BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-K/A, 1995-10-03
OPERATORS OF APARTMENT BUILDINGS
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October 3, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

       Re:    Boston Financial Qualified Housing Limited Partnership
	   Form 10-K/A Annual Report for the Year Ended March 31, 1994
                 File Number 0-16796

Gentlemen:
In compliance wit/h the Securities and Exchange Commission's comment
letter dated May 24, 1995 in regards to the above Partnership's Annual
Report on Form 10-K, you asked us to accompany the 10-K/A filing with
this letter which notes the location in the amended materials where the
response to each comment is made.

Comment 4.   The auditor for the three Local Limited
Partnerships referenced in this comment  has reissued these financial
statements in accordance with generally accepted accounting principles.

Following the submission of the above item, all items in the above referenced
comment letter have been provided.


Very truly yours,

BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

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



By:     S/ Georgia Murray /
        Georgia Murray
        A Managing Director

<PAGE>


October 3, 1995




Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, DC 20549

                Boston Financial Qualified Housing Limited Partnership
                Form 10-K/A Annual Report for the Year Ended March 31,
                1994 File Number 0-16796

Gentlemen:

 In compliance with the Securities and Exchange Commission's
comment letter dated May 24, 1995 in regards to the above Partnership's
Annual Report on Form 10-K, the Partnership had amended the following:

     Item 14(28)(a) - Reports of Other Independent Auditors 

Please stamp and return the enclosed copy of this letter
in the enclosed stamped, self-addressed envelope to
acknowledge receipt of this filing.

Very truly yours,

BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

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




By:     S/  Georgia Murray/
        Georgia Murray
        A Managing Director


<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, 1994                          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, 1994 


<PAGE>




          Boston Financial Qualified Housing Limited Partnership
                           (A Limited Partnership)



                        Annual Report on Form 10-K/A
                      For The Year Ended March 31, 1994
                       Reports of Independent Auditors

<PAGE>

                       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.

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 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 attem pted 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 statement.

Boston, Massachusetts
February 1, 1994                                       /s/ Coopers & Lybrand

                                       

<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.

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 financia l statements. An audit
also includes assessing the accounting princi ples 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 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.

Boston,
Massachusetts
February 15, 1993                       /s/ Coopers & Lybrand

                                       
<PAGE>
[Letterhead]

[LOGO] Coopers &Lybrand
                         certified public 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, 1991 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 General Partners of the Partnership. Our
responsibility is to express an opinion on these financial st atements
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 prin ciples 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 a11 material respects, the financial position of
Windsor Court Housing Associates, Ltd. (a Limited Partnership), HUD
Project No. 101-36615, as of December 31, 1991 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 state ments do not include any
adjustments that might result from the outcome of this uncertainty.

                                                           /s/ Coopers & Lybrand

Boston, Massachusetts
February 10, 1992


<PAGE>
[Letterhead]

[Logo] Coopers
       &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.

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, 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.

Boston, Massachusetts
February 1, 1994                            /s/ Coopers & Lybrand


<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. 11736608, 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 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.

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.

Boston, Massachusetts
February 15, 1993                                  /s/ Coopers & Lybrand

<PAGE>


[Letterhead]

[LOGOS] Coopers
&Lybrand                                     certified public accountants


                       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 As Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608, as of December 31,
1991, 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 princip les 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 Terrace Housing Associates,
Ltd. (a Limited Partnership), HUD Project No. 117-36608 as of December 31, 1991,
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 City Housing Authority to reduce initial base
and contract rents and recover excess subsidies paid by HUD to the Project
retroactively to November 3, 1987. The total effect of these directives is
estimated to be $528,000 by management. No provision for the pot ential rent
reduction has been made in the accompanying financial statements.

                                                       /s/ Coopers & Lybrand
Boston, Massachusetts
February 7, 1992

<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.

Boston, Massachusetts
February 1, 1994                        /s/ Coopers & Lybrand

                                       

<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 princi ples 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
th e accompanying financial statements.

Boston, Massachusetts
February 15, 1993                               /s/ Coopers & Lybrand

<PAGE>
[Letterhead]

[LOGO] Coopers
&Lybrand                                      certified  public accountants

                     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, 1991 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, 1991 and the results of its
operations and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

                                                           /s/ Coopers & Lybrand
Boston, Massachusetts
January 31, 1992                                       

<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 th e accounting princi ples 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
fin ancial statements.

Boston, Massachusetts
February 1, 1994                                /s/ Coopers & Lybrand

                                       
<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 princi ples used and significant
estimates made by the 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.

