BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-K, 1996-06-28
OPERATORS OF APARTMENT BUILDINGS
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June 28, 1996




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

       Boston Financial Qualified Housing Limited Partnership
       Form 10-K Annual Report for the Year Ended March 31, 1996
       File Number 0-16796
       Filing Fee Account Number 0000810663



Dear Sir/Madam:

Pursuant to the  requirements of Rule 901(d) of Regulation S-T,  enclosed is one
copy of subject  report.  A check in the amount of $250 in payment of the filing
fee has been deposited to your account, number 9108739, at Mellon Bank.


Very truly yours,


/s/ Marie D.Reynolds
Marie D. Reynolds
Assistant Controller

QH110K-K.96


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

                  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, 1996                                           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:
                                                       Name of each exchange on
      Title of each class                                     which registered
              None                                                  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, 1996



<PAGE>


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

                                                        Part of Report on
                                                         Form 10-K into
                                                        Which the Document
Documents incorporated by reference                      is Incorporated

Post-Effective Amendments Nos. 1 through 3
 to the Form S-11 Registration Statement,
 File # 33-11910                                            Part I, Item 1

Report on Form 8-K filed on July 7, 1988                    Part I, Item 1

Report on Form 8-K filed on January 20, 1989                Part I, Item 1

Acquisition Reports                                         Part I, Item 1

Prospectus - Sections Entitled:

     "Other Government Assistance Programs"                Part II, Item 7

     "Estimated Use of Proceeds"                           Part III, Item 13

     "Management Compensation and Fees"                    Part III, Item 13

     "Profits and Losses for Tax Purposes, Tax
      Credits and Cash Distributions"                      Part III, Item 13





<PAGE>




                                              
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

          ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1996

                                TABLE OF CONTENTS


                                                 
PART 1                                                            Page No.

       Item 1    Business                                           K-3
       Item 2    Properties                                         K-6
       Item 3    Legal Proceedings                                  K-13
       Item 4    Submission of Matters to a
                     Vote of Security Holders                       K-13

PART II

       Item 5    Market for the Registrant's Units
                    and Related Security Holder Matters             K-14
       Item 6    Selected Financial Data                            K-15
       Item 7    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations             K-16
       Item 8    Financial Statements and Supplementary Data        K-18
       Item 9    Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure          K-18

PART III

       Item 10   Directors and Executive Officers
                    of the Registrant                               K-19
       Item 11   Management Remuneration                            K-20
       Item 12   Security Ownership of Certain Beneficial
                    Owners and Management                           K-21
       Item 13   Certain Relationships and Related
                    Transactions                                    K-21

PART IV

       Item 14   Exhibits, Financial Statement Schedule
                  and Reports on Form 8-K                            K-23


SIGNATURES                                                          K-24


<PAGE>


                                     PART I

Item 1.  Business

Boston Financial  Qualified Housing Limited Partnership (the "Partnership") is a
limited  partnership  formed on  January  22,  1987  under the  Uniform  Limited
Partnership  Act  of  the  State  of  Delaware.  The  Partnership's  partnership
agreement ("Partnership Agreement") authorized the sale of up to 50,000 units of
Limited Partnership  Interest ("Units") at $1,000 per Unit, adjusted for certain
discounts.  The  Partnership  raised  $49,963,740  ("Gross  Proceeds"),  net  of
discounts of $36,260,  through the sale of 50,000  Units.  Such amounts  exclude
five  unregistered  Units previously  acquired for $5,000 by the Initial Limited
Partner,  which is also  one of the  General  Partners.  The  offering  of Units
terminated on April 29, 1988.

The  Partnership  is engaged  solely in the business of real estate  investment.
Accordingly,  a  presentation  of  information  about  industry  segments is not
applicable and would not be material to an  understanding  of the  Partnership's
business  taken  as  a  whole.   On  October  27,  1995,  an  affiliate  of  the
Partnership's Managing General Partners, BF Harbour View, Inc., became the Local
General  Partner  of  Hughes  Apartments,   Ltd.  ("Hughes"),  a  Local  Limited
Partnership in which the Partnership has invested.  As a result, the Partnership
is deemed to have control over Hughes and  commencing  on November 1, 1995,  the
accompanying financial statements are presented in combined form to conform with
the  required   accounting   treatment  under  generally   accepted   accounting
principles.  This change  only  affects the  presentation  of the  Partnership's
financial condition and operating results, not the business of the Partnership.

The Partnership has invested as a limited partner in other limited  partnerships
("Local  Limited  Partnerships")  which own and  operate  residential  apartment
complexes ("Properties"),  all of which benefit from some form of federal, state
or local  assistance  programs and which qualify for the low-income  housing tax
credits ("Tax Credits") that were added to the Internal Revenue Code (the "Code)
by the Tax Reform Act of 1986.  The  investment  objectives  of the  Partnership
include the  following:  (i) to provide  current tax benefits in the form of Tax
Credits which qualified  limited partners may use to offset their federal income
tax liability;  (ii) to preserve and protect the Partnership's capital; (iii) to
provide  limited  cash  distributions  from  property  operations  which are not
expected  to  constitute  taxable  income  during the  expected  duration of the
Partnership's  operations;  and (iv) to provide cash  distributions from sale or
refinancing  transactions.  There cannot be any assurance  that the  Partnership
will attain any or all of these investment objectives.

Table A on the following  page lists the  properties  owned by the Local Limited
Partnerships  in which  the  Partnership  has  invested.  Item 7 of this  Report
contains  other  significant  information  with  respect to such  Local  Limited
Partnerships.  As required by applicable  rules, the terms of the acquisition of
Local Limited  Partnership  interests  have been described in supplements to the
Prospectus and collected in three post-effective  amendments to the Registration
Statement  and in two Form 8-K filings  listed in Part IV of this Report on Form
10-K   (collectively,   the  "Acquisition   Reports");   such  descriptions  are
incorporated herein by this reference.


<PAGE>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA
 Properties owned by                                                 Date 
  Local Limited                                                    Interest
 Partnerships                 Location                            Acquired
- ---------------------         ---------------------             -------------

 Barrington Manor                        Fargo, ND                     12/31/87
 Bingham                                 Bingham, ME                   12/30/87
 Birmingham                              Randolph, ME                  12/30/87
 Bittersweet                             Randolph, MA                  10/27/87
 Boulevard Commons                       Chicago, IL                   07/14/88
 Brentwood Manor II                      Nashua, NH                    01/20/89
 Cass House/Roxbury Hills                Boston, MA                    06/08/88
 Chestnut Lane                           Newnan, GA                    08/01/88
 Coronado Courts                         Douglas, AZ                   12/18/87
 Country Estates                         Glennville, GA                03/01/88
 600 Dakota                              Wahpeton, ND                  10/01/88
 Delmar                                  Gillette, WY                  10/01/88
 Duluth                                  Sioux Falls, SD               10/01/88
 Elmore Hotel                            Great Falls, MT               12/22/87
 Graver Inn                              Fargo, ND                     12/31/87
 Hazel-Winthrop                          Chicago, IL                   12/30/87
 Heritage Court                          Dundalk, MD                   01/20/89
 Hughes                                  Mandan, ND                    12/31/87
 Lakeview Heights                        Clearfield, UT                12/30/87
 Logan Plaza                             New York, NY                  05/10/88
 New Medford Hotel                       Medford, OR                   12/22/87
 Heritage View                           New Sweden, ME                12/30/87
 Pebble Creek                            Arlington, TX                 06/20/88
 Hillcrest III                           Perryville, MO                03/31/89
 Pine Village                            Pine Mountain, GA             03/01/88
 Rolling Green                           Edmond, OK                    09/30/87
 Sierra Pointe                           Las Vegas, NV                 09/01/87
 Sierra Vista                            Aurora, CO                    09/30/87
 Talbot Village                          Talbotton, GA                 03/01/88
 Terrace                                 Oklahoma City, OK             11/20/87
 Trenton                                 Salt Lake City, UT            12/30/87
 Verdean Gardens                         New Bedford, MA               05/31/88
 Willowpeg Village                       Rincon, GA                    03/01/88
 Windsor Court                           Aurora, CO                    12/30/87

          
*     The  Partnership's  interest in profits  and losses of each Local  Limited
      Partnership  arising from normal  operations is 99%, with the exception of
      Hazel-Winthrop,   Logan  Plaza  and  Boulevard   Commons,   in  which  the
      Partnership has a 98% interest,  a 98.99% interest and a 98.974% interest.
      Profits  and losses  arising  from sale or  refinancing  transactions  are
      allocated in accordance  with the  respective  Local  Limited  Partnership
      Agreements.


<PAGE>


Although the  Partnership's  investments in Local Limited  Partnerships  are not
subject to seasonal  fluctuations,  the Partnership's  equity in losses of Local
Limited  Partnerships,  to the extent it reflects the  operations  of individual
properties, may vary from quarter to quarter based upon changes in occupancy and
operating expenses as a result of seasonal factors.

Under  the  terms  of  the  Partnership  Agreement,  the  Partnership  initially
designated  5% of the Gross  Proceeds  from the sale of Units as a  reserve  for
working  capital of the Partnership  and  contingencies  related to ownership of
Local Limited Partnership  interests.  The Managing General Partner may increase
or decrease  such reserves  from time to time,  as it deems  appropriate.  As of
March 31,  1996,  the  Managing  General  Partner has  designated  approximately
$2,043,000 of cash, cash equivalents and marketable  securities as such reserve.
Approximately  $264,000  has been paid for legal fees and  related  expenses  in
connection with the Mod Rehab issue as previously  reported.  Additionally,  the
Partnership has paid  approximately  $152,000 of tax credit adjusters to certain
Local Limited  Partnerships as a result of their generating higher than expected
Tax Credits to be passed  through to  investors.  Also,  legal fees  relating to
various  property  issues  totaling  approximately  $66,000  have been paid from
reserves.

The Partnership's  primary source of working capital is investment income earned
on the reserves.  Additionally, the Partnership expects to receive distributions
from cash flows from  operations of its Local Limited  Partnership  interests in
future years.  It is expected that these sources of funds will provide  adequate
working capital to the Partnership.

Each Local Limited  Partnership  has, as its general  partners  ("Local  General
Partners"),  one or  more  individuals  or  entities  not  affiliated  with  the
Partnership  or  its  General  Partners.  In  accordance  with  the  partnership
agreements under which such entities are organized  ("Local Limited  Partnership
Agreements"),  the  Partnership  depends on the Local  General  Partners for the
management  of each  Local  Limited  Partnership.  As of  March  31,  1996,  the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage of the original investment in Local Limited Partnerships: (i) Rolling
Green, Sierra Vista,  Terrace,  Windsor, and Sierra Point Limited  Partnerships,
representing  29.7%, have Phillip Abrams Ventures,  Inc. and PWD, Inc., as Local
General  Partners;  (ii) Graver Inn,  Barrington Manor,  Hughes,  600 Dakota and
Duluth Limited  Partnerships,  representing 4.35%, have Jerry L. Meide and RABB,
Inc.  as  General  Partners;  (iii) New  Medford  and  Oregon  Landmark  Limited
Partnerships,  representing 6.65%, have WHP Holdings,  Inc. as the Local General
Partner;  (iv)  Delmar,  Trenton  and  Lakeview  Heights  Limited  Partnerships,
representing  2.58%,  have  PSC Real  Estate,  Inc.  and J.  Michael  Queenan  &
Associates,  Inc. (which is a corporation  controlled by J. Michael  Queenan) as
Local  General  Partners;  (v)  Bingham,  Birmingham,  and  New  Sweden  Limited
Partnerships,  representing  1.95%,  have Charles B. Mattson and Todd Mattson as
Local  General   Partners;   (vi)  Cass  House  and  Verdean   Gardens   Limited
Partnerships,  representing  12.4%,  have Cruz Development  Corporation as Local
General Partners; and (vii) Willowpeg Village, Pine Village, Glennville,  Talbot
Village and Chestnut Lane Limited  Partnership,  representing 2.73% have Michael
G.  Kistler  and  William  E.  Johnson as General  Partners.  The Local  General
Partners of the  remaining  Local  Limited  Partnerships  are  identified in the
Acquisition Reports, which are incorporated herein by reference.

The Properties owned by Local Limited  Partnerships in which the Partnership has
invested are, and will continue to be, subject to competition  from existing and
future  apartment  complexes  in the same areas.  The  continued  success of the
Partnership  will depend on many outside  factors,  most of which are beyond the
control of the  Partnership  and which cannot be  predicted  at this time.  Such
factors include general  economic and real estate market  conditions,  both on a
national  basis  and in those  areas  where  the  Properties  are  located,  the
availability  and cost of  borrowed  funds,  real  estate tax  rates,  operating
expenses,  energy costs, and government  regulations.  In addition,  other risks
inherent in real estate  investment  may influence  the ultimate  success of the
Partnership,  including  (i)  possible  reduction  in  rental  income  due to an
inability to maintain high  occupancy  levels or adequate  rental  levels,  (ii)
possible  adverse  changes in general  economic  conditions  and  adverse  local
conditions,  such as  competitive  overbuilding,  or a decrease in employment or
adverse changes in real estate laws,  including  building  codes,  and (iii) the
possible  future  adoption of rent  control  legislation  which would not permit
increased costs to be passed on to the tenants in the form of rent increases, or
which would suppress the ability of the Local Limited  Partnerships  to generate
operating  cash  flow.  Since all of the  Properties  benefit  from some form of
government
<PAGE>

 assistance,  the Partnership is subject to the risks inherent in that
area including decreased subsidies, difficulties in finding suitable tenants and
obtaining permission for rent increases.  In addition, any Tax Credits allocated
to  investors  with respect to a Property are subject to recapture to the extent
that the Property or any portion  thereof ceases to qualify for the Tax Credits.
Other future  changes in federal and state income tax laws affecting real estate
ownership or limited  partnerships  could have a material and adverse  affect on
the business of the Partnership.

The  Partnership is managed by 29 Franklin  Street,  Inc., the Managing  General
Partner of the  Partnership.  The other General  Partner of the  Partnership  is
Franklin 29 Limited  Partnership.  To economize  on direct and indirect  payroll
costs, the Partnership, which does not have any employees, reimburses The Boston
Financial Group Limited  Partnership,  an affiliate of the General Partner,  for
certain expenses and overhead costs. A complete  discussion of the management of
the Partnership is set forth in Item 10 of this Report.


Item 2.  Properties

The Partnership owns limited partnership  interests in thirty-four Local Limited
Partnerships  which own and operate  Properties,  all of which benefit from some
form of federal,  state or local  assistance  programs which qualify for the Tax
Credits  added to the Code by the Tax  Reform  Act of  1986.  The  Partnership's
ownership  interest in each Local Limited  Partnership is generally 99%,  except
for Hazel-Winthrop,  Logan Plaza and Boulevard Commons,  where the Partnership's
ownership interest is 98.99%, 98% and 98.974%, respectively, of each.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
by its relevant state tax credit agency. In general, the Tax Credit runs for ten
years from the date the  Property is placed in  service.  The  required  holding
period (the  "Compliance  Period") of the  Properties is fifteen  years.  During
these fifteen  years,  the  Properties  must satisfy rent  restrictions,  tenant
income  limitations  and other  requirements,  as  promulgated  by the  Internal
Revenue  Service,  in order to  maintain  eligibility  for the Tax Credit at all
times during the Compliance Period.  Once a Local Limited Partnership has become
eligible for the Tax Credits,  it may lose such  eligibility and suffer an event
of  recapture  if  its  Property   fails  to  remain  in  compliance   with  the
requirements.  To date, none of the Local Limited  Partnerships have suffered an
event of recapture of Tax Credits.

