & PARTNERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
Current Liabilities:
<S> <C> <C> <C>
251. Current Portion of Mortgage Payable 111,381
252. Notes & Advances - due within 1 year 0

Accounts Payable:
255. Trade - due within 30 days 21,731
257. Other 0
260. Subtotal 21,731
262. Residual Receipts Payable 0

Accrued Expenses:
265. Interest 63,408
266. R.E. Taxes & Insurance 0
267. Other 4,000
270. Subtotal 67,408
272. Tenant Security Deposits 35,819
274. Prepaid Rent 800
278. All Other Current Liabilities 0
280. Total Current Liabilities 237,139

Long-Term Liabilities:
281. Mortgage Payable, net of current portion 7,857,105
Notes & Advances:
282. Energy Notes 0
283. Arrearage & Flexible Subsidy Notes 0
284. Other Notes & Advances 5,094,196
285. Subtotal 5,094,196

286. Accrued Interest on Long-Term Liabilities 363,830
287. Due to General Partners & Affiliates 81,572
288. Development Fees Payable 0
289. All Other Long-Term Liabilities 0

290. Total Long-Term Liabilities 13,396,703
291. Total Liabilities 13,633,842

Partners' Equity (Deficiency)
292. Total Partners' Equity (Deficiency) -2,707,533
294. Total Liabilities & Partners' Equity (Deficiency) 10,926,309
</TABLE>

FORM F.C.-3B

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF CHANGES IN PARTNER'S EQUITY (DEFICIENCY)
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C>
295. Balance, Beginning of Year -1,566,334
295.A Add/(Subtract) Prior Period Adjustments 0
296. Add: Capital Contributions 0
297. Add: Income or (Loss) -1,132,570
298. Deduct: Distributions--Regulatory 0
299. Deduct: Distributions--Refinancing & Other 8,629
300. Balance, End of Year -2,707,533
</TABLE>

FORM F.C.-3C

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF OPERATIONS
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C>
DEVELOPMENT
REVENUES:
100. Gross Potential Rental Income 689,760
103. Less Vacancies, Bad Debts, & Section 236 Excess Rental
Income Remitted 90,379
105. Effective Rental Income 599,381
106. Interest Subsidy 0
107. Other Income--Total 76,525
108. Residual Receipts (Remitted) or Reimbursed 0

110. Total Income 675,906

OPERATING EXPENSES:
111. Administration 133,897
112. Maint., Res. Svcs. & Security 157,512
113. Utilities 102,530
114. Taxes (R.E. & Other) 58,213
115. Insurance 34,904
116. Interest (Financing & Other) 918,935
120. Subtotal 1,405,991

125. Operating Income -730,085
130. Depreciation & Amortization 366,030
135. Net Income or (Loss) for the Development before
Non-Operating Items -1,096,115
140. Non-Operating Items [Gains or (Losses)] -36,455
145. Net Income or (Loss) for the Development -1,132,570

PARTNERSHIP

ADD: REVENUES OF PARTNERSHIP NOT APPLICABLE TO THE DEVELOPMENT
146.A "Cliff" Type Investments 0
146.B Other Partnership Investments 0
146.C Other Revenues 0
146.D Subtotal 0

SUBTRACT: EXPENSES OF PARTNERSHIP NOT APPLICABLE TO THE DEVELOPMENT
147.A Paid in Lieu of Distribution 0
147.B Paid from Syndication Proceeds 0
147.C Accrued but not Paid 0
147.D Management Fee--Incentive 0
147.E Other Expenses 0
147.F Subtotal 0

148. Net Income or (Loss) for the Partnership -1,132,570
</TABLE>

FORM F.C.-2A

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF CASH FLOW
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
Line Cash Line Cash Line Net
Number Provided Number Used Number Cash
<S> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
NET INCOME OR (LOSS) 301 0 341 1,132,570

ADJUSTMENT TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:

DEPRECIATION & AMORTIZATION 302 366,030
NON-OPERATING ITEMS [(GAINS OR LOSSES)] 303 36,455 343 0
CHANGES IN OPERATING ASSETS & LIABILITIES:
DECR/INCR IN ACCOUNTS RECEIVABLE 304 0 344 2,872
DECR/INCR IN RESIDUAL RECEIPTS RECEIVABLE 304A 0 344A 0
DECR/INCR IN PREPAID EXPENSES 305 10,479 345 0
DECR/INCR IN ALL OTHER CURRENT ASSETS 306 1,681 345 0
DECR/INCR IN DEPOSITS & OTHER 307 0 347 0
DECR/INCR IN TENANT SECURITY DEPOSIT ESCROW 308 0 348 1,122
DECR/INCR IN INSURANCE R.E. TAX ESCROWS 309 0 349 472
INCR/DECR IN ACCOUNTS PAYABLE 310 0 350 1,180
INCR/DECR IN RESIDUAL RECEIPTS PAYABLE 310A 0 350A 0
INCR/DECR IN ACCRUED EXPENSES 311 63,408 351 0
INCR/DECR IN TENANT SECURITY DEPOSIT LIAB. 312 0 352 1,566
INCR/DECR IN PREPAID RENT 313 800 353 0
INCR/DECR IN ALL OTHER CURRENT LIABILITIES 314 0 354 0
INCR/DECR IN ACCRUED INTEREST ON L-T LIABS. 315 155,235 355 0

NET CASH PROVIDED (USED) IN OPERATING
ACTIVITIES 320 634,088 360 1,139,782 381 -505,694
</TABLE>

FORM F.C.-4A

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF CASH FLOW
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
Line Cash Line Cash Line Net
INVESTING ACTIVITIES Number Provided Number Used Number Cash
<S> <C> <C> <C> <C> <C> <C>
DISPOSAL/ACQUISITION OF LAND, BUILDING & EQUIP. 321 0 361 0
DISPOSAL/ACQUISITION OF SHORT-TERM INVESTMENTS 322 0 362 0
DECR/INCR IN DUE FROM G.P.'S & AFFILIATES 323 0 363 0
DECR/INCR IN RESERVE FOR REPLACEMENT 324 11,143 364 32,279
DECR/INCR IN EXCESS RENT ACCOUNT 325 0 365 0
DECR/INCR IN SPECIAL & OTHER ESCROWS 326 0 366 0
ADDITIONAL FINANCING & ORGANIZATION COSTS 367 0
DISPOSAL/ACQUISITION OF LONG-TERM INVESTMENTS 328 381,996 368 62,657

NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES 330 393,139 370 94,936 382 298,203

FINANCING ACTIVITIES

INCR/DECR IN CURRENT PORTION OF MORG. PAYABLE 331 9,008 371 0
INCR/DECR IN L-T PORTION OF MORG. PAYABLE 332 0 372 119,310
INCR/DECR IN NOTES & ADVANCES DUE WITHIN 1 YR. 333 0 373 0
INCR/DECR IN L-T PORTION OF NOTES & ADVANCES 334 340,138 374 0
INCR/DECR IN DUE TO G.P.'S & AFFILIATES 335 0 375 0
INCR/DECR IN ALL OTHER LONG-TERM LIABILITIES 336 0 376 0
CAPITAL CONTRIBUTIONS 337 0
EQUITY DISTRIBUTIONS 378 8,629
INCR/DECR IN DEVELOPMENT FEES PAYABLE 339 0 379 0

NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES 340 349,146 380 127,939 383 221,207

NET INCREASE (DECREASE) IN CASH & CASH
EQUIVALENTS 384 13,716

CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR 385 3,297

CASH & CASH EQUIVALENTS AT END OF YEAR 390 17,013
</TABLE>

FORM F.C.-4B

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
(a Massachusetts limited partnership)
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994

<TABLE>
<CAPTION>
LINE CASH LINE CASH LINE NET
NUMBER PROVIDED NUMBER USED NUMBER CASH
<S> <C> <C> <C> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR:

Interest (Net of subsidy) 391 $348,904

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
& FINANCING ACTIVITIES:
Increase Decrease
Increase/Decrease in Capital Contributions Receivable 394 $ _______ 395 $ _______

Increase/Decrease in Deferred Syndication Costs 396 $ _______ 397 $ _______

Other (Describe)
</TABLE>

DISCLOSURE OF ACCOUNTING POLICY:

For the purpose of the Statement of Cash Flows, the Development considers
all highly liquid debt instruments with a maturity of three months or less to
be cash or cash equivalents.