Boston, Massachusetts
February 15, 1993                              /s/ Coopers & Lybrand

                                       
<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 (a Limited Partnership), HUD Project No. 125-94004, as of December
31, 1991, 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 Sierra Vista Housing
Associates, Ltd. (a Limited Partnership), HUD Project No. 125-94004, as of
December 31, 1991, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.


Boston Massachusetts
January 31, 1992                        /s/ Coopers & Lybrand

<PAGE>
[Letterhead]

                             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.

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 th e 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 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]

                             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 responsib ility 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 we ll as evaluating th e 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 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>

                                ZINER & COMPANY
                        Certified Public Accountants
                                                               7 Winthrop Square
                                                Boston, Massachusetts 02110-1256
                                                                  (617) 542-8880
                                                              FAX (617) 542-8715

                        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, 1991, and the related
statements of changes in partners' capital, 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 fin tatements 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 princi ples 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 Verdean Gardens Associates
Limited Partnership as of December 31, 1991, 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

January 19, 1992
<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, 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.

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 es timates made by the
general partners, as well as evaluating th e 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, 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.

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 outcom e of this
uncertainty.

                                        /s/ Ziner & Company, P.C.
January 27, 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, 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 statem ents 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 es timates made by the
general partners, as well as evaluating th e 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, 1992, and the results of its operations and its
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 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 22, 1993
<PAGE>


                            ZINER & COMPANY
                      Certified Public Accountants
                                                               7 Winthrop Square
                                                Boston, Massachusetts 02110-1256
                                                                  (617) 542-8880
                                                              FAX (617) 542-8715
                     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, 1991, 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 financia ents 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 princip les 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, l991, and the results of its operations and its
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 J 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 25, 1992
<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.

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 fi nancial 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, 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 respon sibility 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]

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, 1991 and the related
statements of operations, partners' capital and cash flows for the year ended
December 31, 1991. 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, 1991, 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
Salt Lake City, Utah
May 6, 1992



<PAGE>


                                ROBERT STEPHENSON
                            An Accounting Corporation
                         515 N. Sepu1veda B1vd., Suite A
                        Manhattan Beach, Ca1ifornia 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 Partnerships 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
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. O ur responsibility is to ex press 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>

[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, 1991 and the related statements
of operations, partners' deficit, and cash flows for the year ended December
31, 1991. These financial statements are the responsibility of the Part-
nership'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, 1991, 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 plan 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
Salt Lake City, Utah
May 6, 1992

<PAGE>

[Letterhead]
                            Charles Bailly & Company
                          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, 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 mana
gement, 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
Fargo, North Dakota
January 18, 1995

<PAGE>
[Letterhead]

                            Charles Bailly & Company
                          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.

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 acco un ting principles used and sign ificant 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 o 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]

                           Charles Bailly & Company
                         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, 1992 and 1991, 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 planned 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 a evaluating the 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, 1992 and 1991, 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 8, 1993
<PAGE>


                            Charles Bailly & Company
                          Certified Public Accountants

                          INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton' North Dakota

We have audited the accompanying ba1ance 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
financia1 statements are the responsibility of the Partnership's management, Our
responsibi1ity is to express an opinion on these financia1 statements based on
our audits.

We conducted our audits in accordance with genera11y accepted auditing
standards. Those standards require that we p1an and perform the audit to obtain
reasonab1e assurance about whether the financia1 statements are free of materia1
misstatement. An audit inc1udes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit a1so includes
assessing the accounting princip1es used and significant estimates made by mana
gement, as we11 as eva1uating 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 materia1 respects, the financial position of 600 Dakota Properties Limited
Partnership as of December 31, 1994 and 1993, and the resu1ts of its operations
and its cash f1ows for the years then ended in conformity with general1y
accepted accounting princip1es.
                                                    /s/ Charles Bailly & Company
Fargo, North Dakota
January 17, 1995
<PAGE>


                            Charles Bailly & Company
                          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 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 mana
gement, 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 600 Dakota Properties Limited
Partnership as of December 31, 1993 and 1992, and the results of its operations
an d 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]
                           Charles Bailly & Company
                         Certified Public Accountants
                                      
       Norwest Center 406 Main Avenue, Suite 3000 Fargo, North Dakota 58126-0001
Telephone (701) 239-8500 Facsimile (701) 239-8600
         Associates in principal cities of the United States through
                       The American Group of CPA Firms

Offices in Iowa, Minnesota, Montana,                  Offices worldwide through
North Dakota and South Dakota                      Moore Stephens International