In  addition,  some of the Local  Limited  Partnerships  have  obtained one or a
combination  of different  types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the  property  is  located  at  favorable  terms;  and iii) or loans  that  have
repayment terms that are based on a percentage of cash flow.

The schedules on the  following  pages provide  certain key  information  on the
Local Limited Partnership interests acquired by the Partnership.


<PAGE>

<TABLE>
<CAPTION>

                                                             Capital Contributions
Local Limited Partnership                                        Total           Paid        Mtge. Loans            Occupancy at
Property Name                                   Number of      Committed at     Through      Payable at    Type of      March 31,
Property Location                               Apt. Units       March 31,     March 31,     December 31,  Subsidy*         1996
                                                                   1996          1996             1995
- ---------------------------------               -----------     -------------------------------------------------    -------------  
<S>                                             <C>       <C>            <C>           <C>                <C>                   <C>

Barrington Manor
   Limited Partnership
Barrington Manor
Fargo, ND                                              18        175,200        175,200     $  650,000     Section 8             72%

Bingham Family Housing
   Associates (A Limited
   Partnership)
Bingham
Bingham, ME                                            24        240,900        240,900      1,168,691     FmHA                  92%

Birmingham Housing Associates
   (A Limited Partnership)
Birmingham Village
Randolph, ME                                           24        236,520        236,520      1,163,308     FmHA                 100%

MB Bittersweet Associates Limited
   Partnership (a Massachusetts
   Limited Partnership)
Bittersweet
Randolph, MA                                           35        620,500        620,500      2,505,823     None                  94%

Boulevard Commons
   Limited Partnership
Boulevard Commons
Chicago, IL                                           212      4,527,850      4,527,850     10,512,596     Section 8             94%

Michael J. Dobens
   Limited Partnership I
Brentwood Manor II
Nashua, NH                                             22        300,000        300,000        784,915     Section 8            100%


<PAGE>

                                                             Capital Contributions
Local Limited Partnership                                        Total           Paid        Mtge. Loans            Occupancy at
Property Name                                   Number of      Committed at     Through      Payable at    Type of      March 31,
Property Location                               Apt. Units       March 31,     March 31,     December 31,  Subsidy*         1996
                                                                   1996          1996             1995
- ---------------------------------               -----------     -------------------------------------------------    -------------  
<S>                                             <C>       <C>            <C>           <C>                <C>                   <C>



Cass House Associates Limited
   Partnership(a Massachusetts
   Limited Partnership)
Cass House/Roxbury Hills
Boston, MA                                           111      2,141,090      2,141,090      8,251,189      None                  95%

Chestnut Lane Limited
   Partnership (A Limited
   Partnership)
Chestnut Lane
Newnan, GA                                            50        282,510        282,510      1,477,627      None                  98%

Coronado Courts Limited
   Partnership
Coronado Courts
Douglas, AZ                                          145      1,800,000      1,800,000      3,791,839      Section 8             99%

Glennville Properties
   (A Limited Partnership)
Country Estates
Glennville, GA                                        24        121,910        121,910        597,310      FmHA                  95%

600 Dakota Properties
   Limited Partnership
600 Dakota
Wahpeton, ND                                          28        113,000        113,000        676,153      Section 8             79%

Delmar Housing Associates
   Limited Partnership
Delmar
Gillette, WY                                          16        128,000        128,000        423,220      Section 8             94%


<PAGE>

                                                             Capital Contributions
Local Limited Partnership                                        Total           Paid        Mtge. Loans            Occupancy at
Property Name                                   Number of      Committed at     Through      Payable at    Type of      March 31,
Property Location                               Apt. Units       March 31,     March 31,     December 31,  Subsidy*         1996
                                                                   1996          1996             1995
- ---------------------------------               -----------     -------------------------------------------------    -------------  
<S>                                             <C>       <C>            <C>           <C>                <C>                   <C>

Duluth Limited Partnership
Duluth
Sioux Falls, SD                                       11       107,000       107,000       261,364     Section 8            97%

Oregon Landmark-Three
   Limited Partnership
Elmore Hotel
Great Falls, MT                                       60     1,022,000     1,022,000     3,409,618     Section 8            92%

Graver Inn
   Limited Partnership
Graver Inn
Fargo, ND                                             70       819,500       819,500     2,080,853     Section 8            93%

Hazel-Winthrop Apartments (An
   Illinois Limited Partnership)
Hazel-Winthrop
Chicago, IL                                           30       350,400       350,400     2,130,358     Section 8           100%

Heritage Court
   Limited Partnership
Park Terrace
Dundalk, MD                                          101     2,048,750     2,048,750     3,567,373     FmHA                100%

Hughes Apartments
   Limited Partnership
Hughes
Mandan, ND                                            47       379,453       379,453     1,210,000     Section 8            96%



<PAGE>

                                                             Capital Contributions
Local Limited Partnership                                        Total           Paid        Mtge. Loans            Occupancy at
Property Name                                   Number of      Committed at     Through      Payable at    Type of      March 31,
Property Location                               Apt. Units       March 31,     March 31,     December 31,  Subsidy*         1996
                                                                   1996          1996             1995
- ---------------------------------               -----------     -------------------------------------------------    -------------  
<S>                                             <C>       <C>            <C>           <C>                <C>                   <C>


Lakeview Heights Apartments,
   Ltd. (A Limited Partnership)
Lakeview Heights
Clearfield, UT                                       83        584,000        584,000      2,844,555     Section 8             98%

Logan Plaza Associates
Logan Plaza
New York NY                                         130      2,240,000      2,240,000     11,337,095     None                  97%

New Medford Hotel Associates
   Limited Partnership
New Medford Hotel
Medford, OR                                          76      1,417,765      1,417,765      3,266,176     Section 8            100%

New Sweden Housing Associates
   (A Limited Partnership)
Heritage View
New Sweden, ME                                       24        237,250        237,250      1,168,329     FmHA                  96%

2225 New York Avenue, Ltd. 
   (A Limited Partnership)
Pebble Creek
Arlington, TX                                       352      2,512,941      2,512,941      7,951,425     Section 8             99%

Perryville Associates I, L.P. 
   (A Limited Partnership)
Hillcrest III
Perryville, MO                                       24        128,115        128,115        593,311     FmHA                  90%



<PAGE>
                                                             Capital Contributions
Local Limited Partnership                                        Total           Paid        Mtge. Loans            Occupancy at
Property Name                                   Number of      Committed at     Through      Payable at    Type of      March 31,
Property Location                               Apt. Units       March 31,     March 31,     December 31,  Subsidy*         1996
                                                                   1996          1996             1995
- ---------------------------------               -----------     -------------------------------------------------    -------------  
<S>                                             <C>       <C>            <C>           <C>                <C>                   <C>


Pine Village Limited Partnership
   (A Limited Partnership)
Pine Village
Pine Mountain, GA                                   36       188,340       188,340       941,419     FmHA                 88%

Rolling Green Housing Associates,
   Ltd. (a Limited Partnership)
Rolling Green
Edmond, OK                                         166     1,855,650     1,855,650     4,844,837     Section 8           100%

Sierra Vista Housing Associates,  
   Ltd. (a Limited Partnership)
Sierra Pointe
Las Vegas, NV                                      160     3,016,008     3,016,008     7,221,499     Section 8            95%

Sundance Housing Associates,
   Ltd. (A Limited Partnership)
Sierra Vista
Aurora, CO                                         209     2,271,751     2,271,751     6,361,818     Section 8            99%

Talbot Village Limited Partnership
   (A Limited Partnership)
Talbot Village
Talbotton, GA                                       24       121,180       121,180       602,938     FmHA                100%

Terrace Housing Associates,
   Ltd. (a Limited Partnership)
Terrace
Oklahoma City, OK                                  206     1,950,550     1,950,550     5,298,860     Section 8            97%


<PAGE>
                                                             Capital Contributions
Local Limited Partnership                                        Total           Paid        Mtge. Loans            Occupancy at
Property Name                                   Number of      Committed at     Through      Payable at    Type of      March 31,
Property Location                               Apt. Units       March 31,     March 31,     December 31,  Subsidy*         1996
                                                                   1996          1996             1995
- ---------------------------------               -----------     -------------------------------------------------    -------------  
<S>                                             <C>       <C>            <C>           <C>                <C>                   <C>


Trenton Apartments, Ltd. 
   (A Limited Partnership)
Trenton
Salt Lake City, UT                                  37        237,250        237,250        849,224   Section 8               100%

Verdean Gardens Associates Limited
   Partnership (a Massachusetts
   limited partnership)
Verdean Gardens
New Bedford, MA                                    110      2,409,000      2,409,000      7,877,121   None                     86%

Willowpeg Village Limited Partnership
   (A Limited Partnership)
Willowpeg Village
Rincon, GA                                          57        288,400        288,400      1,483,403   FmHA                     95%

Windsor Court Housing Associates,
   Ltd. (a Limited Partnership)
Windsor Court
Aurora, CO                                        143      1,815,500      1,815,500      4,540,483   Section 8                97%
                                           ------------   ------------   ------------   ------------
                                                2,865     36,688,283     36,688,283    111,844,730
                                                                                                          
   Less:  Hughes Apartments                                  379,453        379,453      1,210,000
                                                         ------------   ------------   ------------
                                                        $ 36,308,830   $ 36,308,830   $110,634,730
                                                        ============   ============   ============
</TABLE>


     *FmHA        This  subsidy,  which is  authorized  under Section 515 of the
                  Housing Act of 1949,  can be one or a combination of different
                  types of financing.  For instance,  FmHA may provide 1) direct
                  below-market-rate  mortgage loans for rural rental housing; 2)
                  mortgage  interest   subsidies  which  effectively  lower  the
                  interest  rate  of the  loan  to 1%;  3) a  rental  assistance
                  subsidy to tenants  which  allows them to pay no more than 30%
                  of their  monthly  income as rent with the balance paid by the
                  federal government; or 4) a combination of any of the above.

     Section      8 This subsidy,  which is authorized  under Section 8 of Title
                  II of the  Housing  and  Community  Development  Act of  1974,
                  allows  qualified  low-income  tenants  to pay  30%  of  their
                  monthly  income as rent with the  balance  paid by the federal
                  government.


<PAGE>


                                                                   
One Local Limited Partnership, Boulevard Commons, invested in by the Partnership
represents more than 10% of the total capital  contributions to be made to Local
Limited  Partnerships  by  the  Partnership.  Boulevard  Commons  is a  212-unit
rehabilitation   apartment  complex  with  six  buildings  located  in  Chicago,
Illinois.

Boulevard  Commons is financed by a first  mortgage at 10% interest,  insured by
the U.S. Department of Housing and Urban Development ("HUD"), and was refinanced
at 8.875% on April 6, 1995. Principal and interest payments of $74,916 commenced
June 1, 1995 and continue to May 1, 2035. In addition to this, there is a junior
mortgage  payable to the City of Chicago  which bears  interest at 3% per annum.
The maturity date of this note is the later of July 1, 2030,  or the  retirement
of the FHA insured mortgage.

The duration of the leases for occupancy in the  Properties  described  above is
six to twelve  months.  The Managing  General  Partner  believes the  Properties
described herein are adequately covered by insurance.

Additional  information  required  under  this  Item,  as  it  pertains  to  the
Partnership, is contained in Items 1, 7, and 8 of this Report.


Item 3.  Legal Proceedings

The  Partnership  is  not  a  party  to  any  pending  legal  or  administrative
proceeding,  and to the  best  of its  knowledge,  no  legal  or  administrative
proceeding is threatened or contemplated against it.


Item 4.  Submission of Matters to a Vote of Security Holders

None.



<PAGE>


                                     PART II

Item 5.  Market for the Registrant's Units and Related Security Holder Matters

There is no public  market for the Units,  and it is not expected  that a public
market will develop.  If a Limited Partner  desires to sell Units,  the buyer of
those Units will be required to comply with the minimum  purchase and  retention
requirements and investor suitability standards imposed by applicable federal or
state  securities  laws and the  minimum  purchase  and  retention  requirements
imposed by the  Partnership.  The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers,  will be subject
to negotiation by the Limited Partner seeking to sell his Units.  Units will not
be redeemed or repurchased by the Partnership.

The  Partnership  Agreement  does not impose on the  Partnership  or its General
Partners any  obligation to obtain  periodic  appraisals of assets or to provide
Limited Partners with any estimates of the current value of Units.

As of  March  31,  1996,  there  were  3,330  record  holders  of  Units  of the
Partnership.

Cash  distributions,  when made, are paid annually.  No cash  distributions were
paid during the years ended March 31, 1996, 1995 and 1994.


<PAGE>


Item 6.  Selected Financial Data

The following  table sets forth  selected  financial  information  regarding the
Partnership's  financial position and operating results. This information should
be read in conjunction  with  Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations  and the  Financial  Statements  and Notes
thereto, which are included in Items 7 and 8 of this Report.
<TABLE>
<CAPTION>

                                         March 31,       March 31,      March 31,       March 31,      March 31,
                                          1996           1995           1994           1993              1992
<S>                                <C>              <C>              <C>              <C>              <C>    

Revenue (D)                        $    191,229     $     77,348     $    204,552     $    176,681     $    177,648
Equity in losses of Local Limited
  Partnerships (D)                   (2,657,886)      (2,732,227)      (3,076,265)      (4,468,387)      (4,312,822)
Net loss                             (2,278,003)      (3,142,627)      (3,048,198)      (4,532,734)      (6,435,819)
  Per Limited Partnership Unit           (45.10)          (62.22)          (60.35)          (89.75)         (127.43)
Cash, cash equivalents and
  marketable  securities (D)          2,676,948        2,374,552        2,324,577        2,299,837        2,342,896
Investment in Local Limited
  Partnerships, at original cost     41,458,860       41,422,507       41,422,507       41,422,507       41,422,507
Total assets (A)                     10,458,754       11,358,168       14,487,572       17,626,031       22,072,094
Cash distribution (C)                       --               --               --               --            202,270
  Per Limited Partnership Unit (C)          --               --               --               --               4.00
Other Data:
Passive loss (B)                    (6,502,105)      (6,757,956)      (7,213,910)      (7,195,871)      (8,849,490)
  Per Limited Partnership Unit (B)     (128.74)         (133.81)         (142.84)         (142.48)         (175.22)
Portfolio income (B)                   442,059          321,042          420,572          609,370          607,908
  Per Limited Partnership Unit (B)        8.75             6.36             8.33            12.07            12.04
Low-Income Housing
  Tax Credits (B)                    7,652,372        7,512,822        7,490,806        7,479,988        7,522,003
  Per Limited Partnership Unit (B)      151.31           148.55           148.11           147.89           148.74
Local Limited Partnership interests
  owned at end of period                    34               34               34               34               34

</TABLE>

(A) Total assets include the net investment in Local Limited Partnerships.

(B)      Income  tax  information  is as of  December  31,  the  year end of the
         Partnership for income tax purposes.  The Low-Income Housing Tax Credit
         per  Limited  Partnership  Unit for 1995,  1994,  1993,  1992 and 1991,
         represents the amount  distributed to individual  investors  based upon
         50,000  outstanding  Units.  Corporate  investors  received  Low-Income
         Housing Tax Credits of $161.23,  $158.40,  $158.11,  $157.89 and 158.40
         per Unit in 1995, 1994, 1993, 1992 and 1991, respectively.

(C)      The cash distribution represents a return of capital.

(D)      March 31, 1996 revenue includes  $28,827 of rental and other revenues
         from Hughes Apartments that is included in the combined revenue of the
         Statement of Operations.

         March 31, 1996 equity in losses of Local Limited  Partnerships does not
         include  $13,329  of  losses  from  Hughes  Apartments  that  have been
         combined with the Partnership's loss in the Statements of Operations

         March 31, 1996 cash and cash  equivalents,  and  marketable  securities
         include  $26,084 of cash  equivalents  from Hughes  Apartments that has
         been combined with the Partnership in the Balance Sheet.