The accompanying Statement of Cash Flows has been prepared in the format
prescribed by the Massachusetts Housing Finance Agency (MHFA). Generally
accepted accounting principles (GAAP), require that non-cash investing and
financing activities be disclosed separately. The following schedule
reconciles the prescribed format to a presentation in accordance with GAAP.

<TABLE>
<CAPTION>
Net Cash Provided
(Used) in Net Cash Provided
Operating (Used) in Financing
Activities Activities
------------------ --------------------
<S> <C> <C>
As reported above $(505,694) $ 221,207
Proceeds of notes payable (SHARP & RDAL)
applied by MHFA to debt service requirements 340,138 (340,138)
---------------- ------------------
As revised to comply with GAAP $(165,556) $(118,931)
================ ==================
</TABLE>

FORM F.C.-4C

The accompanying notes are an integral part of the financial statements.

<PAGE>
VERDEAN GARDENS ASSOCIATES
(a Massachusetts limited partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1994

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Verdean Gardens Associates Limited Partnership was organized in January
1987 under the laws of the Commonwealth of Massachusetts, to develop,
construct and operate a 110 unit apartment complex in New Bedford,
Massachusetts. The operations of the Project, including monthly rental
charges, are regulated by the Massachusetts Housing Finance Agency (MHFA).

Method of Accounting

The Partnership maintains its records on the accrual basis in conformity
with generally accepted accounting principles. Financial statements are
presented in the regulatory format required by MHFA.

Depreciation and Amortization

Depreciation is provided by the straight line method over the useful life
of the building, which is estimated to be 30 years. Furnishings and equipment
are being depreciated primarily over 5 years using an accelerated method.

As of December 31, 1994, property and equipment consisted of the
following:

<TABLE>
<CAPTION>
<S> <C>
Buildings $10,799,726
Furnishings and equipment 134,242
-------------
$10,933,968
=============
</TABLE>

Financing fees totalling $169,046 are being amortized over 30 years. Legal
and organizational costs of $22,684 have been fully amortized.

Income Taxes

No provision has been made for income taxes or related credits in the
Partnership's financial statements as the results of operations are included
in the tax returns of the partners.

Low-Income Housing Tax Credit

NOTE B - CAPITAL CONTRIBUTIONS

Capital contributions of $2,409,000 have been made by Boston Financial
Qualified Housing Limited Partnership (BFQH) to the Partnership in return for
99% of the profits, losses and tax credits of the Partnership. Cash flow up
to $71,371 per annum is to be distributed 99% to BFQH and 1% to the general
partners. Thereafter, any project expense loans are repaid and an incentive
management fee is paid. Remaining cash flow is distributed 99% to BFQH and 1%
to the general partners.

<PAGE>
VERDEAN GARDENS ASSOCIATES
(a Massachusetts limited partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1994

NOTE B - CAPITAL CONTRIBUTIONS (continued)

During 1994, distributions of $8,629 were paid to the limited partner from
escrow cash.

Allocations from a capital transaction differ and are discussed in the
partnership agreement.

NOTE C - LONG-TERM INVESTMENTS

Long-term investments consist of stocks and bonds. At December 31, 1994,
these investments are stated at their market value of $1,722,471 and have a
cost of $1,758,926. An allowance for unrealized losses was established at
this date. The Statement of Operations for 1994 includes a net unrealized
loss of $36,455.

During 1994, income of $62,657 was earned on such investments, of which
$26,157 is reported as a receivable on Line 228 of the financial statements.

NOTE D - FINANCING

Permanent financing is being provided by MHFA in the form of a 30 year
mortgage which bears interest at the rate of 8.87% per annum, plus an annual
processing fee equal to .5% of the original mortgage amount. This loan, which
is secured by the property, is payable in monthly installments of $71,759 for
principal and interest until June 1, 2018. Additional monthly remittances
include escrow payments of $7,550 for insurance and real estate taxes and
$2,521 to fund the reserve for replacements.

Annual maturities of debt for the ensuing five years are summarized as
follows:

Under the terms of the regulatory agreement with MHFA, the Partnership is
limited to a maximum annual distribution of $109,802 which is 6% of the
mortgagor's stated equity.