                           INDEPENDENT AUDITORS 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, 1992 and 1991, 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 autit 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 the Dakota Properties Limited
Partnership as of December 3l, l992 and l991, and the results of its operatinns
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

                                                    /s/ Charles Bailly & Company
Fargo, North Dakota
January 5, 1993

<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 ba1ance sheets of Barrington Manor Limited
Partnership as of December 31, 1994 and 1993, and the re1ated statements of
operations, partners' equity and cash flows for the years then ended. These
financia1 statements are the responsibi1ity of the Partnership,s management. Our
responsibi1ity is to express an opinion on these financia1 statements based on
our audits.

We conducted our audits in accordance with genera11y accepted auditing
standards. Those standards require that we p1an and perform the audit to obtain
reasonab1e assurance about whether the financia1 statements are free of materia1
misstatement An audit inc1udes examining, on a test basis, evidence supporting
the amounts and disc1osures in the financia1 statements, An audit a1so inc1udes
assessing the accounting princip1es used and significant estimates made by mana
gement, as we11 as eva1uating the overa11 financia1 statement presentation We
be1ieve that our audits provide a reasonab1e basis for our opinion. 

In our opinion, the financia1 statements referred to above present fair1y, in
a11 materia1 respects, the financia1 position of Barrington Nanor Limited
Partnership as of December 31, 1994 and 1993, and the resu1ts of its operations
and its cash f1ows for the years then ended in conformity with genera11y
accepted accounting princip1es.
                                                    /s/ Charles Bailly & Company
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 an d 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. 

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 fin an cial 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]
                            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 3l, l992 and 1991, 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 a 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 Barrington Manor
Limited Partnership as of December 31, 1992 and 1991, 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 8, 1993

<PAGE>
                            Charles Bailly & Company
                          Certified Public Accountants

                          INDEPENDENT AUDITOR'S REP0RT

The Partners
Graver Inn Limited Partnership 
Wahpeton, North Dakota

We have audited the accompanying ba1ance sheets of Graver Inn Limited
Partnership as of December 31, 1994 and 1993, and the re1ated statements of
operations, partners, equity and cash f1ows for the years then ended. These
financia1 statements are the responsibi1ity of the Partnership's management. Our
responsibi1ity is to express an opinion on these financia1 statements based on
our audits. 

We conducted our audits in accordance with genera11y accepted auditing
standards. Those standards require that we p1an and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes ex am ining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
a1so inc1udes assessing the accounting principles used and sign ificant
estimates made by management, as we11 as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonab1e basis
for our opinion. 

In our opinion, the financia1 statements referred to above present fair1y, in
a11 materia1 respects, the financia1 position of Graver Inn Limited Partnership
as of December 31, 1994 and 1993, and the resu1ts of its operations and its cash
f1ows for the years then ended in conform ity with genera11y accepted accounting
principles.
                                                    /s/ Charles Bailly & Company
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. 

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 mana
gement, 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 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]
                        Charles Bailly & Company
                      Certified Public Accountants

                     INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

        We have audited the accompanying ba1ance sheets of Graver Inn Limited
Partnership as of December 3l, 1992 and 199l, 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 aud its 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 Graver Inn Limited
Partnership as of December 31, 1992 and 1991, 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 8, 1993

<PAGE>

[Letterhead]

                            Charles Bailly & Company
                          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 y ear
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. 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 as sessing the accounting princip les 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 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.

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
Fargo, North Dakota 
January 10, 1994
<PAGE>

[Letterhead]

                            Charles Bailly & Company
                          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. 

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 princip les 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
a11 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]
                           Charles Bailly & Company
                          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 09l-10505 REF, as of December 31, 1991, 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.

        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 Duluth Limited
Partnership as of December 3l, 1991, 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 9, 1992

<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

            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 b asic fin ancial statements taken as a whole.

January 20, 1995

<PAGE>


                                        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
                                        [Horwath logo]

                          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. 

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 t he accounting princi ples 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
ail 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.

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. 

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 princi ples 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. 10136614 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.

February 1, 1993
<PAGE>
[Letterhead]

                                   GELFOND HOCHSTADT 
                                   PANGBURN STARK & CO.
                                   A Professional Corporation
                                   Certified Public Accountants 
                                   and Business Consultants
                                   Suite 2100
                                   370 Seventeenth Street
                                   Denver, C0 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, 1991, 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.

        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 princi ples 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. 10136614 as of
December 31, 1991, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended, in conformity
with generally accepted accounting principles.