<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


Liquidity and Capital Resources

At March  31,  1996,  the  Partnership  cash and cash  equivalents  of  $678,567
compared with $308,216 at March 31, 1995. The increase is  attributable  to cash
distributions  received  from Local Limited  Partnerships  and proceeds from the
sales and  maturities  of  securities  in excess  of cash  expenditures  for the
purchase of marketable securities, partially offset by cash used for operations.

At March 31,  1996,  approximately  $2,043,000  of cash,  cash  equivalents  and
marketable  securities  has been  designated  as  reserves.  The  reserves  were
established to be used for working capital of the Partnership and  contingencies
related to the ownership of Local Limited Partnership interests. Reserves may be
used to fund  Partnership  operating  deficits,  if the Managing General Partner
deems funding appropriate.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contractual  duty to  provide  additional  funds to Local  Limited  Partnerships
beyond its specified investment. Thus, at March 31, 1996, the Partnership had no
contractual or other obligation to any Local Limited  Partnership  which had not
been paid or provided for.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the  Partnership's  management might deem it in its
best  interests  to provide  such  funds,  voluntarily,  in order to protect its
investment. No such event has occurred to date.

Cash Distributions

No cash distributions to Limited Partners were made during the three years ended
March 31, 1996. In the event that  distributions are received from Local Limited
Partnerships, the Managing General Partner has decided that such amounts will be
used to increase reserves. No assurance can be given as to the amounts of future
distributions  from the Local Limited  Partnerships since many of the Properties
benefit from some type of federal or state subsidy,  and as a  consequence,  are
subject to restrictions on cash  distributions.  Therefore,  it is expected that
only a limited  amount of cash will be distributed to investors from this source
in the future.

Results of Operations

1996 versus 1995

The  Partnership's  results  of  operations  for the year ended  March 31,  1996
resulted in a net loss of  $2,278,003,  as compared to a net loss of  $3,142,627
for the same  period  in 1995.  The  improved  net loss  position  is  primarily
attributable to the Mod Rehab  Settlement,  which resulted in  reimbursement  of
legal  costs  incurred  by the  Partnership  on behalf of the Mod Rehab  Program
Properties,  as well as an increase in investment revenue due to improved market
conditions  and an adjustment to the reserve for valuation of investments in
Local Limited Partnerships.

1995 versus 1994

The  Partnership's  operating results for the year ended March 31, 1995 resulted
in a net loss of  $3,142,627,  as compared to a net loss of  $3,048,198  for the
same  period in 1994.  The  slight  increase  is  primarily  attributable  to an
increase in the  provision  for  valuation of  Investments  in the Local Limited
Partnerships and a decline in investment  income resulting from lower investment
rates. These increases were partially offset by a decline in equity in losses of
Local Limited Partnerships.

The increase in the  adjustment to reserve for valuation of Investments in Local
Limited   Partnerships  is  the  result  of  a  $273,000   reserve  against  the
Partnership's investment in one Local Limited Partnership.  Partially offsetting
this amount is a decrease in the reserve amount related to 2225 New York Avenue,
L.P. equal to the loss incurred during the year ended December 31, 1994.

<PAGE>

The equity in losses of Local Limited Partnerships  decreased for the year ended
March 31, 1995, as compared  with the same period in 1994  primarily as a result
of an increase in rental income in 1994 and a decrease in depreciation as assets
become or approach being fully depreciated.

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement of Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of,  which is  effective  for  fiscal  years
beginning after December 15, 1995. This standard requires that long-lived assets
be reviewed for  recoverability.  Impairment  losses are recognized  when future
cash flows or other benefits are less than the carrying amount of the asset. The
Partnership  plans to adopt the new standard for its year ending March 31, 1997,
however,  it is not expected to have a significant  effect on financial position
or results of operations.

Low-Income Housing Tax Credits

The 1995, 1994 and 1993 Low-Income  Housing Tax Credits per Unit for individuals
were  $151.31,  $148.55  and  $148.11,  respectively.  The  1995,  1994 and 1993
Low-Income  Housing Tax Credits per Unit for corporations were $161.23,  $158.40
and  $158.11,  respectively.  The  Tax  Credits  per  Limited  Partnership  Unit
stabilized in 1991 at approximately $148.00 per Unit for individuals and $158.00
per Unit for corporations. The credits are expected to remain stable for the two
years  subsequent  to 1995 and then they are  expected  to  decrease  as certain
properties reach the end of the ten-year credit period.

Property Discussions

Limited  Partnership  interests have been acquired in thirty-four  Local Limited
Partnerships which own and operate rental properties located in nineteen states.
Fourteen of the properties with 774 apartments were newly constructed and twenty
of  the  properties  with  2,091  apartments  were  rehabilitated.  All  of  the
properties have completed construction or rehabilitation and initial rent-up.

Most of the thirty-four Local Limited  Partnerships have stabilized  operations.
The majority of these  stabilized  properties  are  operating at  break-even  or
generating operating cash flow.

A number of properties are  experiencing  operating  difficulties  and cash flow
deficits  due to a variety  of  reasons.  The Local  General  Partners  of those
properties  have  funded  operating  deficits  through  project  expense  loans,
subordinated  loans or payments from  operating  escrows.  In certain  instances
where the Local General  Partners have stopped  funding  deficits  because their
obligation to do so has expired or otherwise,  the Managing  General  Partner is
working with the Local General  Partners to increase  operating  income,  reduce
expenses or refinance the debt at lower  interest rates in order to improve cash
flow.

At Pebble Creek,  continued  deficits  caused by high security and repair costs,
and high  turnover  has  resulted in a mortgage  default.  An  affiliate  of the
Managing  General Partner had become actively  involved in discussions  with the
bondholder  on a workout plan to refinance the mortgage and address the mortgage
default and deferred  maintenance  issues.  Despite these efforts,  the loan has
recently been assigned to HUD.  Because of the level of Section 8 subsidy,  only
state and local housing agencies,  or qualified  non-profits will be able to bid
on the  mortgage.  As  previously  reported,  the Local  General  Partners  have
expressed  their  desire to sell  their  ownership  interests  in the  property.
However,  they are not actively  pursuing such a sale. The carrying value of the
Partnership's  investment in this Local Limited Partnership is zero at March 31,
1996.

Cass House and Verdean  Gardens,  Massachusetts  properties which share a common
Local  General  Partner,  continue to operate  below break even in a slow rental
market.  The SHARP subsidy  agreements for both properties were  renegotiated in
1992 and provided additional subsidies.  However,  since the properties continue
to operate at a deficit and Verdean Gardens requires maintenance work, the Local
General Partner has applied for further 
<PAGE>

subsidies. The restructuring for Cass House closed in June 1996; the closing for
Verdean Gardens is expected to occur by September 1996. Both restructurings will
require  contributions  from  Partnership  reserves.  Under the existing subsidy
agreements,  the Local  General  Partner  has been  supporting  the  properties'
operations through deferred management fees and guarantees or letters of credit.
The  carrying  value of the  Partnership's  investment  in these  Local  Limited
Partnerships is zero at March 31, 1996.

At Hughes  Apartments,  located in Mandan,  North  Dakota,  rental losses due to
flood damage  resulted in a mortgage  default.  Effective  October 27, 1995,  an
affiliate  of the  Partnership's  Managing  General  Partner  replaced the Local
General  Partner.  Construction  to repair the  damaged  units is  ongoing,  and
occupancy  has  increased  partly  because  the  local  Housing   Authority  has
reinstated  Hughes on their resident referral list. The Managing General Partner
negotiated a forbearance agreement with the lender which included an infusion of
additional  capital to cure the default and fund capital  repairs.  A portion of
the capital repairs will be funded from Partnership reserves.

It was  previously  reported  that an  affiliate of The Boston  Financial  Group
Limited  Partnership had been  negotiating to purchase the Local General Partner
interests  in  five   properties  in  which  the  Partnership  has  invested  in
(collectively,  the "Colorado  Partnerships") from Phillip Abrams Ventures, Inc.
and PDW,  Inc.,  the current  Local General  Partners.  It now appears that this
transaction will not occur. Instead, the Local General Partner will retain their
interests in the Colorado Partnerships and Boston Financial will continue to act
as property manager for these properties.


Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the
Partnership for the years ended March 31, 1996, 1995 and 1994.


Item 8.  Financial Statements and Supplementary Data

Information  required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.


Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

On November  10,  1995,  the firm of Arthur  Andersen  LLP was  dismissed as the
principal accountant to audit the registrant's financial statements.  Reports on
the financial  statements of the registrant by Arthur Andersen LLP for the years
ending  March 31,  1995 and 1994,  respectively,  did not  contain  any  adverse
opinion or  disclaimer  of  opinion,  and were not  qualified  or modified as to
uncertainty,  audit  scope,  or  accounting  principles.  The decision to change
accountants was approved by the Board of Directors of the General Partner of the
registrant.

During  the years  ending  March 31,  1995 and 1994,  respectively,  and for the
subsequent  interim period,  April 1, 1995 through November 10, 1995, there were
no disagreements with Arthur Andersen LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.

The firm of Coopers & Lybrand L.L.P. has been engaged as principal accountant to
audit the registrant's financial statements.




<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The Managing General Partner of the Partnership is 29 Franklin  Street,  Inc., a
Massachusetts corporation (the "Managing General Partner" or "Franklin,  Inc."),
an  affiliate  of  The  Boston  Financial  Group  Limited  Partnership  ("Boston
Financial"),  a Massachusetts  limited partnership.  George Fantini, Jr., a Vice
President of the Managing General Partner  resigned his position  effective June
30, 1995.

The  Managing  General  Partner was  incorporated  in January  1987.  William E.
Haynsworth is the Chief Operating  Officer of the Managing General Partner,  and
had  the  primary  responsibility  for  evaluating,  selecting  and  negotiating
investments  for the  Partnership.  The  Investment  Committee  of the  Managing
General  Partner  approved  all  investments.  The  names and  positions  of the
principal  officers and the  directors of the Managing  General  Partner are set
forth below.

     Name                                           Position

Georgia Murray                         Managing Director, Treasurer
                                         and Chief Financial Officer
Fred N. Pratt, Jr.                     Managing Director
William E. Haynsworth                  Managing Director, Vice President and
                                         Chief Operating Officer
Paul F. Coughlan                       Vice President
Peter G. Fallon, Jr.                   Vice President
Donna C. Gibson                        Vice President
Randolph G. Hawthorne                  Vice President
A. Harold Howell                       Vice President

The other General Partner of the Partnership is Franklin 29 Limited Partnership,
a  Massachusetts  limited  partnership  ("Franklin  L.P.") that was organized in
January  1987.  The  General  Partners  of  Franklin  L.P.  are  Messrs.  Pratt,
Hawthorne, Coughlan and Fallon.

The Managing General Partner provides day-to-day  management of the Partnership.
Compensation is discussed in Item 11 of this report. Such day-to-day  management
does not include the management of the Properties.

The business  experience of each of the persons listed above is described below.
There is no  family  relationship  between  any of the  persons  listed  in this
section.

Georgia  Murray,  age 45, is a graduate  of Newton  College of the Sacred  Heart
(B.A.,  1972).  She joined Boston  Financial  Management  Company in 1973 and is
currently a Senior Vice President of Boston  Financial and a member of its Board
of Directors.  Ms. Murray currently serves on the firm's senior leadership team,
and  oversees  the firm's  efforts in  structuring  tax credit  investments  for
corporate investors.  Previously she managed Boston Financial's  Investment Real
Estate, Asset Management,  and Property Management divisions. She is a member of
the Board of  Directors  of the General  Partner of Boston  Financial.  She also
serves as a director of Atlantic Bank and Trust Company.

Fred N. Pratt,  Jr., age 51,  graduated from Tufts  University and the Amos Tuck
School of Business Administration at Dartmouth College. Mr. Pratt was one of the
original  employees  of Boston  Financial  when it was founded in late 1969.  He
currently serves as Boston  Financial's  Chief Executive Officer and Chairman of
the Board of Directors of the General Partner of Boston Financial.

William E. Haynsworth,  age 56, graduated from Dartmouth College and Harvard Law
School.  Mr.  Haynsworth  was Acting  Executive  Director  of the  Massachusetts
Housing Finance Agency,  where he was also General Counsel,  prior to becoming a
Vice President of Boston  Financial in 1977 and a Senior Vice President in 1986.
He has also
<PAGE>

served as  Director of  Non-Residential  Development  of the Boston
Redevelopment Authority and as an associate of the law firm of Goodwin,  Procter
& Hoar in Boston.  Mr.  Haynsworth  is a member of the Board of Directors of the
General Partner of Boston Financial and senior leadership team, participating in
the  structuring of real estate  investments and the development of new business
opportunities.

Paul F. Coughlan,  age 52, is a graduate of Brown  University  (A.B.,  1965) and
served in the United  States Navy before  entering  the  securities  business in
1969. He was employed as an investment broker by Bache & Company until 1972, and
then by Reynolds  Securities  Inc. He joined Boston  Financial in 1975 as a Vice
President in the real estate  investment  marketing  area and was named a Senior
Vice  President in 1986.  He  currently  participates  in  marketing  the firm's
Institutional Tax Credit product.

Peter G.  Fallon,  Jr.,  age 57,  graduated  from the  College of The Holy Cross
(B.S.,  1960) and Babson College  (M.B.A.,  1965). He joined Boston Financial in
1970, shortly after its formation, and is currently a Senior Vice President with
responsibility for marketing the firm's Institutional Tax Credit product.

Donna C. Gibson,  age 54, who previously  served as Chairman of the Commonwealth
of Massachusetts Board of Registration for Real Estate Brokers and Salesmen, and
as President of Community  Workshop,  Inc.,  joined  Boston  Financial  Property
Management  in 1978.  She was a Vice  President  of Hunneman & Company,  Inc., a
Boston real estate  firm,  for  fifteen  years,  and from 1976 to 1978 she was a
Senior Management Analyst for the Massachusetts Housing Finance Agency. She is a
member of the firm's senior leadership team and oversees the  administration and
financial control of Boston Financial's Property Management  division.  She is a
member of the Board of Directors of the General Partner of Boston Financial.

Randolph G.  Hawthorne,  age 46, is a graduate  of  Massachusetts  Institute  of
Technology and Harvard Graduate School of Business.  He has been associated with
Boston Financial since 1973 and has served as the Treasurer of Boston Financial.
Currently a Senior Vice President of Boston  Financial and a member of the Board
of Directors,  Mr. Hawthorne's primary responsibility is the structuring of real
estate investments and the development of new business opportunities.  He serves
as Vice Chairman of the National  Multi-Family  Housing  Council and is a former
president of the National Housing and Rehabilitation Association.

A. Harold  Howell,  age 55,  graduated  from  Harvard  College and the Amos Tuck
School of Business  Administration at Dartmouth College. He has been employed by
Boston  Financial  since  1970.  For most of this time he has been active in the
overall administration of Boston Financial and its affiliates, but has also been
involved in other areas of its business. Mr. Howell has served as head of Boston
Financial's property management division and also as its Chief Financial Officer
and Chief  Executive  Officer.  He  currently is a Senior Vice  President  and a
member of the Board of  Directors  of the General  Partner of Boston  Financial,
involved in the overall  management  of the firm.  Mr. Howell  recently  spent a
two-year  sabbatical  from  Boston  Financial  as a  Visiting  Professor  at the
Instituto de Estudios Superiores de la Empresa, a highly regarded  international
M.B.A.  program in Barcelona,  Spain.  While there he taught courses in business
strategy and real estate finance.