The Executive Office of Communities and Development (EOCD), a branch of
the Commonwealth of Massachusetts, is authorized to make housing subsidy loan
payments pursuant to the State Housing Assistance Rental Program (the SHARP
Program). This program allows the Project to receive housing subsidy loans
over a 15 year period in order to make housing available to low and moderate
income tenants. EOCD has agreed to make loans to the Partnership up to
certain annual limitations, which decline each year. To the extent the
Project's rental operations generate more cash than projected, such payments
may be reduced. The Project has received SHARP loan advances of $1,968,484,
including advances of $308,739 in 1994.

Principal and interest of 5% per annum on the SHARP note will be payable
upon the earlier of the mortgage termination date, any default or breach of
the terms and provisions of the mortgage loan note, or the sale, transfer, or
refinancing of the Project or transfer of the Partnership's interest, except
with the Agency's prior written approval. Interest of $299,300 has been
accrued, including interest of $90,705 in 1994.

<PAGE>
VERDEAN GARDENS ASSOCIATES
(a Massachusetts limited partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1994

NOTE D - FINANCING (continued)

Due to certain federal limitations on rental levels for certain subsidized
apartments, EOCD has also agreed to extend the Project a Rental Housing
Development Action Loan Program (RDAL) subsidy loan, the terms of which
parallel the SHARP loan, except the interest rate is .1% per annum. The
Project has received cumulative RDAL loan advances of $257,712, including
advances of $31,399 in 1994.

On October 30, 1989, the Partnership received a HODAG loan from the City
of New Bedford, Massachusetts totalling $2,868,000. This note accrues
interest at the rate of 3% per annum, commencing on March 31, 1994. Such
interest shall be due and payable, to the extent of Cumulative Positive Net
Cash Flow (as defined in the HODAG Agreement) on April 15 of each year for
the previous calendar year. The entire outstanding principal balance and all
accrued and unpaid interest shall be payable in full on December 1, 2019.
HODAG loan proceeds have been invested to provide a stream of monthly
payments of approximately $31,833 to fund operating expenses. During 1994,
interest of $64,530 was accrued.

NOTE E - OBLIGATIONS OF THE GENERAL PARTNERS AND THE PARTNERSHIP

Pursuant to the Development Fund Agreement, the general partners have
provided MHFA with a letter of credit in the amount of $338,091 (equal to 4%
of the final amount of the MHFA loan) for the purpose of funding deficits, if
any. This letter of credit will decrease 1.5% each year, if operations have
been favorable. As of December 31, 1994, no decreases in the amount of the
letter of credit have occurred.

NOTE F - RENTAL REVENUES

Tenants' rents are being subsidized for 25% of the apartments pursuant to
various federal and state programs intended to assist low income tenants.

NOTE G - RELATED PARTY TRANSACTIONS

The general partners have made operating advances to the Partnership
amounting to $81,572 which are reflected in long term liabilities on the
balance sheet.

The Partnership has entered into a management agreement with an affiliate
of the general partners. Under the terms of this agreement, $37,417 of
management fees were earned in 1994. In addition, reimbursements are paid for
payroll, data processing and certain other expenses directly related to the
Project.

<PAGE>
[Letterhead]

Ziner & Company, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION

To the Partners of
Verdean Gardens Associates
Limited Partnership

Our report on our audit of the basic financial statements of Verdean Gardens
Associates Limited Partnership for 1994 appears on page 1. That audit was
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The accompanying information, which has been presented in
accordance with regulations of the Massachusetts Housing Finance Agency, is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

/s/ Ziner & Company, P.C.

January 27, 1995

<PAGE>
MFHA SUPPLEMENTARY INFORMATION

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF FUNDS FLOW AVAILABLE FOR EQUITY
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FUNDS RECEIVED RESIDENTIAL COMMERCIAL TOTAL
1. Base Rental - Occupancy 689,760 0
2. Gross Excess Rental Income 0
3. Parking Rentals 0 0
5. Gross Potential Rental Income 689,760 0 689,760
6. Less: Vacancies - Occupancy 71,135 0
7. Less: Vacancies - Parking 0 0
8. Less: Bad Debts 19,244 0
9. Less: Excess S13 Rental Income Escrowed 0
10. Less: Excess S236 Rental Income Remitted 0
11. Total Deductions 90,379 0 90,379
13. Effective Rental Income 599,381 0 599,381
14.A Interest Subsidy 0 0
14.B SHARP Subsidy 308,739 308,739
14.C RDAL / Other Subsidy 31,399 31,399
15.A Other Income - Interest - Ordinary 4,468 0
15.B - Interest - Annuity 62,657
15.C - Laundry / Vending 9,400 0
15.D - Commercial Lease Guarantee 0
15.E - Other (Specify) 0 0
16. Total Other Income 76,525 0 76,525
17. Total Effective Income 1,016,044 0 1,016,044
18.A Replacement Reserve Reimbursements 11,143 0 11,143
18.B Special Escrow Account Reimbursements 0 0 0
19. Developer's Contributions 319,339 319,339
20. Total Funds Received 1,346,526 0 1,346,526