/s/ Gelfond Hochstadt Pangburn Stark & Co.

February 3, 1992

<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, 1993, 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 an 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 allo wable under generally
accepted accounting pr inciples. 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, 1993, 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 

January 25, 1994
<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 expres s 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 sup porting
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]

[Logo] Hechtman & Associates Ltd                               JAY HECHTMAN
CERTIFIED PUBLIC ACCOUNTANTS                                 JAMES E. HARAN

                BOULEVARD COMMONS LIMITED PARTNERSHIP
                        PROJECT NO. 071-35592

                         SUPPLEMENTARY DATA
                            COMPLIANCE

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

        We have audited the financial statements of BOULEVARD COMMONS
LIMITED PARTNERSHIP (a limited partnership), Project No. 071-35592, for
the year ended December 31, 1991, and have issued our report thereon
dated January 27, 1992. 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 th ial statements are free of material
misstatement.

        Compliance with laws, regulations, contracts, and grants
applicable to the Partnership is the responsibility of the Partnership's
management. As part of obtaining reasonable assurance about whether the
financial statements are free of material misstatement, we performed
tests of the Partnership's compliance with certain provisions of laws,
regulations, contracts, and grants. However, our objective was not to
provide an opinion on overall compliance with such provisions.

        We also considered those matters comprehended in the "Audit
Compliance and Internal Control Questionnaire, n which is set forth in
Appendix 2 of the US Department of Housing and Urban Development ("HUD")
Audit Guide for Mortgagors Having HUD Insured or Secretary Held
Multifamily Mortgages for Use by Independent Public Accountants.

        The results of our tests indicate that, with respect to the
items tested, the Partnership complied, in all material respects, with
the provisions referred to in the preceding two paragraphs. With respect
to the items not tested, nothing came to our attention that caused us to
believe that the Partnership had not complied, in all material respects,
with those provisions. 

This report is intended for the information of the audit committee, 
management, and HUD.

/s/ Hechtman & Associates Ltd.

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

January 27, 1992
<PAGE>

[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 142125
Oglethorpe Professional Blvd.
Savannah, Georgia 31416 
Telephone (912) 354-4141 FAX: (912) 352-3098

                          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 aud its. 

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 ove
rall 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. 

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 opin ion, is fairly present ed in all material respects
in relation to the basic financial statements 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., PC
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 ev aluating 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. 

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.

February 17, 1994
Savannah, Georgia

<PAGE>

[Letterhead]

David C. Moja, C.P.A., PC
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, 1992, and
December 31, 1991, and the related statements of operations, partners' equity
(deficit) and cash flos 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 auditirs 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 staement 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, 1992 and 
December 31, 1991, and the results of is operations and its cash flows for the
years then ended in conformity with generally accepted accounting princples.

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.

February 5, 1993
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, 1991 and December
31, 1990, and the related statements of operations, partners' equity (deficit)
and cash flows for the years then ended. These financial statements are the
responsibilty 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, 1991 and December
31, 1990, 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.

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

February 11, 1992
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 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 a udits. 

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 ove
rall 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 present ed 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>

David C. Moja, C.P.A., PC
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
over all 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. 

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 opin ion, is fairly present ed in all material respects
in relation to the basic financial statements ta ken as a whole. 

/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

Telephone:                                                      FAX:
(912) 354-4141                                                  (912)352-3098

                       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,
1992 and December 31, 1991, 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 presentati on. 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, 1992 and December
31, 1991, 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.

February 5, 1993
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 142125
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 audi ts 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. 

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 opin ion, is fairly present ed 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., PC
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. 

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 sta tements 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.
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

Telephone:                                                      FAX:
(912) 354-4141                                                  (912)352-3098

                        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, 1992 and
December 31, 1991, 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 whethrt
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,
1992 and December 31, 1991, 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 o ur
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.
February 5, 1993
Savannah, Georgia

<PAGE>

David C. Moja., PC
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 basi s 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.

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 presente d 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>


David C. Moja, C.P.A., PC
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 reasonabl
e 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. 

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. 
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

Telephone:                                                      FAX:
(912) 354-4141                                                  (912)352-3098

                        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,
1992 and December 31, 1991, 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 reasonabl e 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, 1992 and December 31, 1991, 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.
February 5, 1993
Savannah, Georgia
<PAGE>

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. 

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>


David C. Moja, C.P.A., PC
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 stateme nt 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. 