Item 11.  Management Remuneration

Neither the  directors  or  officers  of  Franklin,  Inc.,  nor the  partners of
Franklin  L.P., nor any other  individual  with  significant  involvement in the
business of the Partnership  receives any current or proposed  remuneration from
the Partnership.



<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

No person is known to the Partnership to be the beneficial owner of more than 5%
of the outstanding Units.

The equity  securities  registered by the Partnership under Section 12(g) of the
Act consist of 50,000 Units, all of which have been sold to the public.  Holders
of Units are  permitted to vote on matters  affecting  the  Partnership  only in
certain unusual circumstances and do not generally have the right to vote on the
operation or management of the Partnership.

As of March 31, 1996, Franklin L.P. owns five (unregistered)  Units not included
in the 50,000 Units sold to the public.

Except as described in the preceding paragraph, neither Franklin, Inc., Franklin
L.P.,  Boston  Financial,  nor  any  of  their  executive  officers,  directors,
partners,  or  affiliates  is the  beneficial  owner of any  Units.  None of the
foregoing persons possesses a right to acquire beneficial ownership of Units.

The Partnership does not know of any existing  arrangement that might at a later
date result in a change in control of the Partnership.


Item 13.  Certain Relationships and Related Transactions

The  Partnership  was  required to pay  certain  fees to and  reimburse  certain
expenses of the Managing  General  Partner or its affiliates  (including  Boston
Financial)  in  connection  with the  organization  of the  Partnership  and the
offering of Units.  The  Partnership is also required to pay certain fees to and
reimburse  certain  expenses of the Managing  General  Partner or its affiliates
(including  Boston  Financial)  in  connection  with the  administration  of the
Partnership  and its acquisition and disposition of investments in Local Limited
Partnerships.  In  addition,  the  General  Partners  are  entitled  to  certain
Partnership distributions under the terms of the Partnership Agreement. Also, an
affiliate  of the General  Partners  will receive up to $10,000 from the sale or
refinancing proceeds of each Local Limited Partnership, if it is still a limited
partner  at  the  time  of  such  transaction.   All  such  fees,  expenses  and
distributions  paid in the three years ended March 31, 1996 are described  below
and in the sections of the  Prospectus  entitled  "Estimated  Use of  Proceeds",
"Management Compensation and Fees" and "Profits and Losses for Tax Purposes, Tax
Credits  and Cash  Distributions".  Such  sections  are  incorporated  herein by
reference.  In addition,  Boston Financial Property Management,  an affiliate of
the Managing General Partner, serves as property management agent for one of the
properties in which the Partnership invested.

The Partnership is permitted to enter into transactions  involving affiliates of
the Managing General Partner,  subject to certain limitations established in the
Partnership Agreement as follows:

Organizational fees and expenses and selling expenses

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay certain fees to and reimburse expenses of the General Partners and others in
connection  with the  organization  of the  Partnership  and the offering of its
Limited Partnership Units. As of March 31, 1996, selling  commissions,  fees and
accountable  expenses related to the sale of the Units totaling  $6,164,983 have
been charged  directly to Limited  Partners'  equity.  In connection  therewith,
$3,963,740 of selling expenses and $2,201,243 of offering  expenses  incurred on
behalf of the Partnership have been paid to an affiliate of the General Partner.
The Partnership has capitalized an additional  $50,000 of  organizational  costs
which was  reimbursed  to an affiliate of the General  Partner.  These costs are
fully amortized as of March 31, 1996. Total  organization and offering  expenses
exclusive of selling  commissions and underwriting  advisory fees did not exceed
5.5% of the Gross Proceeds and organizational  and offering expenses,  inclusive
of selling  commissions and underwriting  advisory fees, did not exceed 15.0% of
the Gross Proceeds.  No  organizational  fees and expenses and selling  expenses
were paid during the three years ended March 31, 1996.


<PAGE>



Acquisition fees and expenses

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay  acquisition  fees to and  reimburse  acquisition  expenses of the  Managing
General  Partner  or its  affiliates  for  selecting,  evaluating,  structuring,
negotiating,   and  closing  the  Partnership's  investments  in  Local  Limited
Partnerships.  Acquisition  fees  total  8%  of  the  gross  offering  proceeds.
Acquisition  expenses  include such expenses as legal fees and expenses,  travel
and  communications  expenses,  costs of  appraisals,  and  accounting  fees and
expenses.  As of March 31, 1996,  acquisition  fees totaling  $4,000,000 for the
closing of the  Partnership's  Local Limited  Partnership  Investments have been
paid to an affiliate  of the  Managing  General  Partner.  Acquisition  expenses
totaling $770,577 at March 31, 1996 were incurred and have been reimbursed to an
affiliate of the Managing General Partner.  No acquisition fees or expenses were
paid during the three years ended March 31, 1996.

Salaries and benefits expense reimbursements

An affiliate of the Managing  General  Partner is reimbursed for the cost of the
Partnership's salaries, benefits and administrative expenses. The reimbursements
are  based  upon  the  size  and  complexity  of the  Partnership's  operations.
Reimbursements  made in each of the three  years  ended  March  31,  1996 are as
follows:

                                      1996              1995              1994
                                  -------------      ------------     ---------
    Salaries and benefits expense
         reimbursements            $ 146,464          $135,847         $119,268


Property Management Fees

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General  Partner,  currently  manages four of the five  properties  owned by the
Colorado  Partnerships.  The property management fee charged to each property is
equal to 5% of property  gross  revenues.  BFPM earned fees in each of the three
years ended March 31, 1996 are as follows

                                    1996              1995              1994
                                 -------------      ------------     ---------

       Property Management Fees    $ 181,269          $189,800         $186,882



Cash distributions paid to the General Partners

In  accordance  with the  Partnership  Agreement,  the  General  Partners of the
Partnership, Franklin, Inc. and Franklin Limited Partnership, receive 1% of cash
distributions made to partners.

No cash  distributions  were paid to the  General  Partners in each of the three
years ended March 31, 1996.

Additional  information  concerning  cash  distributions  and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Boston  Financial and its affiliates  during each
of the three years ended March 31, 1996 is presented in Note 5 to the  Financial
Statements.




<PAGE>


                                     PART IV

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

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

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

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

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

       (a)(3)(b)Reports on Form 8-K
                No Reports on Form 8-K were filed during the quarter ended March
31, 1996.

       (a)(3)(c) Exhibits

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

    28.  Additional Exhibits

          (a)   28.1 Reports of Other Independent Auditors

          (b)   Audited financial statements of
                Local Limited Partnerships

                1.   Boulevard Commons

(a)(3)(d)  None.


<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

     BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

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



     By:   /s/William E. Haynsworth                        Date: June 28, 1996
           William E. Haynsworth,
           Managing Director, Vice President and
           Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been  signed by the  following  persons  on behalf of the  Managing  General
Partner of the Partnership and in the capacities and on the dates indicated:



     By:   /s/William E. Haynsworth                        Date: June 28, 1996
           William E. Haynsworth,
           Managing Director, Vice President and
           Chief Operating Officer




     By:   /s/Fred N Pratt, Jr.                            Date: June 28, 1996
           Fred N Pratt, Jr.,
           A Managing Director
<PAGE>
Item 8.  Financial Statements and Supplementary Data


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

          Annual Report on Form 10-K For the Year Ended March 31, 1996
                                      Index

                                                                       Page No.

Report of Independent Accountants
     For the year ended March 31, 1996                                       F-2
     For the years ended March 31, 1995 and 1994                             F-3

Combined Financial Statements

     Combined Balance Sheets - March 31, 1996 and 1995                       F-4

     Combined Statements of Operations - Years Ended
     March 31, 1996, 1995 and 1994                                           F-5

     Combined Statements of Changes in Partners' Equity (Deficiency)
     Years Ended March 31, 1996, 1995 and 1994                               F-6

     Combined Statements of Cash Flows - Years Ended
     March 31, 1996, 1995 and 1994                                           F-7

     Notes to Combined Financial Statements                                  F-8

Financial Statement Schedule:

       Schedule III - Real Estate and Accumulated Depreciation              F-21

See also Index to  Exhibits  on Page K-25 for the  financial  statements  of the
Local Limited Partnerships  included as a separate exhibit in this Annual Report
on Form 10-K.

Other  schedules  have been  omitted  as they are  either  not  required  or the
information  required to be  presented  therein is  available  elsewhere  in the
financial statements and the accompanying notes and schedules.



<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Boston Financial Qualified Housing Limited Partnership:

We have audited the  accompanying  combined  balance  sheet of Boston  Financial
Qualified  Housing Limited  Partnership (A Limited  Partnership) as of March 31,
1996 and the related  combined  statements of  operations,  changes in partners'
equity  (deficiency) and cash flows and the financial  statement schedule listed
in Item 14(a) of this Report on Form 10-K,  for the year ended  March 31,  1996.
These   financial   statements   and  financial   statement   schedule  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on our audit. As of March 31, 1996, 74% of total assets,  and for the year ended
March 31, 1996, 99% of equity in losses of Local Limited Partnerships, reflected
in the  financial  statements  of  the  Partnership,  relate  to  Local  Limited
Partnerships for which we did not audit the financial statements.  The financial
statements of these Local Limited  Partnerships  were audited by other  auditors
whose reports have been furnished to us, and our opinion,  insofar as it relates
to those  investments  in Local  Limited  Partnerships,  is based  solely on the
reports of other auditors.


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,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial   position  of  Boston   Financial   Qualified   Housing  Limited
Partnership,  as of March 31, 1996,  and the results of its  operations  and its
cash flows for the year ended  March 31,  1996,  in  conformity  with  generally
accepted  accounting  principles.  In addition,  in our opinion,  the  financial
statement  schedule  referred to above, when considered in relation to the basic
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information required to be included therein.


Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 19, 1996


<PAGE>






                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Partners
Boston Financial Qualified Housing Limited Partnership:

We have audited the  accompanying  balance sheet of Boston  Financial  Qualified
Housing Limited Partnership (A Limited Partnership) as of March 31, 1995 and the
related  combined   statements  of  operations,   changes  in  partners'  equity
(deficiency)  and cash  flows for the each of the two 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 did not audit certain of the  financial  statements of the Local
Limited  Partnerships  for each of the two  years  ended  March  31,  1995,  the
investments  in which are recorded  using the equity method of  accounting  (see
Note  2).  The   investments  in  these   partnerships   represent  79%  of  the
Partnership's  assets  as of March  31,  1995  and the  equity  in their  losses
represent 100% of the equity in loss of the Local Limited  Partnerships for each
of the two years ended March 31, 1995.  Those financial  statements were audited
by other  auditors  whose  reports  have been  furnished to us, and our opinion,
insofar as it relates to those  investments  in Local Limited  Partnerships,  is
based solely on the reports of other auditors.

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  and the  reports  of other  auditors,  provide  a
reasonable basis for our opinion.

In our  opinion,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial position of Boston Financial Qualified Housing Limited Partnership
as of March 31, 1995,  and the results of its  operations and its cash flows for
each  of the  two  years  then  ended  in  conformity  with  generally  accepted
accounting principles.





Arthur Andersen LLP
Boston, Massachusetts
June 16, 1995



<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

                COMBINED BALANCE SHEETS - March 31, 1996 and 1995
<TABLE>
<CAPTION>


                                                                                                       1996                 1995
                                                                                                   -------------          --------
                                                                                                      (Note 2)

Assets
<S>                                                                                                 <C>                <C>

Current assets:
   Cash and cash equivalents                                                                        $    678,567       $    308,216
   Tenant security deposits                                                                                4,067               --
   Other current assets                                                                                   67,483             25,339
                                                                                                    ------------       ------------
     Total current assets                                                                                750,117            333,555

Investments in Local Limited Partnerships
   (net of reserve for valuation of
   $787,526 and $1,297,574 in
   1996 and 1995) (Note 4)                                                                             6,447,339          8,958,277
Marketable securities, at fair value (Notes 1 and 3)                                                   1,998,381          2,066,336
Rental property at cost, net of
   accumulated depreciation (Note 6)                                                                   1,135,368               --
Replacement reserve escrow                                                                                 5,816               --
Bond trusts (Note 7)                                                                                      70,140               --
Deferred charges, net of accumulated
   amortization of $29,021 (Note 2)                                                                       51,593               --
                                                                                                    ------------       ------------
     Total Assets                                                                                   $ 10,458,754       $ 11,358,168
                                                                                                    ============       ============

Liabilities and Partners' Equity

Current liabilities:
   Accounts payable to affiliate (Note 5)                                                           $     16,763       $       --
   Accounts payable and accrued expenses                                                                  94,274            101,803
   Current portion of bonds payable (Note 7)                                                             117,975               --
   Accrued interest (Note 7)                                                                              68,819               --
   Tenant security deposits payable                                                                        2,936               --
                                                                                                    ------------       ------------
     Total current liabilities                                                                           300,767            101,803

Bonds payable (Note 7)                                                                                 1,092,025               --
                                                                                                    ------------       ------------
     Total Liabilities                                                                                 1,392,792            101,803
                                                                                                    ------------       ------------

Minority interest in Local Limited Partnership                                                            59,219               --
                                                                                                    ------------       ------------ 
General, Initial and Investor Limited Partners' Equity                                                 9,006,780         11,284,783
Net unrealized losses on marketable securities                                                               (37)           (28,418)
                                                                                                    ------------       ------------
     Total Partners' Equity                                                                            9,006,743         11,256,365
                                                                                                    ------------       ------------
     Total Liabilities and Partners' Equity                                                         $ 10,458,754       $ 11,358,168

                                                                                                    ============       ============
The accompanying notes are an integral part of these combined financial statements 
</TABLE>

<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)


                        COMBINED STATEMENTS OF OPERATIONS
                For The Years Ended March 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>

                                                                               1996                1995                    1994
                                                                          -------------        -------------             --------
                                                                            (Note 2)

<S>                                                                         <C>                   <C>                   <C>

Revenue:
   Rental                                                                   $    22,721           $      --             $      --
   Investment, net (Note 3)                                                     130,960                54,550               120,599
   Other                                                                         37,548                22,798                83,953
                                                                            -----------           -----------           -----------
       Total Revenue                                                            191,229                77,348               204,552
                                                                            -----------           -----------           -----------

Expenses:
   General and administrative (includes
   reimbursements to an affiliate of $146,464,
   $135,847 and $119,268) (Note 5)                                              173,259               321,980               311,171
   Rental operations, exclusive of depreciation                                   8,495                  --                    --
   Interest (Note 7)                                                             19,685                  --                    --
   Depreciation (Note 6)                                                         13,575                  --                    --
   Amortization (Note 2)                                                        106,515               109,621               112,521
   Adjustment to reserve for valuation of
     investments in Local
     Limited Partnerships (Note 4)                                             (510,048)               56,147              (247,207)
                                                                            -----------           -----------           -----------
       Total Expenses                                                          (188,519)              487,748               176,485
                                                                            -----------           -----------           -----------

Income (Loss) before equity in losses
   of Local Limited Partnerships                                                379,748              (410,400)               28,067

Minority interest in loss of
    Local Limited Partnership                                                       135                  --                    --

Equity in losses of Local Limited
   Partnerships (Note 4)                                                     (2,657,886)           (2,732,227)           (3,076,265)
                                                                            -----------           -----------           -----------

Net Loss                                                                    $(2,278,003)          $(3,142,627)          $(3,048,198)
                                                                            ===========           ===========           ===========

Net Loss allocated
   To General Partners                                                      $   (22,780)          $   (31,426)          $   (30,482)
   To Limited Partners                                                       (2,255,223)           (3,111,201)           (3,017,716)
                                                                            -----------           -----------           -----------
                                                                            $(2,278,003)          $(3,142,627)          $(3,048,198)
                                                                            ===========           ===========           ===========