FUNDS DISBURSED
ADMINISTRATIVE EXPENSES
21. Management Fee - Contractual 37,417 0
22.A Payroll 40,473 0
22.B Payroll Taxes & Fringe Benefits 9,282 0
23. Legal 3,408 0
24. Audit 8,200 0
25. Marketing 18,004 0
26. Telephone 3,148 0
27. Office Supplies & Services 5,821 0
28.A Accounting & Data Proc. Svs. Fee 8,144
28.B Central Office Fee 0 0
29. Miscellaneous 0 0
30. Total Administrative Expenses 133,897 0 133,897
</TABLE>

FORM F.C.-1

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF FUNDS FLOW AVAILABLE FOR EQUITY
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
MAINTENANCE EXPENSES RESIDENTIAL COMMERCIAL TOTAL
31.A Payroll 33,382 0
31.B Payroll Taxes & Fringe Benefits 16,986 0
32. Janitorial Material & Services 8,490 0
33. Landscaping 1,260 0
34. Decorating (Interior Only) 16,960 0
35. Repairs (Interior & Exterior) 37,247 0
36. Elevator Maintenance 5,209 0
37. Garbage & Trash Removal 13,885 0
38. Snow Removal 6,257 0
39. Exterminating 1,698 0
40. Recreation 0 0
41. Miscellaneous 0 0
43. Total Maintenance Expenses 141,374 0 141,374
44. Resident Services 0 0 0
45. Security 16,138 0 16,138

UTILITIES
46. Electricity 20,207 0
47. Gas 53,032 0
48. Oil 0 0
49. Water & Sewer 29,291 0
50. Total Utilities 102,530 0 102,530
53. Replacement Reserve Deposits 30,250 30,250
54. Special Escrow Deposits 0 0

TAXES, INSURANCE & INTEREST
55. Taxes - Real Estate 58,213 0
56. Taxes - Other 0 0
57. Insurance 34,904 0
58. Interest 2,107 0
59. Total Taxes, Insurance & Int. 95,224 0 95,224

61. Totl Disb Prior to Cap Exp & D/S 519,413 0 519,413

62. Totl Funds Flow Prior to CE & DS 827,113 0 827,113

63. Cap. Exp. (Exc. of Mortg. Increases, Flex Sub
Funds, Bank Loans, and Capitalized Leases, etc.) 0

65. Funds Flow Prior to D/S 827,113
</TABLE>

FORM F.C.-1

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF FUNDS FLOW AVAILABLE FOR EQUITY
ACCRUAL (GAAP) BASIS
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C>
GROSS DEBT SERVICE
66. Gross Debt Service - Mortgage (MHFA) 871,895
67. Gross Debt Service - Arrearage & Flexible Subsidy Notes 0
68. Gross Debt Service - Energy Loans 0
69. Gross Debt Service - Secondary Financing 155,235
70. Gross Debt Service - Other Notes Payable 0
71. Total Gross Debt Service 1,027,130
73. Funds Flow Prior to Non-Operating Items -200,017

75. Non-Operating Items [Gain or (Loss)] -36,455

CALCULATIONS OF NET AVAILABLE FOR EQUITY
76. Net Available for Equity - Current Operating Cycle Basis (See
Line #195 of Form F.C.-2B) -236,472