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 fairl y 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.
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

Telephone:                                                              FAX:
(912)354-4141                                                   (912)352-3098


                       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, 1992 and December 31, 1991, 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 t he 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, 1992 and December 31, 1991, 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, i n 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.
February 5, 1993
Savannah, Georgia

<PAGE>
[Letterhead]

                              [Logo] macdonaldpage
                    Certified Public Accountants  Limited Liability Company
       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 balance sheet of Bingham Family Housing
Associates (a Limited Partnership) 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 fina ncial 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 signif icant 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 Bingham
Family Housing Associates (a 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/ 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 opinio n on these fina ncial 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 signif icant 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, 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 7, 1992
                               
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, 1991, and
the related statements of revenue and expenses - income tax basis, and
changes in partners' capital 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, 1991, and its revenue and expenses, and
changes in partners' capital 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 Limited Liability Company
       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 balance sheet of Birmingham Housing
 Associates (a Limited Partnership) 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. 

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. 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 fin ancial 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 Birmingham Housing Associates
 (a 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/ 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 mana gement- Our
responsibility is to express an opinion on these financia l 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
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 7, 1992

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, 1991, and
the related statements of revenue and expenses - income tax basis, and
changes in partners' capital - 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.

        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, a s 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 basis of accounting the Partnership uses for income tax purposes,
which is 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 Birmingham Housing Associates (a Limited
Partnership) as of December 31, 1991, and its revenue and expenses, and
changes in partners' capital 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 Limited Liability
       30 Long Creek Drive   South Portland, Maine 04106   (207) 774-5701
             P.O. Box 2389   Augusta, Maine 04338   (207) 621-0330


                          Independent Auditor' Report

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

We have audited the accompanying balance sheet of New Sweden Housing 
Associates (a Limited Partnership) 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. 

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 ove rall 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 New Sweden Housing Associates 
(a 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 principles.

                                                        /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 eval uating 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 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] 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 7, 1992
                               
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, 1991, and
the related statements of revenue and expenses - income tax basis, and
changes in partners' capital - 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
audittng 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 basis of of accounting the Partnership uses for income tax purposes,
which is 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 New Sweden Housina Associates {a Limited
Partnership as of December 31.

                                                        /s/ Macdonald Page & Co.
                                                    Certified Public Accountants
<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 FHA Project No.
07135522-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 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 a ssessing the accounting princi ples 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 FHA
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 o pages 12 to 17) are presented for the purposes of
additional analysis and are no a required part of the financial
statements of FHA 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
presente d in all material respects in relation to the financial
statements taken as a whole.

/s/ Russell Novak and Company
February 4, 1995
Chicargo, Illinois

<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.
07135522-PM Hazel-Winthrop Apartments (an Illinois Limited Partnership) as of
December 3l, l993 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 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 aud it
also includes assessing the accounting princi ples 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. 07l-35522-PM
Hazel-Winthrop Apartments as of December 3l, l993 and l992, 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 l2 to l7) are presented for the purposes of additional analysis and are
not a required part of the financial statements of F.H.A. Project No.
07l735522-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 pre sented in all material respects in relation to the
financial statements taken as a whole. 

/s/ Russell Novak and Company 

February 4, l994 
Chicago, Illinois 

<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 FHA Project
No. 07135522-PM Hazel-Winthrop Apartments (an Illinois Limited
Partnership) as of December 31, 1992 and 1991, 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 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 princi ples 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 FHA
Project No. 071-35522-PM Hazel-Winthrop Apartments as of December 31,
1992 and 1991, 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 to 16) are presented for the purposes of additional analysis and are
not a required part of the financial statements of FHA 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 presen ted in all material respects in relation to the financial
statements taken as a whole.

/s/ Russell Novak and Company
February 2, 1993
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 fin ancial 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 1

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. 

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 ma
nagement, 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, 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. Billie J. Burnett February 25, 1994

/s/ Billie J. Burnett 
Billie J. Burnett 
February 25, 1994

<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 , 1992 and 1991 , 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 mana gement, as well as evaluating the overall fin ancial 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, 1992 and
1991, 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 26, 1993



<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 US.
Department of Housing and Urban Development, Office of Inspector General 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 year 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 10994004 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., P.C.
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. 

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 US.
Department of Housing and Urban Development, Office of Inspector General. 

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 year 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 10994004 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 fa irly in all material respects in relation to the financial
statements taken as a whole. 