Per Limited Partnership Unit
   (50,000 Units)                                                           $    (45.10)          $    (62.22)          $    (60.35)
                                                                            ===========           ===========           ===========


The accompanying notes are an integral part of these combined financial statements
</TABLE>

<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

                        COMBINED STATEMENTS OF CHANGES IN
                          PARTNERS' EQUITY (DEFICIENCY)
                For the Years Ended March 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                                                         
                                                             
                                                                                                          Net
                                                                         Initial      Investor        Unrealized
                                                    General              Limited       Limited           Gains
                                                    Partners            Partners      Partners         (Losses)             Total
<S>                                             <C>               <C>              <C>               <C>               <C>

Balance at March 31, 1993                       $   (259,741)     $      4,648     $ 17,730,701      $       --        $ 17,475,608

Net Loss                                             (30,482)             --         (3,017,716)             --          (3,048,198)

Net change in unrealized
   losses on marketable
   securities available for sale                        --                --               --             (39,324)          (39,324)
                                                ------------      ------------     ------------      ------------      ------------

Balance at March 31, 1994                           (290,223)            4,648       14,712,985           (39,324)       14,388,086

Net Loss                                             (31,426)             --         (3,111,201)             --          (3,142,627)

Net change in unrealized
   losses on marketable
   securities available
   for sale                                               --                --               --              10,906          10,906
                                                ------------      ------------     ------------      ------------      ------------

Balance at March 31, 1995                           (321,649)            4,648       11,601,784           (28,418)       11,256,365

Net Loss                                             (22,780)             --         (2,255,223)             --          (2,278,003)

Net change in unrealized
   losses on marketable
   securities available
   for sale                                              --                --               --              28,381            28,381
                                                ------------      ------------     ------------      ------------      ------------

Balance at March 31, 1996                       $   (344,429)     $      4,648     $  9,346,561      $        (37)     $  9,006,743
                                                ============      ============     ============      ============      ============

The accompanying notes are an integral part of these combined financial statements
</TABLE>



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


                        COMBINED STATEMENTS OF CASH FLOWS
                For the Years Ended March 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>

                                                                                            1996             1995             1994
                                                                                         ------------    ------------      --------
                                                                                            (Note 2)

<S>                                                                                      <C>             <C>            <C>    

Cash flows from operating activities:
   Net Loss                                                                               $(2,278,003)   $(3,142,627)   $(3,048,198)
   Adjustments to reconcile net loss to net
    cash used for operating activities:
     Equity in losses of Local Limited Partnerships                                         2,657,886      2,732,227      3,076,265
     Adjustment to reserve for valuation of
      Investments in Local Limited Partnerships                                              (510,048)        56,147       (247,207)
     (Gain) loss on sale of marketable securities                                              (9,470)        46,361           --
     Distribution income included in cash distribution
      received from Local Limited Partnerships                                                 (5,000)        (5,225)          --
     Depreciation and amortization                                                            120,090        109,621        112,521
     Minority interest in loss of Local Limited Partnership                                      (135)          --             --
     Increase  (decrease)  in cash arising from changes in operating  assets and
      liabilities:
       Other current assets                                                                   (39,052)          (366)         8,714
       Accounts payable to affiliate                                                            5,017           --             --
       Accounts payable and accrued expenses                                                   (9,883)         2,317        (50,937)
                                                                                          -----------    -----------    -----------
Net cash used for operating activities                                                        (68,598)      (201,545)      (148,842)
                                                                                          -----------    -----------    -----------

Cash flows from investing activities:
   Purchases of marketable securities                                                      (1,547,205)    (2,916,220)          --
   Proceeds from sales and maturities
     of marketable securities                                                               1,653,011      3,094,216           --
   Marketable securities, net                                                                    --             --         (221,528)
   Cash distributions received from Local
     Limited Partnerships                                                                     343,431        286,975        212,906
   Bond trust deposits                                                                        (28,828)          --             --
   Cash received upon assumption
     of General Partner's interest in the
     Combined Entity                                                                           18,540           --             --
                                                                                          -----------    -----------    -----------
Net cash provided by (used for) investing activities                                          438,949        464,971         (8,622)
                                                                                          -----------    -----------    -----------

Net increase (decrease) in cash and cash
     equivalents                                                                              370,351        263,426       (157,464)

Cash and cash equivalents, beginning                                                          308,216         44,790        202,254
                                                                                          -----------    -----------    -----------

Cash and cash equivalents, ending                                                         $   678,567    $   308,216    $    44,790

The accompanying notes are an integral part of these combined financial statements
</TABLE>



<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)




                   NOTES TO THE COMBINED FINANCIAL STATEMENTS

1.   Organization

Boston Financial  Qualified Housing Limited  Partnership (the "Partnership") was
formed on  January  22,  1987  under the laws of the State of  Delaware  for the
primary  purpose  of  investing,   as  a  limited  partner,   in  other  limited
partnerships  ("Local  Limited  Partnerships"),  each of which  own and  operate
apartment  complexes  benefiting  from  some  form of  federal,  state  or local
assistance program and each of which qualify for low-income housing tax credits.
The Partnership's objectives are to (i) provide current tax benefits in the form
of tax credits which qualified  investors may use to offset their federal income
tax  liability,  (ii)  preserve  and protect the  Partnership's  capital,  (iii)
provide  limited  cash  distributions  from  property  operations  which are not
expected to constitute  taxable income during  Partnership  operations,  and iv)
provide cash  distributions from sale or refinancing  transactions.  The General
Partners of the  Partnership  are 29 Franklin  Street Inc.,  which serves as the
Managing  General Partner and Franklin 29 Limited  Partnership,  which serves as
the Initial Limited Partner.  Both of the General Partners are affiliates of The
Boston Financial Group Limited Partnership ("Boston Financial"). The fiscal year
of the Partnership ends on March 31.

The Partnership's partnership agreement ("Partnership Agreement") authorized the
sale of up to 50,000 units of Limited  Partnership  Interest ("Units") at $1,000
per Unit,  adjusted for certain  discounts.  The Partnership  raised $49,963,740
("Gross  Proceeds"),  net of  discounts  of $36,260,  through the sale of 50,000
Units.  Such amounts exclude five  unregistered  Units  previously  acquired for
$5,000  by the  Initial  Limited  Partner,  which  is  also  one of the  General
Partners. The offering of Units terminated on April 29, 1988.

Generally,  profits,  losses,  tax  credits and cash flows from  operations  are
allocated  99% to the  Limited  Partners  and 1% to the  General  Partners.  Net
proceeds  from a sale  or  refinancing  will  be  allocated  95% to the  Limited
Partners and 5% to the General Partners after certain priority payments.

Under  the  terms  of the  Partnership  Agreement,  the  Partnership  originally
designated 5% of Gross  Proceeds from the sale of Units as a reserve for working
capital of the  Partnership  and  contingencies  related to  ownership  of Local
Limited  Partnership  interests.  The Managing  General  Partner may increase or
decrease  such amounts from time to time, as it deems  appropriate.  As of March
31, 1996, the Managing General Partner has designated  approximately  $2,043,000
of cash, cash equivalents and marketable securities as such reserve.


2.   Significant Accounting Policies

Basis of Presentation and Combination

The Partnership accounts for its investments in Local Limited Partnerships, with
the exception of Hughes Apartments, using the equity method of accounting. Under
the equity method,  the  investment is carried at cost,  adjusted for changes in
the net assets and for cash distributions  from the Local Limited  Partnerships;
equity in income or loss of the Local Limited Partnerships is included currently
in the Partnership's operations.  Under the equity method, a Limited Partnership
investment  will not be carried below zero. To the extent that equity losses are
incurred  when a Local  Limited  Partnership's  respective  asset value has been
reduced to a zero  balance,  the losses  will be  suspended  to be used  against
future income.  Also, when a Local Limited  Partnership with a carrying value of
zero  distributes  cash to the  Partnership,  that  distribution  is recorded as
revenue  on  the  books  of  the  Partnership  in  the  accompanying   financial
statements.

Excess investment costs over the underlying net assets acquired have arisen from
acquisition   fees  paid  and  expenses   reimbursed  to  an  affiliate  of  the
Partnership.  These  fees and  expenses,  which  are  part of the  Partnership's
Investments   in  Local  Limited   Partnerships,   are  being   amortized  on  a
straight-line basis over 35 years.


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

In connection  with the  Partnership's  fiscal year-end of March 31, the General
Partner has decided to report the results of the Local Limited Partnerships on a
90-day lag basis.  Accordingly,  the financial  information of the Local Limited
Partnerships that is included in the accompanying  Combined Financial Statements
is as of December 31, 1995, 1994, and 1993.

On  October  27,  1995,  an  affiliate  of the  Partnership's  Managing  General
Partners,  BF Harbour View,  Inc.,  became the Local  General  Partner of Hughes
Apartments,   Ltd.  ("Hughes"),   a  Local  Limited  Partnership  in  which  the
Partnership  has  invested.  Since the  Local  General  Partner  of Hughes is an
affiliate of the Partnership,  these combined  financial  statements include all
activity of Hughes  Apartments,  Ltd. from November 1, 1995 through December 31,
1995.  All  significant   intercompany   balances  and  transactions  have  been
eliminated.

The  Partnership  has  elected to report  the  results of Hughes on a 90-day lag
basis,  consistent  with the  presentation  of the financial  information of all
Local Limited Partnerships.

The Partnership  recognizes a decline in the carrying value of its investment in
Local Limited Partnerships when there is evidence of a non-temporary  decline in
the recoverable amount of the investment.

The  Partnership,  as a limited  partner in the Local Limited  Partnerships,  is
subject to risks  inherent in the  ownership  of  property  which are beyond its
control,  such as  fluctuations  in  occupancy  rates  and  operating  expenses,
variations in rental schedules, proper maintenance and continued eligibility for
tax  credits.  If the cost of  operating a property  exceeds  the rental  income
earned thereon,  the Partnership may deem it in its best interest to voluntarily
provide funds in order to protect its  investment.  There is a possibility  that
the estimates  relating to reserves for  non-temporary  declines in the carrying
value of  investments in Local Limited  Partnerships  may be subject to material
near term adjustments.

It was  previously  reported  that an  affiliate of The Boston  Financial  Group
Limited  Partnership had been  negotiating to purchase the Local General Partner
interests   in  five   properties   in  which  the   Partnership   has  invested
(collectively,  the "Colorado  Partnerships") from Phillip Abrams Ventures, Inc.
and PDW,  Inc.,  the current  Local General  Partners.  It now appears that this
transaction  will not occur.  Instead,  the Local  General  Partners will retain
their interests in the Colorado  Partnerships and Boston Financial will continue
to act as property manager for these properties.


Cash Equivalents

Cash  equivalents  consist of short-term  money market instruments with original
maturities of 90 days or less at acquisition and approximate  fair value.

Marketable Securities

Marketable securities consist primarily of U.S. Treasury instruments and various
asset-backed  investment  vehicles.  On March 31, 1994, the Partnership  adopted
Statement of Financial  Accounting  Standards  No. 115 - Accounting  for Certain
Investments  in  Debt  and  Equity   Securities.   Under  this  statement,   the
Partnership's  investments  in securities are classified as "Available for Sale"
securities and reported at fair value as reported by the brokerage firm at which
the securities are held.  Realized gains and losses from the sales of securities
are based on the specific identification method. Unrealized gains and losses are
excluded  from  earnings  and  reported as a separate  components  of  partners'
equity.


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which is effective for fiscal years
beginning after December 15, 1995. This standard requires that long-lived assets
be reviewed for  recoverability.  Impairment  losses are recognized  when future
cash flows or other benefits are less than the carrying amount of the asset. The
Partnership  plans to adopt the new standard for its year ending March 31, 1997,
however,  it is not expected to have a significant  effect on financial position
or results of operations.

Deferred Charges

Bond financing costs incurred in connection  with financing the  construction of
Hughes has been capitalized and are being amortized over the 25-year term of the
bonds, using the straight line method of amortization.

Rental Property

Real  estate  and  personal  property  of  Hughes  is  carried  at cost,  net of
accumulated  depreciation.  Depreciation  is  computed  using the  straight-line
method over the estimated useful lives of the assets.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Rental Income

Rental  income,  principally  from  short term  leases on  apartment  units,  is
recognized as income as rentals become due.

Income Taxes

No provision  for income taxes has been made as the  liability for such taxes is
the obligation of the partners of the Partnership.

Reclassifications

Certain amounts in the prior year financial  statements  have been  reclassified
herein to conform with the current year presentation.



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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


                                                

3.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>

                                                        Gross             Gross
                                                       Unrealized      Unrealized       Fair
                                              Cost        Gains            Losses       Value
<S>                                      <C>           <C>           <C>             <C>

Debt securities issued by the
   US Treasury and
   other US Government
   corporations and agencies             $ 1,394,653   $     2,050   $    (7,271)   $ 1,389,432

Mortgage backed securities                   247,382         1,792          (164)       249,010

Other debt securities                        356,383         3,783          (227)       359,939
                                         -----------   -----------   -----------    -----------

Marketable securities
   at March 31, 1996                     $ 1,998,418   $     7,625   $    (7,662)   $ 1,998,381
                                         ===========   ===========   ===========    ===========

Debt securities issued by the
   US Treasury and
   other US Government
   corporations and agencies            $ 1,132,567   $      --     $   (12,169)   $ 1,120,398

Mortgage backed securities                  526,319         1,763       (17,040)       511,042

Other debt securities                       435,868         1,143        (2,115)       434,896
                                        -----------   -----------   -----------    -----------

Marketable securities
   at March 31, 1995                    $ 2,094,754   $     2,906   $   (31,324)   $ 2,066,336
                                        ===========   ===========   ===========    ===========
</TABLE>

The contractual maturities at March 31, 1996 are as follows:
<TABLE>
<CAPTION>
                                                                                          Fair
                                                                              Cost       Value
<S>                                                                      <C>           <C>

Due in one year to five years                                            $ 1,541,364   $ 1,537,508
Due in five to ten years                                                     209,672       211,863
Mortgage backed securities                                                   247,382       249,010
                                                                         -----------    -----------
                                                                         $ 1,998,418    $ 1,998,381
                                                                         ===========    ===========
</TABLE>

Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
were approximately  $1,653,000 and $3,094,000 for the years ended March 31, 1996
and 1995, respectively. Included in investment income are gross gains of $16,733
and gross losses of $7,263 which were realized on these sales for the year ended
March 31, 1996 and gross gains of $1,349 and gross losses of $47,710  which were
realized on the sales for the year ended March 31, 1995.


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)



                                            
4.   Investments in Local Limited Partnerships

The   Partnership  has  acquired   interests  in   thirty-three   Local  Limited
Partnerships,  excluding  Hughes,  which own and  operate  multi-family  housing
complexes,  all of which are government-assisted.  The Partnership,  as Investor
Limited Partner  pursuant to the various Local Limited  Partnership  Agreements,
which contain certain  operating and  distribution  restrictions,  has generally
acquired a 99% interest in the profits,  losses, tax credits and cash flows from
operations of each of the Local Limited Partnerships. Upon dissolution, proceeds
will be distributed according to each respective partnership agreement.

The following is a summary of Investments in Local Limited Partnerships at March
31, 1996 1995 and 1994. The 1996 summary excludes Hughes.