77. Add: Interest Expense Recorded but not Paid on D/S (i.e. SHARP
and Arrearage Notes, Flex. Sub. Notes & Secondary Financing) 155,235
78. Subtract: Interest Income Earned on R/R and Special Escrow
Accounts 2,029
80. Net Available for Equity - Distribution Basis -83,266
81.A Add/Subtract: Excess (Deficient) Contributions to R/R 0
81.B Add/Subtract: Excess (Deficient) Contributions to Special Escrows 0
82. Subtract: Tax Abatements Applicable to Prior Reporting Periods 0
83. Non-Operating Items [Loss or (Gain)] 36,455
84.A Management Fee - Incentive 0
84.B Other Timing Differences 0
85. Net Available Equity - Normalized Basis -46,811
</TABLE>

FORM F.C.-1

<PAGE>
VERDEAN GARDENS ASSOCIATES
RECONCILIATION TO FORM F.C.-1
ACCRUAL BASIS (GAAP)
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C>
150. Net Income or (Loss) for the Development -1,132,570

155. Add: Depreciation & Amortization 366,030
156. : Residual Receipts Remitted 0
160. : SHARP Subsidy 308,739
161. : RDAL/Other Subsidy 31,399
162. : Developer's Contributions 319,339
164. : Replacement Reserve Reimbursements 11,143
165. : Special Escrow Account Reimbursements 0
166. Subtotal 1,036,650

168. Less: Excess Section 13A Rental Income Escrowed 0
169. : Residual Receipts Reimbursed 0
170. : Debt Service (Principal) 110,302
175. : Replacement Reserve Deposits 30,250
176. : Special Escrow Deposits 0
180. : Capital Expenditures
(Exclusive of Flexible Subsidies and Mortgage Increases, etc.) 0

186. Subtotal 140,552

190. Other Reporting Differences 0

195. Net Available for Equity - Current Operating Cycle Basis
(See Line #76 of Form F.C.-1) -236,472
</TABLE>

FORM F.C.-2B

<PAGE>
VERDEAN GARDENS ASSOCIATES
SUPPLEMENTAL SCHEDULE OF LONG-TERM LIABILITIES
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
Non
Line Principal Line Accrued Line Current
Number Balance Number Interest Number Balance
<S> <C> <C> <C> <C> <C> <C>
Energy Loans 401 0 426 0 451 0

Arrearage Notes 402 0 427 0 452 0

Flexible Subsidy Notes 403 0 428 0 453 0

SHARP Notes 404 1,968,484 429 299,300 454 2,267,784

Secondary Financing Notes 405 0 430 0 455 0

Residual Proceeds Notes 406 0 431 0 456 0

Bank Loans (Notes) 407 0 432 0 457 0

Capitalized Lease Obligation Notes 408 0 433 0 458 0

HODAG 409 2,868,000 434 64,530 459 2,932,530

UDAG 410 0 435 0 460 0

RDAL 411 257,712 436 0 461 257,712

Other 412 0 437 0 462 0

Subtotal 415 5,094,196 440 363,830 465 5,458,026

Due to G.P. & Affiliates 420 81,572 445 0 470 81,572

Development Fees Payable 421 0 446 0 471 0

All Other Long-Term Liabilities 422 0 447 0 472 0

Total 425 5,175,768 450 363,830 475 5,539,598
</TABLE>

FORM F.C.-3D

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF FUNDS AVAILABLE FOR DISTRIBUTION
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C>
(I) Calculation of Funds Available for Distribution

Sources of Available Funds:
500. Cash and Cash Equivalents 17,013
505. Short-Term Investments 0
507. Accounts Receivable & Residual Receipts Receivable 21,798
508. Prepaid Expenses 26,755
509. Unreimbursed R/R and Special Escrow Withdrawals 0
510. Total Sources 65,566

Use of Available Funds:
515. Accrued Interest Expense 63,408
520. Delinquent Mortgage Payments & Interest 0
525. Delinquent Deposits to R/R 0
528. Delinquent Deposits to Insurance & R.E. Tax Escrows 0
530. Delinquent Deposits to Special & Other Escrows 0
535. Accounts Payable & Residual Receipts Payable 21,731
540. Accrued Expenses (Not Escrowed) 4,000
545. Notes & Advances - Operating Expenses (Due Within 30 days) 0
550. Unfunded Security Deposits 0
555. Prepaid Rent 800
560. Due to General Partners & Affiliates (exclusive of development fees) 81,572
565. Total Uses 171,511