Respectfully submitted, 

/s/ Michael Sczekan & Co., P.C. 
Michael Sczekan & Co., P.C. 
Certified Public Accountants 
Denver, Colorado 
February 9, 1993
<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
Delrnar Housing Associates Limited Partnership   Continental Wingate Associate
Denver, Colorado                                         Boston, Massachusetts

        We have audited the accompanying statement of financial position
of Delmar Housing Associates Limited Partnership FHA Project Number
109-94004 REF as of December 31,1991, and the related statements of
profit and loss, changes in project equity and cash flows for the year
then ended. These financial statemens 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, issued by the Comptroller General of the
United States, and 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 prinaples
used and sigruficant 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 finanaal statements referred to above present
fairly, in all material respects, the financial position of Delmar
Housing Associates Limited Partnership, as of December 31, 1991, 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 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 14 through 20 are presented for the purposes of
additional analvsis 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 a nd, in our opinion, are
presented fairly in all material  respects in relation to the financial
statements taken as a whole.

        We have also reviewed compliance and internal control matters in
accordance with the provisions of Appendix 2 of the HUD Audit Guide for
Mortgagors having HUD Insured or Secretary Held Multifamily Mortgages,
HUI) Handbook 4372.1 dated February 1988 and have rendered our report
thereon pages 21 through 23.
Respectfully submitted, 

                                                 /s/ Michael Sczekan & Co., P.C.
                                                     Michael Sczekan & Co., P.C.
                                                    Certified Public Accountants
Denver, Colorado
February 14, 1992
<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 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 princi ples 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. 

<PAGE>

                                      -2-

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 t he 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 l9, l995


<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

To the Partners of 
Logan Plaza Associates

We have audited the accompanying balance sheet of Logan Plaza Associates, (A
Limited Partnership)' as of December 3l, 1993 and the related Statements of
Income and Expense, Partners' Capital and Cash Flows for the year ended December
31, 1993. These financial statements are the responsibility of the Partnerships
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted 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 financiaI statements referred to above present fairly' in
al] material respects, the financial position of Logan Plaza Associates at
December 31, 1993 and the results of its operstions and its cash flows for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.

/s/ Marks Shron & Company
January 21, 1994

<PAGE>


[Letterhead]

Marks Shron & Company, LLP 
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 Auditor's 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 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. 

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, 1992 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



                                      -2-

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 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]

Marks Shron & Company, LLP 
CERTIFIED PUBLIC ACCOUNTANTS 
111 Great Neck Road
Great Neck New York 11021 
(516) 466-6550 FAX (516) 466-5649

                         Independent Auditor's Report

To the Partners of
Logan Plaza Associates

We have audited the accompanying statements of financial position of
Logan Plaza Associates, A Limited Partnership, Project NO.
012-36606-PM(42), as of December 31, 1991, and the related statements of
profit and loss (on HUD Form No. 92410), partners, equity (deficit), 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
governmental auditing standards for financial and compliance audits.
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
proceeding paragraph, the financial statements referred to above present
fairly, in all material respects, the financial position of Logan Plaza
Associates at December 31, 1991 and the results of its operations and
its cash flows for the year then ended in conformity with generally
accepted accounting principles.
<PAGE>
                                      -2-

        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 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 29, 1992
<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 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 ov erall
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>

                                      -2-

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 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 m aterial 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 Pub1ic Accountants * Business Consultants A Professiona1 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.: 27.04.0002, 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 ov erall 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 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 mat erial respects in relation to the basic
financial statements taken as a whole. 


/s/ Reznick Fedder & Silverman
Baltimore, Maryland 
January 14, 1994

<PAGE>

[Letterhead]

                           Reznick Fedder & Silverman
                         Certified Public Accountants*
                Business Consultants A Professiona1 Corporation
        217 East Redwood Street Suite 1900 Baltimore, MD 21202-3316
                      (401) 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.: 27.04.0002, as of December 31' 1992' and the
related-statements of profit and loss (on HUD Form No. 92410)' partners' equ ity
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 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 purposes of additional analysis and is not a required part of
the basic financial statements. Such 0information' except for that portion
marked "unaudited' n 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 ma terial respects in relation to the basic
financial statements taken as a whole. 