<TABLE>
<CAPTION>

                                                                             1996             1995           1994
                                                                       -------------    ------------       --------
<S>                                                                     <C>             <C>             <C>

Capital contributions to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                                         $ 36,308,830    $ 36,651,930    $ 36,651,930

Cumulative equity in losses of Local
   Limited Partnerships                                                  (31,456,648)    (29,228,172)    (26,501,170)

Cumulative cash distributions received
   from Local Limited Partnerships                                        (1,414,539)     (1,071,108)       (784,133)
                                                                        ------------    ------------    ------------

Investments in Local Limited Partnerships
   before adjustment                                                       3,437,643       6,352,650       9,366,627

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                           4,770,577       4,770,577       4,770,577

   Accumulated amortization of acquisition
     fees and expenses                                                      (973,355)       (867,376)       (757,755)
                                                                        ------------    ------------    ------------

Investments in Local Limited Partnerships                                  7,234,865      10,255,851      13,379,449

Reserve for Valuation of Investments in
   Local Limited Partnerships                                               (787,526)     (1,297,574)     (1,241,427)
                                                                        ------------    ------------    ------------
                                                                        $  6,447,339    $  8,958,277    $ 12,138,022
                                                                        ============    ============    ============
</TABLE>

The 1995, 1994 and 1993 financial statements of 2225 New York Avenue, LTD ("2225
New  York  Avenue"),  a Local  Limited  Partnership  in  which  the  Partnership
invested,  were  prepared  assuming that 2225 New York Avenue will continue as a
going  concern.  2225 New York  Avenue,  which owns Pebble  Creek in  Arlington,
Texas,  incurred  significant  net  losses in 1995,  1994 and 1993,  has  severe
liquidity  problems and  recurring  cash  deficits.  Pebble Creek did operate at
break-even in 1993,  however,  the Property  continues to have high  maintenance
expenses.  These factors,  among others,  raise substantial doubt as to 2225 New
York Avenue's  ability to continue as a going concern.  As such, the Partnership
provided a reserve for  valuation of $1,885,841  against its  investment in 2225
New York  Avenue  at March 31,  1992.  This  reserve  has been  adjusted  in the
financial  statements  to reflect the  Partnership's  share of the net losses of
2225 New York Avenue for the years ended December 31, 1993 through 1995.  Equity
in losses of Local  Limited  Partnerships  for the years ended  March 31,  1996,
1995, and 1994 includes $500,670, $218,983 and $237,332,  respectively,  related
to 2225 New York Ave. The reserve for valuation of  investments in Local Limited
Partnerships has been reduced by these amounts.  As a result,  these losses have
no effect on the Partnership's Net Loss.


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


                                             
4.   Investments in Local Limited Partnerships (continued)

The  Partnership  has also provided a reserve for valuation for a portion of its
investment in one other Local Limited Partnership,  Graver Inn, because there is
evidence of a non-temporary decline in the recoverable amount of the investment.

Summarized financial  information,  as of December 31, 1995, 1994, and 1993 (due
to the  Partnership's  policy of reporting  financial  information  of its Local
Limited  Partnership  interests  on a 90 day lag  basis)  of the  Local  Limited
Partnerships,  excluding  Hughes in 1996, of all Local Limited  Partnerships  in
which the Partnership has invested as of that date is as follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>

                                                                                  1995                 1994                 1993

                                                                            ------------------   ----------------     -------------
<S>                                                                         <C>                  <C>                 <C>    

Assets:
   Investment property, net                                                 $ 108,942,454        $ 113,394,758        $ 118,787,133
   Current assets                                                               2,801,351            2,337,205            4,703,067
   Other assets                                                                 9,921,430           10,375,151            7,784,957
                                                                            -------------        -------------        -------------
     Total Assets                                                           $ 121,665,235        $ 126,107,114        $ 131,275,157
                                                                            =============        =============        =============

Liabilities and Partners' Equity (Deficit):
   Current liabilities (includes current portion
     of long-term debt)                                                     $   5,948,489        $   5,087,134        $   3,691,228
   Other debt                                                                  14,021,083           14,981,385           14,290,147
   Long-term debt                                                             110,465,789          110,046,887          111,849,410
                                                                            -------------        -------------        -------------
     Total Liabilities                                                        130,435,361          130,115,406          129,830,785
                                                                            -------------        -------------        -------------

Partners' (Deficit) Equity:
   Partnership (Deficit) Equity                                                (8,764,328)          (3,556,895)           1,867,549
   Other Partners' Deficit                                                         (5,798)            (451,397)            (423,177)
                                                                            -------------        -------------        -------------
     Total Partners' (Deficit) Equity                                          (8,770,126)          (4,008,292)           1,444,372
                                                                            -------------        -------------        -------------
     Total Liabilities and Partners' (Deficit) Equity                        $121,665,235        $ 126,107,114        $ 131,275,157
                                                                            =============        =============        =============
</TABLE>


Summarized Income Statements - for
the year ended December 31,
<TABLE>
<CAPTION>

                                                                         1995                   1994                        1993
                                                                   -----------------       ---------------              ----------
<S>                                                                 <C>                       <C>                      <C>

Rental and other income                                              $ 21,087,845             $ 19,884,870             $ 19,518,022
                                                                     ------------             ------------             ------------

Expenses:
   Interest                                                            10,481,568               10,540,501               10,289,246
   Operating                                                           10,544,604                9,480,068                9,375,483
   Depreciation and amortization                                        5,269,753                5,100,823                5,226,659
                                                                     ------------             ------------             ------------
     Total Expenses                                                    26,295,925               25,121,392               24,891,388
                                                                     ------------             ------------             ------------

Net Loss                                                             $ (5,208,080)            $ (5,236,522)            $ (5,373,366)
                                                                     ============             ============             ============

Partnership's share of Net Loss                                      $ (5,153,645)            $ (5,180,777)            $ (5,315,332)
                                                                     ============             ============             ============
Other Partners' share of Net Loss                                    $    (54,435)            $    (55,745)            $    (58,034)
                                                                     ============             ============             ============
</TABLE>


<PAGE>

            BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


4.   Investments in Local Limited Partnerships (continued)

For the years ended  March 31,  1996,  1995 and 1994,  the  Partnership  has not
recognized  $2,500,759,  $2,453,775 and $2,239,067,  respectively,  in equity in
losses relating to eleven Local Limited  Partnerships where cumulative equity in
losses and cumulative distributions exceeded its total investments.

The  Partnership's  deficit as reflected by the Local  Limited  Partnerships  of
$8,764,328   differs  from  the  Partnership's   Investments  in  Local  Limited
Partnerships  before  adjustment  of  $3,437,643  principally  because:  a)  the
Partnership has not recognized  $9,589,820 of equity in losses relating to Local
Limited  Partnerships  whose  cumulative  equity in losses  exceeded their total
investments;  b)  purchase  price  paid  to  original  Limited  Partners  by the
Partnership  have not been  reflected  in the  balance  sheets of certain  Local
Limited  Partnerships and c) cash  distributions  paid to the Partnership during
the  quarter  ended March 31,  1996 are not  reflected  in the equity of certain
Local Limited Partnerships at December 31, 1995.


5.   Transactions with Affiliates

An affiliate of the Managing  General  Partner is reimbursed for the actual cost
of the Partnership's operating expenses.  Included in general and administrative
expenses for the years ended March 31, 1996, 1995 and 1994 is $146,464, $135,847
and $119,268,  respectively, that has been paid or is payable by the Partnership
as reimbursement for salaries and benefits.

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General Partner,  currently manages Sierra Vista,  Windsor Court,  Rolling Green
and Terrace, four properties in which the Partnership has invested. The property
management  fee  charged  to each  property  is  equal to 5% of  property  gross
revenues.  Included in operating expenses in the summarized income statements in
Note 4 to the Financial  Statements  is $181,269,  $189,800 and $186,882 of fees
earned  by  BFPM  for  the  years  ended  December  31,  1995,  1994  and  1993,
respectively.


6.   Rental Property

Real estate and personal property belonging to Hughes Apartments are recorded at
cost, the components of which are as follows at December 31, 1995:


   Land                                                    $    29,008
   Building and improvements                                 1,425,374
   Equipment and furnishings                                    26,817
                                                           -----------
                                                             1,481,199
   Less accumulated depreciation                              (345,831)
                                                           -----------
   Total                                                   $ 1,135,368
                                                           ===========



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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)



                                               

7.   Bonds Payable

Hughes Apartments Limited  Partnership  financed the construction of the project
through the sale of 25 year Industrial  Development  Revenue Bonds ("the Bonds")
by the city of Mandan,  North Dakota and leased the  property  from the city for
rental equal to the sum of the annual principal payment and semiannual  interest
payments on the Bonds.  The Bonds bear interest at 9.75%. The leased property is
included as an asset of the  Partnership  and the bonds have been  recorded as a
direct obligation of the Partnership.

The bond  financing  documents  require  that a portion of the bond  proceeds be
deposited in a bond reserve trust  account and that only interest  income on the
account can be used for operations.  The funds can be withdrawn only by the bond
trustee in the event that there is insufficient  cash in the bond account to pay
the annual bond  payments.  If the bond  trustee  does draw on the bond  reserve
trust account,  the amount withdrawn must be replaced or Hughes  Apartments,  LP
will be  considered  in default on the  remaining  outstanding  bonds.  The bond
trustee  has  withdrawn  funds from this  account in 1995 and 1994.  The amounts
withdrawn have not been replaced, and consequently,  Hughes Apartments, LP is in
default of its lease agreement.

Effective October 27, 1995, an affiliate of the  Partnership's  Managing General
Partner  replaced  the Local  General  Partner  and  successfully  negotiated  a
Forbearance  Agreement with the trustee whereby the mortgage arrears and capital
repairs would be funded from Partnership and bond reserves.

Principal  payments  due  under  the  terms of the  financing  agreement  are as
follows:


                           1996                             $   117,975
                           1997                                 117,975
                           1998                                 117,975
                           1999                                 117,975
                           2000                                 117,975
                           Thereafter                           620,125
                                                            -----------
                                                              1,210,000
                           Less current portion                 117,975
                                                             ----------
                                                             $1,092,025
                                                             ========== 
Based on the unique terms of this financiing, management believes it is not 
practicable to estimate the fair value of this arrangement.

The balances in the Trust  accounts  required to be  maintained  pursuant to the
bond financing documents, at December 31, 1995 are as follows:


                           Bond reserve trust               $    42,618
                           Bond trust                            27,522
                                                            -----------
                                                            $    70,140
                                                            ============ 
The Bond reserve trust account  consists of investments in U.S.  Treasury notes,
which are  considered  held to maturity and are due in January 1999.  Investment
cost as of December  31, 1995 and 1994 are $42,618 and  $101,937,  respectively.
Fair  value  as  of  December  31,  1995  and  1994  are  $46,378  and  $99,755,
respectively.  Unrealized  gains of $3,760 in 1995 and  unrealized  losses as of
$2,182 in 1994 have not been recognized as the notes will be held to maturity.


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)



                                                
8.   Federal Income Taxes

A reconciliation  of the loss reported in the Combined  Statements of Operations
for the years  ended  March 31,  1996,  1995 and 1994 to the loss  reported  for
federal income tax purposes is as follows:
<TABLE>
<CAPTION>

                                                                                1996                1995                   1994
                                                                            ------------        ------------             -------
<S>                                                                         <C>                   <C>                   <C>

Net Loss per Statements of Operations                                       $(2,278,003)          $(3,142,627)          $(3,048,198)
   Adjustment to reflect March 31, fiscal
     year-end to December 31,
     taxable year-end                                                            26,458               (16,932)                7,561
   Adjustment to reserve for valuation of
     Investments in Local Limited Partnerships
     not deductible (taxable) for tax purposes                                 (510,048)               56,147              (247,207)
   Amortization of acquisition fees and
     expenses for tax purposes over
     amortization for financial
     reporting purposes                                                         (67,497)              (63,855)              (60,955)
   Adjustment for equity in losses of Local
     Limited Partnerships for financial
     reporting purposes under
     equity in losses for tax purposes                                       (3,201,391)           (3,269,647)           (3,445,155)
   Other                                                                        (29,565)                 --                    --
                                                                            -----------           -----------           -----------
Net loss for federal income tax purposes                                    $(6,060,046)          $(6,436,914)          $(6,793,954)
                                                                            ===========           ===========           ===========

</TABLE>

The carrying value of the Partnership's Investment in Local Limited Partnerships
is approximately  $17,856,000  greater for financial reporting purposes than for
tax  return  purposes  because  (i) the  equity in  losses of the Local  Limited
Partnerships is  approximately  $9,053,000  greater for tax purposes  because of
accelerated  tax  depreciation  methods  used;  (ii)  the  Partnership  has  not
recognized  approximately  $9,590,000  of equity in losses of the Local  Limited
Partnerships  for  financial  reporting  purposes;  (iii)  the  Partnership  has
provided a provision for valuation of approximately  $788,000 against two of its
investments in Local Limited Partnerships for financial reporting purposes; (iv)
the  amortization  of  acquisition  fees  for  tax  purposes  exceeds  financial
reporting purposes by approximately  $316,000; and (v) approximately $334,000 of
cash  distributions  received  from Local  Limited  Partnerships  during the lag
period   January  1,  1996  to  March  31,  1996.  The  carrying  value  of  the
Partnership's  other assets and liabilities is the same for financial  reporting
and tax return purposes.

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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


                                              

9.      Supplemental Combining Schedules
<TABLE>
<CAPTION>

                                                                    Balance Sheets

                                                                    Boston Financial
                                                                    Qualified Housing     Hughes
                                                                       Tax Credits      Apartments
                                                                         L.P. (A)        Ltd.(B)      Eliminations     Combined (A)
Assets
<S>                                                                  <C>              <C>             <C>               <C>

Current assets:
   Cash and cash equivalents                                         $    652,483     $     26,084    $       --       $    678,567
   Tenant security deposits                                                  --              4,067            --              4,067
   Other current assets                                                    64,391            3,092            --             67,483
                                                                     ------------     ------------    ------------     ------------
     Total current assets                                                 716,874           33,243            --            750,117

Investments in Local Limited
   Partnerships                                                         6,389,053             --            58,286        6,447,339
Marketable securities, at fair value                                    1,998,381             --              --          1,998,381
Rental property at cost, net of
   accumulated depreciation                                                  --          1,135,368            --          1,135,368
Replacement reserve escrow                                                   --              5,816            --              5,816
Bond trusts                                                                  --             70,140            --             70,140
Deferred charges, net                                                        --             51,593            --             51,593
                                                                     ------------     ------------    ------------     ------------
     Total Assets                                                    $  9,104,308     $  1,296,160    $     58,286     $ 10,458,754
                                                                     ============     ============    ============     ============

Liabilities and Partners' Equity
Current liabilities:
   Accounts payable to affiliate                                     $     16,763     $       --      $       --       $     16,763
   Accounts payable and accrued
     expenses                                                              80,802           13,472            --             94,274
   Current portion of bonds payable                                          --            117,975            --            117,975
   Accrued interest                                                          --             68,819            --             68,819
   Tenant security deposits payable                                          --              2,936            --              2,936
                                                                     ------------     ------------    ------------     ------------
     Total current liabilities                                             97,565          203,202            --            300,767

Bonds payable                                                                --          1,092,025            --          1,092,025
                                                                     ------------     ------------    ------------     ------------
     Total Liabilities                                                     97,565        1,295,227            --          1,392,792
                                                                     ------------     ------------    ------------     ------------

Minority interest in Local Limited
   Partnership                                                               --               --            59,219           59,219

General, Initial and Investor
   Limited Partners' Equity                                             9,006,780              933            (933)       9,006,780
Net unrealized losses                                                         (37)            --              --                (37)
                                                                     ------------     ------------    ------------     ------------
     Total Partners' Equity                                             9,006,743              933            (933)       9,006,743
                                                                     ------------     ------------    ------------     ------------
     Total Liabilities and
       Partners' Equity                                              $  9,104,308     $  1,296,160    $     58,286     $ 10,458,754
                                                                     ============     ============    ============     ============
</TABLE>

(A) March 31, 1996. (B) December 31, 1995.