570. Funds Available for Distribution -105,945
572. Maximum Allowable Distribution if Funds Available 0
</TABLE>

FORM F.C.-5

<PAGE>
VERDEAN GARDENS ASSOCIATES
STATEMENT OF FUNDS AVAILABLE FOR DISTRIBUTION
For The Year Ending December 31, 1994

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(II) Calculation of Maximum Possible Distribution if Funds Available
575. Maximum Permissible Distribution for Current
Year 109,802
580. Excess Net Available for Distribution from
Current Year Applied to 3 Preceeding Years 0
582. Excess Net Available for Distribution from 3
Preceeding Years Applied to Current Year 0
585. Distributions Earned for Prior Years but not
Paid as of Beginning of Year 549,010
586. Less: Distribution Paid During Current Year 0

587. Balance at Year's End 549,010

590. Maximum Possible Distribution if Funds
Available 658,812

(III) Statistics:

595. Accumulated Partnership Distributions 0
600. Stated Equity 1,830,033
</TABLE>

FORM F.C.-5

<PAGE>
VERDEAN GARDENS ASSOCIATES
SCHEDULE OF DEVELOPER'S CONTRIBUTIONS &
GUARANTEED ANNUAL PAYMENTS
AT THE BALANCE SHEET DATE
For The Year Ending December 31, 1994

Part I: Contractual Requirement vs. Actual

<TABLE>
<CAPTION>
Actual
Line Contractual Line Contributions/ Line
Number Requirement Number Payments Number Variance
<S> <C> <C> <C> <C> <C> <C>
HODAG/ARP'S

Principal 701 319,339 741 319,339 781 0
Interest 702 62,657 742 62,657 782 0
Total 703 381,996 743 381,996 783 0

Direct Cash Investments 705 0 745 0 785 0

"Cliff" Type Investments 707 0 747 0 787 0

Commercial Lease
Income Guarantees 709 0 749 0 789 0

Total 710 381,996 750 381,996 790 0

Part II: Summary

F.C.-1, line 15B - Other Income - Interest - Annuity 751 62,657

F.C.-1, line 15D - Other Income -
Comm. Lease Income Guarantees 752 0

F.C.-1, line 19 - Developer's & Contributions 753 319,339

F.C.-2B, line 162

F.C.-2A, line 146A - Revenues of the Partnership -
"Cliff" Type Investments 754 0

Total 755 381,996
</TABLE>

FORM F.C.-7

<PAGE>
[Letterhead]

Ziner & Company, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH THE
REGULATORY AND MANAGEMENT AGREEMENTS

To the Partners of
Verdean Gardens Associates
Limited Partnership

We have audited, in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States, the balance sheet of Verdean Gardens Associates Limited
Partnership (a Massachusetts limited partnership) (Project No. 84-082-S) as
of December 31, 1994, and the related statements of operations, changes in
partners' equity (deficiency) and cash flows for the year then ended, and
have issued our report thereon dated January 27, 1995.

In connection with the audit, nothing came to our attention that caused us
to believe that the Partnership failed to comply with the terms, covenants,
provisions or conditions of Section 6, 7, 8a, 8b, 8c, 9, 11a through 11j and
16 of the Regulatory Agreement dated July 31, 1987, between the Massachusetts
Housing Finance Agency and Verdean Gardens Associates Limited Partnership and
Sections 5i, 6, 16, 20d, 20e, 20f, and 21 of the Management Agreement dated
July 1, 1987 and amended on January 1, 1994, between Verdean Gardens
Associates Limited Partnership and Cruz Management Co. Inc. insofar as they
relate to accounting matters. However, our audit was not directed primarily
toward obtaining knowledge of such noncompliance.

/s/ Ziner & Company, P.C.
January 27, 1995

<PAGE>
VERDEAN GARDENS ASSOCIATES LIMITED PARTNERSHIP
December 31, 1994
MORTGAGOR'S & GENERAL PARTNER'S CERTIFICATE

I hereby certify that I have examined the accompanying financial statements
and supplemental data of Verdean Gardens Associates Limited Partnership and
to the best of my knowledge and belief, the same is complete and accurate. I
also certify that I have made the contributions and guaranteed annual
payments contractually required as part of the underwriting of the
development.

In addition, I hereby certify that for the fiscal year ended December 31,
1994, there has been no change in the general partners of Verdean Gardens
Associates Limited Partnership.

(Signed) ___________________________________ ____________________
Managing General Partner Date