/s/ Reznick Fedder & Silverman
Baltimore, Maryland 
January 15, 1993


<PAGE>
[Letterhead]

                      Reznick Fedder & Silverman
            Certified Pub1ic Accountants * A Professiona1 Corporation
 1900 Redwood Tower * 217 East Redwood Street * Baltimore, Maryland 21202-3316
                                 (301) 727-4340


                          INDEPENDENT AUDITORS' REPORT

  To the Partners
  Heritage Court Limited Partnership

        We have audited the accompanying balance sheet of Heritage Court Limited
  Partnership (a Maryland limited partnership), C.D.A. Project No.: 27.04.0002,
  as of December 31, 1991, 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, C.D.A. Project No.: 27.04.0002, as of December 31, 1991,
  and the results of its operations and its 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 supplemen- tal information on pages
16 through 18 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/ Reznick Fedder & Silverman
Baltimore, Maryland
January 16, 1992


<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.

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 princi ples 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 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 rel ation 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.

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 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 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>

                         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,
1991 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.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United Stated. 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 princi ples 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 HUD Project No. 105-10504 as of
December 31, 1991, 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 rel ation to the financial
statements taken as a whole.

/s/ Bement, Lake, Hill & Company
Bement, Lake, Hill & Company

Salt Lake City, Utah
February 5, 1992
<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. 

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 th e accounting princi ples 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 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 rel ation 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. 

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 t he accounting princ iples 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 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 rel ation 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
  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, 1991 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.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United Stated. 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 HUD Project No. 105-10503 as of
December 31, 1991, 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/ Bement, Lake, Hill & Company
Bement, Lake, Hill & Company

Salt Lake City, Utah
February 5, 1992
<PAGE>
[Letterhead]
[graphic] ARONSON, FETRIDGE & WEIGLE
          A PROFESSIONAL CORPORATION
        CERTIFIED PUBLIC ACCOUNTANTS
            & MANAGEMENT CONSULTANTS

                          Independent Auditor's Report

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


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.

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 princi ples 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 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 flows for the year then ended in
conformity with generally accepted accounting principles.

                                      -1-

<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

Rockville, Maryland 
January 19, 1994

<PAGE>
[Letterhead]
[graphic]   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. 

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 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 generaIIy accepted accounting principles.


                                      -1-

[logo]                                              [logo]       
100          6116 EXECUTIVE BOULEVARD, FIFTH FLOOR  A Member of
WAYS TO            ROCKVILLE, MARYLAND 20852        Moores
PROSPER                  (301) 231-6200             Rowland
                      FAX: (301) 231-7630           INTERNATIONAL
                                                    A Worldwide Association of
                                                    Independent Accounting Firms
<PAGE>


                    Independent Auditors' 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 lndependent Auditors, Report on lnternal
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 reguIatory requirements
an d are 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
financiaI statements and, in our opinion, is fairIy 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

Rockville, Maryland 
January 15, 1993
<PAGE>
[Letterhead]
KPMG Peat Marwick
     Certified Public Accountants

     2001 M. Street, N.W.
     Washington, DC 20036
                        
                          Independent Auditors' Report
The Partners 
2225 New York Avenue, Ltd.         
(A Limited Partnership):



We have audited the accompanying balance sheets of 2225 New York Avenue, Ltd. (A
Limited Partnership), FHA Project No. 113-36607, as of December 31, 1991 and
1990, and the related statements of profit and loss, changes in 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 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 audi t
also includes assessing the accounting princi ples 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 2225 New York Avenue, Ltd. as
of December 31, 1991 and 1990, 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 made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental material 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 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.

<PAGE>
The accompanying financial statements and supplemental material have been
prepared assuming that 2225 New York Avenue, Ltd. will continue as a going
concern. As discussed in notes 7 and 8 to the financial statements, the
Partnership's current liquidity problems and recurring cash deficits from
operations 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 7. The financial statements and suppl 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/ KPMG Peat Marwick
February 6, 1992
<PAGE>
[Letterhead]
                                [LOGO] VMcHC&S
                  Vroman, McGowen, Hurst, Clark & Smith, P.C.

                          CERTIFIED PUBLIC ACCOUNTANTS
     317 6th Avenue (bullet) Suite 400 (bullet) Des Moines, Iowa 50309-4136
                     515-288-3279 (bullet) Fax: 515-280-1490

Larry J. Clark, CPA                                   Thomas J. Pflanz, CPA
David W. Hurst, CPA                                    John A. Schmidt, CPA
Robert R. McGowen, CPA                                  S. James Smith, CPA
Michael W. McNichols, CPA                              James A. Vroman, CPA

                          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.

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 prin ciples 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, 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.