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


                                                
9.   Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                                                               Statements of Operations

                                                                    Boston Financial
                                                                    Qualified Housing      Hughes
                                                                    Tax Credits            Apartments
                                                                      L.P. (A)            Ltd.(B)      Eliminations    Combined (A)

<S>                                                                   <C>              <C>              <C>             <C>

Revenue:
   Rental                                                             $      --        $    22,721      $      --       $    22,721
   Investment                                                             125,035            5,925             --           130,960
   Other                                                                   37,367              181             --            37,548
                                                                      -----------      -----------      -----------     -----------
     Total Revenue                                                        162,402           28,827             --           191,229
                                                                      -----------      -----------      -----------     -----------

Expenses:
   General and administrative                                             173,259             --               --           173,259
   Rental operations, exclusive
     of depreciation                                                         --              8,495             --             8,495
   Interest                                                                  --             19,685             --            19,685
   Depreciation                                                              --             13,575             --            13,575
   Amortization                                                           105,979              536             --           106,515
   Adjustment to provision
     for valuation of
     investments in Local
     Limited Partnerships                                                (510,048)            --               --          (510,048)
                                                                      -----------      -----------      -----------     -----------
     Total Expenses                                                      (230,810)          42,291             --          (188,519)
                                                                      -----------      -----------      -----------     -----------

Income (loss) before equity in
   losses of Local Limited
   Partnerships                                                           393,212          (13,464)            --           379,748

Minority interest in loss of
   Local Limited Partnership                                                 --               --                135             135

Equity in losses of Local
   Limited Partnerships                                                (2,671,215)            --             13,329      (2,657,886)
                                                                      -----------      -----------      -----------     -----------

Net Loss                                                              $(2,278,003)     $   (13,464)     $    13,464     $(2,278,003)
                                                                      ===========      ===========      ===========     ===========

</TABLE>

(A) For the year ended March 31, 1996.
(B) For the two months ended December 31, 1995 - see Note 2.


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)



9.   Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                                                               Statements of Cash Flows

                                                             Boston Financial
                                                             Qualified Housing       Hughes
                                                                 Tax Credits       Apartments
                                                                   L.P. (A)          Ltd.(B)         Eliminations     Combined (A)
<S>                                                            <C>                <C>               <C>                 <C>

Cash flows from operating activities:
   Net Loss                                                    $(2,278,003)       $   (13,464)       $    13,464        $(2,278,003)
   Adjustments to reconcile net loss to
     net cash provided by (used for)
     operating activities:
   Equity in losses of Local Limited
     Partnerships                                                2,671,215               --              (13,329)         2,657,886
   Provision for valuation of investment
      in Local Limited Partnerships                               (510,048)              --                 --             (510,048)
   Gain on sale of marketable securities                            (9,470)              --                 --               (9,470)
   Distribution income included in
     cash distributions received from
     Local Limited Partnership                                      (5,000)              --                 --               (5,000)
   Depreciation and amortization                                   105,979             14,111               --              120,090
   Minority interest in loss of Local
     Limited Partnership                                              --                 --                 (135)              (135)
   Increase (decrease) in cash arising
   from changes in operating assets
   and liabilities:
     Other current assets                                          (39,052)              --                 --              (39,052)
     Accounts payable to affiliate                                   5,017               --                 --                5,017
     Accounts payable and accrued
       expenses                                                     (9,255)              (628)              --               (9,883)
                                                               -----------        -----------        -----------        -----------
Net cash provided by (used for)
   operating activities                                            (68,617)                19               --              (68,598)
                                                               -----------        -----------        -----------        -----------

Cash flows from investing activities:
   Investments in Local Limited
     Partnerships                                                  (36,353)            36,353               --
   Purchases of marketable securities                           (1,547,205)              --                 --           (1,547,205)
   Proceeds from sales and maturities
     of marketable securities                                    1,653,011               --                 --            1,653,011
   Cash distributions received from
     Local Limited Partnerships                                    343,431               --                 --              343,431
   Bond trust deposits                                                --              (28,828)              --              (28,828)
   Cash received upon assumption of
     General Partner's interest in the
     Combined Entity                                                  --               18,540               --               18,540
                                                               -----------        -----------        -----------        -----------
Net cash provided by (used for)
   investing activities                                            412,884            (10,288)            36,353            438,949
                                                               -----------        -----------        -----------        -----------

</TABLE>


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


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)



9.   Supplemental Combining Schedules (continued)

<TABLE>
<CAPTION>
                                                               Statements of Cash Flows

                                                               Boston Financial
                                                              Qualified Housing        Hughes
                                                                  Tax Credits         Apartments
                                                                      L.P. (A)         Ltd.(B)        Eliminations      Combined (A)
<S>                                                                  <C>               <C>               <C>                <C>

Cash flows from financing activities:
   Capital contributions received                                        --              36,353           (36,353)              --
                                                                     --------          --------          --------           --------
Net cash provided by financing activities                                --              36,353           (36,353)              --
                                                                     --------          --------          --------           --------

Net increase in cash and cash equivalents                             344,267            26,084              --              370,351

Cash and cash equivalents, beginning                                  308,216              --                --              308,216
                                                                     --------          --------          --------           --------

Cash and cash equivalents, ending                                    $652,483          $ 26,084          $   --             $678,567
                                                                     ========          ========          ========           ========
</TABLE>

(A) For the year ended March 31, 1996.
(B) For the two months ended December 31, 1995 - See Note 2.

<PAGE>

Boston Financial Qualified Housing Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships in
which Registrant has invested at March 31, 1996
<TABLE>
<CAPTION>

                                                       COST OF INTEREST AT AQUISITION DATE
                                                     ----------------------------------------

                          NUMBER          TOTAL                     BUILDINGS /
                            OF            ENCUM-                         IMPROVEMENTS
DESCRIPTION                UNITS        BRANCES *        LAND       & EQUIPMENT

Low and Moderate
Income Apartment Complexes
<S>                             <C>      <C>            <C>         <C>

Barrington Manor                   18       $650,000       $30,000      $555,638
  Fargo, ND
Bingham Housing Associates         24      1,168,691        48,934       362,172
  Bingham, ME
Birmingham Village                 24      1,163,308        61,900       190,424
  Randolph, ME
Bittersweet Lane                   35      2,505,823        69,300     2,884,207
  Randolph , MA
Coronodo Courts                   145      3,791,839       452,331     4,995,460
  Douglas, AZ
Elmore Hotel                       60      3,409,618        12,500     2,976,388
  Great Falls, MT
Graver Inn                         70      2,080,853        30,000     2,208,960
  Fargo, ND
Hazel Winthrop Apartments          30      2,130,358        45,000     2,548,540
  Chicago, IL
Hughes Apartments                  47      1,210,000        28,000     1,260,066
  Mandan, ND
Lakeview Heights                   83      2,844,555       217,588     2,896,224
  Clearfield, UT
Medford Hotel                      76      3,266,176        12,500     2,747,997
  Medford, OR
Heritage View                      24      1,168,329        64,800       690,736
  New Sweden, ME
Rolling Green Apartments          166      4,844,837       286,350     6,254,575
  Edmond, OK
Sierra Vista Apartments           209      6,361,818       382,000     8,001,390
 Aurora, CO
Terrace Apartments                206      5,298,860       350,000     6,470,754
  Oklahoma City, OK
Trenton Apartments                 37        849,224       154,000       899,293
  Salt Lake City, UT
Windsor Court Apartments          143      4,540,483       280,000     5,579,636
  Aurora, CO
Sierra Pointe                     160      7,221,499       434,866     8,056,238
  Las Vegas, NV
Willow Peg Village                 57      1,483,403       125,000     1,741,799
  Ricon, GA
Pebble Creek                      352      7,951,425       794,000     9,563,687
  Arlington, TX
Pine Village                       36        941,419        40,000       960,000
  Pine Mountain, GA
Talbot Village                     24        602,938        21,775       545,547
  Talbolton, GA
Logan Plaza                       130     11,337,095       969,289    13,287,069
  New York, NY
Cass House                        111      8,251,189       222,000    11,423,209
  Boston, MA
Verdean Gardens                   110      7,877,121       214,992     8,891,168
  New Bedford, MA
Country Estates                    24        597,310        22,500       734,409
  Glenville, GA
Boulevard Commons                 212     10,512,596       318,000     3,580,316
  Chicago, IL
Chestnut Lane                      50      1,477,627        93,484       848,922
  Newman, GA
600 Dakota Properties              28        676,153        64,353       769,608
  Wahpeton,  ND
Duluth                             11        261,364        24,000       363,810
  Souix Falls, SD
Delmar                             16        423,220        75,000       495,203
  Gillette, WY
Park Terrace                      101      3,567,373       393,713     4,781,404
  Dundalk, MD
Brentwood Manor II                 22        784,915        44,980     1,118,947
  Nashua, NH
Hillcrest Apts 3                   24        593,311        17,000       727,587
  Perryville, MO

                      ----------------------------------------------------------
                                2,865   $111,844,730    $6,400,155  $119,411,383
                      ==========================================================
</TABLE>


<TABLE>
<CAPTION>

                                        GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1995                 LIFE ON
                                      -------------------------------------------------------
                             NET IMPROVEMENTS                                                               WHICH
                        CAPITALIZED                    BUILDINGS                                        DEPRECIATION
DESCRIPTION            SUBSEQUENT TO     LAND AND         AND                    ACCUMULATED      DATE   IS COMPUTED          DATE
                        ACQUISITION    IMPROVEMENTS  IMPROVEMENTS      TOTAL     DEPRECIATION     BUILT   (YEARS)          ACQUIRED
Low and Moderate
Income Apartment Complexes
<S>                       <C>             <C>         <C>           <C>          <C>              <C>     <C>             <C>

Barrington Manor
  Fargo, ND                  $242,106        $32,011      $795,733      $827,744    $179,629      1927    various         12/31/87
Bingham Housing Associates
  Bingham, ME               1,019,534         48,934     1,381,706     1,430,640     260,504      1988    various         12/30/87
Birmingham Village
  Randolph, ME              1,163,445         61,900     1,353,869     1,415,769     253,677      1988    various         12/30/87
Bittersweet Lane
  Randolph , MA               368,037         69,300     3,252,244     3,321,544     942,610      1988    various         10/27/87
Coronodo Courts
  Douglas, AZ                  58,753        452,331     5,054,213     5,506,544   1,540,461      1945    various         12/18/87
Elmore Hotel
  Great Falls, MT             336,134         12,500     3,312,522     3,325,022   1,038,862      1917    various         12/22/87
Graver Inn
  Fargo, ND                   843,462         40,914     3,041,508     3,082,422     701,679      1917    various         12/31/87
Hazel Winthrop Apartments
  Chicago, IL                (124,859)        45,000     2,423,681     2,468,681     539,524      1910    various         12/30/87
Hughes Apartments
  Mandan, ND                  193,133         29,008     1,452,191     1,481,199     345,831      1926    various         12/31/87
Lakeview Heights
  Clearfield, UT              143,033        217,588     3,039,257     3,256,845     810,603      1972    various         12/30/87
Medford Hotel
  Medford, OR               1,863,079         12,500     4,611,076     4,623,576     996,523      1915    various         12/22/87
Heritage View
  New Sweden, ME              670,358         64,800     1,361,094     1,425,894     261,804      1988    various         12/30/87
Rolling Green Apartments
  Edmond, OK                   77,306        286,350     6,331,881     6,618,231   2,051,156      1974    various         09/30/87
Sierra Vista Apartments
 Aurora, CO                   113,541        434,866     8,062,065     8,496,931   2,723,400      1973    various         09/30/87
Terrace Apartments
  Oklahoma City, OK          (287,404)       350,000     6,183,350     6,533,350   2,109,045      1970    various         11/20/87
Trenton Apartments
  Salt Lake City, UT          100,146        154,000       999,439     1,153,439     257,266      1925    various         12/30/87
Windsor Court Apartments
  Aurora, CO                 (262,075)       280,000     5,317,561     5,597,561   1,790,926      1974    various         12/30/87
Sierra Pointe
  Las Vegas, NV               885,271        336,087     9,040,288     9,376,375   3,069,247      1963    various         09/01/87
Willow Peg Village
  Ricon, GA                     2,980        125,000     1,744,779     1,869,779     524,319      1989    various         03/01/88
Pebble Creek
  Arlington, TX               134,091        734,800     9,756,978    10,491,778   2,030,988     1977/81  various         06/20/88
Pine Village
  Pine Mountain, GA           189,618         40,000     1,149,618     1,189,618     331,479      1988    various         03/01/88
Talbot Village
  Talbolton, GA               192,054         20,000       739,376       759,376     205,887      1988    various         03/01/88
Logan Plaza
  New York, NY                331,986        969,289    13,619,055    14,588,344   2,750,317      1988    various         05/10/88
Cass House
 Boston, MA                   47,910        222,000    11,471,119    11,693,119    2,982,630      1988    various         06/08/88
Verdean Gardens
  New Bedford, MA           2,042,800        214,992    10,933,968    11,148,960   2,662,520      1989    various         05/31/88
Country Estates
  Glenville, GA                     0         22,500       734,409       756,909     237,021      1988    various         03/01/88
Boulevard Commons
  Chicago, IL              10,843,728        318,000    14,424,044    14,742,044   3,707,924      1920    various         07/14/88
Chestnut Lane
  Newman, GA                  886,378         93,322     1,735,462     1,828,784     476,173      1989    various         08/01/88
600 Dakota Properties
  Wahpeton,  ND                36,538         63,670       806,829       870,499     166,635      1988    various         10/01/88
Duluth
 Souix Falls, SD              13,214         24,000       377,024       401,024      81,762       1989    various         10/01/88
Delmar
  Gillette, WY                 19,936         75,000       515,139       590,139     145,984      1988    various         10/01/88
Park Terrace                                                                                  
  Dundalk, MD                 146,598        393,713     4,928,002     5,321,715   1,286,216      1989    various         01/20/89
Brentwood Manor II
  Nashua, NH                    2,832         44,980     1,121,779     1,166,759     388,692      1971    various         01/20/89
Hillcrest Apts 3
  Perryville, MO                1,515         17,000       729,102       746,102     177,600      1989    various         03/31/89


                      -----------------------------------------------------------------------
                          $22,295,178     $6,306,355  $141,800,361  $148,106,716 $38,028,894
                      =======================================================================

</TABLE>








(1) The  aggregate  cost for  Federal  Income Tax  purposes is  approximately  $
148,016,716.