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 15, 1994 

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

 Member of Accounting Firms Associated, Inc. and Alliott Peirson International;
          Private Companies Practice Section of American Institute of
                          Certified Public Accountants
<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



Larry J. Clark, CPA                                    Thomas J. Pflanz, CPA
David W. Hurst, CPA                                    John A. Schmidt, CPA
Robert R. McGowen, CPA                                 S. James Smith, CPA
Michael W. McNichols, CPA                              James A. Vroman, CPA


                        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, 1992 and 1991, 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, Government Auditing Standards, issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs,
issued by the US Department of Housing and Urban Development, Office of
Inspector General in October 1991. Those standards and the "guide" require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstate ment. 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, 1992 and 1991, and the result 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 supplemental information included in
the report (shown on pages 12 to 19) 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 in our opinionis fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

/s/ Vroman, McGowen, Hurst, Clark & Smith

Des Moines, Iowa
February 10, 1993

Other Auditor Information:
     Lead Auditor - John J. Hanrahan
     Federal I.D. Number - 42-1104473

 Member of Accounting Firms Associated, Inc. and Alliott Peirson International;
          Private Companies Practice Section of American Institute of
                          Certified Public Accountants
<PAGE>
Freedberg & Garlick, P.C.
Certified Public Accountants
[Letterhead] Wellesley Office Park
             55 William Street
             Wellesley, Massachusetts 02181-4003 
             617-239-3400, FAX 239-1140

Richard M. Freedberg, CPA
Saul H. Garlick, CPA
Ray W. Nute, CPA
Richard D. Tardiff, CPA

Susan P. Davies, CPA
Marcia M. Irwin, CPA
Debra E. Sheldon, CPA

                          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. 

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 princip les 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 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>
Freedberg & Garlick, P.C.
Certified Public Accountants

[Letterhead} Wellesley Office Park
             55 William Street
             Wellesley, Massachusetts 02181-4003
             617-239-3400, FAX 239-1140

Richard M. Freedberg, CPA
Saul H. Garlick, CPA
Debra E. Sheldon, CPA
Richard D. Tardiff, CPA

Susan P. Davies, CPA
Marcia M. Irwin, CPA

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

Richard M. Freedberg, CPA
Saul H. Garlick, CPA
Richard D. Tardiff, CPA

Susan P. Davies, CPA
Marcia K. Griffin, CPA


                        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 Bitterswee t Associates Limited Partnership (a
Massachusetts Limited Partnership), MHFA Project No. 84-015-S, as of
December 31, 1991, 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.

We conducted our audit in accordance with generally accepted auditing standards
and the standards for financial audits contained in 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 disclos ures in the financial statements. An audi t 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 MB Bittersweet Associates
Limited Partnership as of December 31, 1991, 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 7, 1992


<PAGE>
                             MUELLER & WALLA, P.C.
                       CERTIFIED PUBLIC ACCOUNTANTS 
                           10714 MANCHESTER ROAD
                                   SUITE 201
                           KIRKWOOD, MISSOURI 63122
                                 (314)822-6575

                        ACCOUNTANTS' COMPILATION REPORT


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

We have compiled 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, l994 
                                       1

           MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                         BENDER, WELTMAN, THOMAS & CO.
                          CERTIFIED PUBLIC ACCOUNTANTS
                                12655 Olive Blvd.
                                   Suite 235
                            St. Louis Missouri 63141
                                 (314)576-1350
                               FAX (314)576-9650

WILLIAM J. BENDER
JOEL W. WELTMAN
JAMES E. THOMAS

                          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, 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 statement s 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

           MEMBERS: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                        BENDER, WELTMAN, THOMAS & CO.
                        CERTIFIED PUBLIC ACCOUNTANTS
                             12655 OLIVE BLVD.
                                   SUITE 235
                            ST. LOUIS MISSOURI 63141
                                 (314)576-1350


WILLIAM J. BENDER
JOEL W. WELTMAN 
JAMES E. THOMAS


To the Partners
Perryville Associates I, L.P.
St. Louis, Missouri

We have compiled the accompanying balance sheet of Perryville Associates I, L.P.
(a Limited Partnership) as of December 31, 1991 and the related statements of
operations, partners' capital and cash flows for the year then ended, in
accordance with standards established by the American Institute of Certified
Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is representation of management. We have not audited or
reviewed the accompanying 1991 financial statements and, accordingly do not
express an opinion or any other form of assurance on them.

The financial statements of Perryville Associates I, L.P. as of December 31,
1990 were audited by other accountants' whose report dated January 22, l991,
expressed an unqualified opinion on those statements.

/s/Bender, Weltman, Thomas & Co., CPAs
BENDER, WELTMAN, THOMAS & CO., CPAs

January 7, 1992

perry.stm





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