 * Mortgage notes payable generally represent non-recourse financing
of  low-income  housing  projects  payable  with  terms of up to 40  years  with
interest  payable at rates  ranging from 9.75% to 12%. The  Partnership  has not
guaranteed any of these mortgage notes payable.
<PAGE>

Boston Financial Qualified Housing Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships in
which Registrant has invested at March 31, 1996
(continued)







Summary of property owned and accumulated depreciation:
<TABLE>
<CAPTION>

Property Owned December 31, 1995                                                  Accumulated Depreciation December 31, 1995
<S>                                                       <C>       <C>                                             <C>

Balance at beginning of period                                      $147,713,079  Balance at beginning of period    $34,318,321
  Additions during period:                                                        Additions during period:
     Other acquisitions                                      8,571                      Depreciation                  3,710,573
                                                                                                                    -----------     
     Improvements etc.                                     659,703                Balance at close of period        $38,028,894
                                                     --------------                                                 ===========
                                                                         668,274
  Deductions during period:
     Cost of real estate and fixed assets sold            (274,637)
     Reclassification to intangible assets                       0
                                                     --------------
                                                                        (274,637)
                                                                   --------------
Balance at close of period                                          $148,106,716
                                                                   ==============


Property Owned December 31, 1994                                                  Accumulated Depreciation December 31, 1994

Balance at beginning of period                                      $148,207,928  Balance at beginning of period    $29,420,795
  Additions during period:                                                        Additions during period:
     Other acquisitions                                     27,064                     Depreciation                  4,897,526
                                                                                                                    -----------
     Improvements etc.                                     228,450                Balance at close of period        $34,318,321
                                                     --------------                                                 ===========
                                                                         255,514
  Deductions during period:
     Cost of real estate and fixed assets sold            (750,363)
     Reclassification to intangible assets                       0
                                                     --------------
                                                                        (750,363)
                                                                   --------------
Balance at close of period                                          $147,713,079
                                                                   ==============



Property Owned December 31, 1993                                                  Accumulated Depreciation December 31, 1993

Balance at beginning of period                                      $148,026,160  Balance at beginning of period    $24,308,993
  Additions during period:                                                        Additions during period:
     Other acquisitions                                     60,593                      Depreciation                  5,111,802
                                                                                                                    -----------
     Improvements etc.                                     199,195                Balance at close of period        $29,420,795
                                                     --------------                                                 ===========
                                                                         259,788
  Deductions during period:
     Cost of real estate sold                                    0
     Reclassification to intangible assets                 (78,020)
                                                     --------------
                                                                         (78,020)
                                                                   --------------
Balance at close of period                                          $148,207,928
                                                                   ==============

</TABLE>






<PAGE>


                                             Annual Report on form 10-K
                                        For The Year Ended March 31, 1996
                                          Reports of Independent Auditors


<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


                       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, 1995 and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our  opinion 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, 1995,  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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  19,  1996 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 19, 1996 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  included in this report (shown on
pages 16 through 20) 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 same  auditing  procedures  applied  in the audit of the basic
financial  statements and, in our opinion,  are presented fairly in all material
respects in relation to the basic financial statements taken as a whole.

/s/ HARAN & ASSOCIATES LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (708) 853-2580
January 19, 1996
<PAGE>

[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

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

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

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

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

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

/s/ HARAN & ASSOCIATES LTD

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

<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


                         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 as evaluating the overall financial statement presentation.
We believe that our audit provided a reasonable basis for our opinion.

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

In our opinion, except for the effects of the matters discussed in the preceding
paragraph,  the financial  statements referred to in the first paragraph present
fairly, in all material  respects,  the financial  position of BOULEVARD COMMONS
LIMITED  PARTNERSHIP as of December 31, 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
Audit Partner: James E. Haran (708) 853-2580
January 25, 1994

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying  balance sheet of Sundance Housing  Associates,
Ltd., a limited partnership (the "Partnership"),  HUD Project No. 101-36614,  as
of December 31, 1995, and the related  statements of profit and loss, changes in
partners'  equity  (deficiency)  and cash  flow for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Sundance Housing  Associates,
Ltd., HUD Project No.  101-36614 as of December 31, 1995, 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.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits and HUD Programs  issued by the U.S.  Department of Housing and
Urban  Development,  we have also issued a report dated  January 22, 1996 on our
consideration of the Partnership's  internal control structure and reports dated
January 22, 1996 on its  compliance  with  specific  requirements  applicable to
Major HUD programs and specific  requirements  applicable  to  Affirmative  Fair
Housing.

Our audit was  conducted  for the  pupose of  forming  an  opinion  on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information required by HUD shown on pages 13 to 18 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the  Partnership.  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/ Gelfond Hochstadt Pangburn & Co.

Gelfond Hochstadt Pangburn & Co.
January 22, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

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

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

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

/s/ Gelfond Hochstadt Pangburn & Co.

Gelfond Hochstadt Pangburn & Co.
January 20, 1995

<PAGE>

 [Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

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

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

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

/s/ Gelfond Hochstadt Pangburn Stark & Co.

Gelfond Hochstadt Pangburn Stark & Co.
February 7, 1994

<PAGE>
[Letterhead]

[Pyramid logo]

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

                         Independent Auditor's Report

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

We have  audited  the  Balance  Sheet of 2225 NEW YORK  AVENUE,  LTD. (A Limited
Partnership)  T/A PEBBLE  CREEK  APARTMENTS,  FHA  Project No.  113-36607  as of
December  31, 1995,  and the related  Statements  of Profit and Loss,  Partners'
Capital and Cash Flows for the year then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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, 1995, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with generally accepted accounting principles.

The accompany  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 has incurred  substantial  losses from operations,  had negative
working  capital at  December  31,  1995,  and was three  months  delinquent  on
mortgage payments. These factors raise substantial doubt about the Partnership's
ability to continue  as a going  concern.  Management's  plan 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.

Our audit was  conducted  for the  pupose of  forming  an  opinion  on the basic
financial statements taken as a whole. The supporting data required by HUD shown
on pages 13 21 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/ Aronson, Fetridge & Weigle
<PAGE>
[Letterhead]

[Pyramid logo]

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

                         Independent Auditor's Report

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

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

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, 1994, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with generally accepted accounting principles.

The accompany  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 has incurred  substantial  losses from operations,  had negative
working  capital at  December  31,  1994,  and was three  months  delinquent  on
mortgage payments. These factors raise substantial doubt about the Partnership's
ability to continue  as a going  concern.  Management's  plan 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

<PAGE>
[Letterhead]

[Pyramid logo]

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

                         Independent Auditor's Report

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

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

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, 1993, and
the  results  of its  operations  and its cash flow for the year  then  ended in
conformity with generally accepted accounting principles.

<PAGE>
                    Independent Auditor's Report (Continued)

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

/s/ Aronson, Fetridge & Weigle

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

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Cass House Associates Limited Partnership (a Massachusetts  limited partnership)
(Project No.  84-057-S) as of December 31, 1995,  and the related  statements of
changes in partners' equity  (deficit),  operations (MHFA Form F.C.-2A) and cash
flows (MHFA Forms F.C.-4A,  -4B & -4C) for the year then ended.  These financial
statements are the responsibility of the general partners. Our responsibility is
to express an opinion on these financial statements based on our audit.

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

   In our opinion, the financial statements referred to above present fairly, in
all material  respects,  the financial position of Cass House Associates Limited
Partnership as of December 31, 1995, and the results of its operations, its cash
flows and  changes  in  partners'  equity  (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 H to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net working capital  deficiency,  which raises  substantial
doubt about its ability to continue in existence.  The  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

                                                     /s/ Ziner & Company, P.C.

January 23, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
 Partnership

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

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

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

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

                                                     /s/ Ziner & Company, P.C.

January 23, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
 Partnership

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

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

   In our opinion, the financial statements referred to above present fairly, in
all material  respects,  the financial position of Cass House Associates Limited
Partnership as of December 31, 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  outcome  of this
uncertainty.

                                                     /s/ Ziner & Company, P.C.

January 27, 1994

<PAGE>

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
 Limited Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Verdean  Gardens  Associates  Limited   Partnership  (a  Massachusetts   limited
partnership)  (Project No.  84-082-S)  as of December 31, 1995,  and the related
statements  of changes in  partners'  equity  (deficiency)  (MHFA Form  F.C.-3C)
operations  (MHFA Form F.C.-2A) and cash flows (MHFA Forms  F.C.-4A,  -4B & -4C)
for the year then ended.  These financial  statements are the  responsibility of
the  general  partners.  Our  responsibility  is to  express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Verdean  Gardens  Associates
Limited  Partnership as of December 31, 1995, and the results of its operations,
its cash flows and its changes in  partners'  equity  (deficiency)  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 H 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 general  partners'  plans
regarding  these matters are also discussed in Note H. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


                                                     /s/ Ziner & Company, P.C.

January 26, 1996


<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
 Limited Partnership

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

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

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

                                                     /s/ Ziner & Company, P.C.

January 27, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
 Limited Partnership

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

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

   In our opinion, the financial statements referred to above present fairly, in
all material  respects,  the financial  position of 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]

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

Partners
Medford Hotel Associates Limited Partnership

I have audited the balance sheet of Medford Hotel Associates Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1995  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 issued by
the Comptroller  General of the United States.  Those  standards  require that I
plan and  perform the audit to obtain  reasonable  assurance  about  whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.

   In my opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Medford  Hotel  Associates
Limited  Partnership  at December 31, 1995 and the results of its operations and
its cash flows for the year then ended,  in conformity  with generally  accepted
accounting principles.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated February 15, 1996 on my consideration of Medford Hotel Associates  Limited
Partnership's internal control structure and a report dated February 15, 1996 on
its compliance with laws
and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  15) 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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.


                                                         /s/ Robert Stephenson

Manhattan Beach, California
February 15, 1996


<PAGE>
[Letterhead]

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

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

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

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

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

                                                         /s/ Robert Stephenson

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

<PAGE>
[Letterhead]

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

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

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

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

   In my opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Medford  Hotel  Associates
Limited  Partnership  at December 31, 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]

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

Partners
Oregon Landmark-Three Limited Partnership

   I have audited the balance sheet of Oregon Landmark-Three Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1995  and the  related
statements of operations, deficit in partnership capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

   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, 1995 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated February 15, 1996 on my  consideration  of Oregon  Landmark-Three  Limited
Partnership's internal control structure and a report dated February 15, 1996 on
its compliance with laws
and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  15) 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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.



                                                         /s/ Robert Stephenson

Manhattan Beach, California
February 15, 1995


<PAGE>
[Letterhead]

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

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

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

   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, 1994 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

                                                         /s/ Robert Stephenson

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

<PAGE>
[Letterhead]

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

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

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

   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>

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying  balance sheet of Trenton  Apartments,  Ltd. (a
limited partnership) (HUD Project No. 105-94006) as of December 31, 1995 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 Trenton  Apartments,  Ltd. (a
limited  partnership)  (HUD Project No.  105-94006) as of December 31, 1995, 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.


In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 16, 1996, on our
consideration of Trenton Apartments,  Ltd. (a limited  partnership) (HUD Project
No. 105-94006) internal control structure and reports dated January 16, 1996, on
its compliance with specific requirements  applicable to major HUD programs, and
specific requirements applicable to Affirmative Fair Housing.

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  14 to 20)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the  basic  statement  of
Trenton  Apartments,  Ltd. (a limited  partnership) (HUD Project No. 105-94006).
Such  information has been subjected to the auditing  procedures  applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 16, 1996


<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

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

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 Trenton  Apartments,  Ltd. (a
limited  partnership)  (HUD Project No.  105-94006) as of December 31, 1994, and
the results of its operations and changes in partners' equity and cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.

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

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 24, 1995

<PAGE>
                        INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Trenton Apartments, Ltd.

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

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. 105-94006 as of
December 31, 1993,  and the results of its  operations  and changes in partners'
equity and cash flows for the year then  ended,  in  conformity  with  generally
accepted accounting principles.

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

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
February 1, 1994

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Lakeview Heights Apartments, Ltd.

We have audited the accompanying  balance sheet of Lakeview Heights  Apartments,
Ltd. (a limited partnership) (HUD Project No. 105-94007) as of December 31, 1995
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 Lakeview Heights  Apartments,
Ltd. (a limited  partnership)  (HUD  Project No.  105-94007)  as of December 31,
1995, 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.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 25, 1996, on our
consideration of Lakeview Heights Apartments,  Ltd. (a limited partnership) (HUD
Project No. 105-94007)  internal control structure and reports dated January 25,
1996,  on its  complience  with  specific  requirements  applicable to major HUD
programs, and specific requirements applicable to Affirmative Fair Housing.

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  15 to 21)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the basic  statements  of
Lakeview  Heights  Apartments,  Ltd. (a limited  partnership)  (HUD  Project No.
105-94007).  Such  information  has been  subjected to the  auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly stated in all material  respects in relation to the financial  statements
taken as a whole.

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 25, 1996

<PAGE>
                        INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Lakeview Heights Apartments, Ltd.

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

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 Lakeview Heights  Apartments,
Ltd. (a limited  partnership)  (HUD  Project No.  105-94007)  as of December 31,
1994, and the results of its operations and changes in partners' equity and cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

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

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 24, 1995

<PAGE>
                        INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Lakeview Heights Apartments, Ltd.

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

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. 105-94007 as of
December 31, 1993,  and the results of its  operations  and changes in partners'
equity and cash flows for the year then  ended,  in  conformity  with  generally
accepted accounting principles.

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

/s/ Lake, Hill & Company

Lake, Hill & Company

Salt Lake City, Utah
January 26, 1994

<PAGE>
[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
             Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Windsor Court Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Windsor  Court  Housing
Associates,  Ltd. (a Limited  Partnership)  as of  December  31,  1995,  and the
related statements of profit and loss (on HUD Form No. 92410), partners' 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.

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)  as of  December  31,  1995,  and the
results of its operations,  changes in partners'  deficit and 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 basic  financial
statements taken as a whole. The supplemental information on pages 20 through 25
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.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  21,  1996,  on  our  consideration  of  Windsor  Court  Housing
Associates,  Ltd.'s  internal  control  structure  and  on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Boston, Massachusetts                     Federal Employer
February 21, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel
<PAGE>
[Letterhead]

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

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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, 1994 and the results of its  operations  and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

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

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

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers                                                       certified public
&Lybrand                                                           accountants

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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  attempted  to  enforce  its
position,  but should HUD do so, the Partnership  intends to vigorously  contest
the matter. The ultimate outcome of this threatened  litigation cannot presently
be  determined.  Accordingly,  no provision for potential  loss  regarding  this
matter has been reflected in the financial statements.

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

Boston, Massachusetts
February 1, 1994

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
             Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Terrace Housing Associates, Ltd.

We have audited the  accompanying  balance sheet of Terrace Housing  Associates,
Ltd. as of December 31, 1995, and the related  statements of profit and loss (on
HUD Form No. 92410),  partners'  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.

In our opinion, the financial statements referred to above present fairly, in
all material  respects,  the financial  position of Terrace Housing  Associates,
Ltd. as of December 31, 1995, and the results of its operations,  the changes in
partners'  deficit and 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 basic  financial
statements taken as a whole. The supplemental information on pages 21 through 27
is presented for the purposes of additional analysis and is not
a required part of the basic financial statements. Such information,  except for
the  portion  marked  "unaudited",  on  which we  express  no  opinion  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated February 23, 1996, on our  consideration  of Terrace  Housing  Associates,
Ltd.'s  internal   control   structure  and  on  its  compliance  with  specific
requirements  applicable to major HUD programs,  affirmative  fair housing,  and
laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Boston, Massachusetts                     Federal Employer
February 21, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>
[Letterhead]

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

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers                                           certified public accountants
&Lybrand

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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.

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

Boston, Massachusetts
February 1, 1994
<PAGE>
[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
             Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Rolling  Green  Housing
Associates,  Ltd. as of December 31, 1995, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' 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.

In our opinion, the financial statements referred to above present fairly, in
all  material  respects,   the  financial  position  of  Rolling  Green  Housing
Associates, Ltd. as of December 31, 1995, and the results of its operations, the
changes  in  partners'  deficit  and 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 basic  financial
statements taken as a whole. The supplemental information on pages 20 through 25
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.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  13,  1996,  on  our  consideration  of  Rolling  Green  Housing
Associates,  Ltd.'s  internal  control  structure  and  on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Boston, Massachusetts                     Federal Employer
February 13, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel


<PAGE>
[Letterhead]

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

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers                                           certified public accountants
&Lybrand

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

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

Boston, Massachusetts
February 1, 1994

<PAGE>
[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
             Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Sierra Vista Housing Associates, Ltd.

We  have  audited  the  accompanying  balance  sheet  of  Sierra  Vista  Housing
Associates,  Ltd. as of December 31, 1995, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' 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.

In our opinion, the financial statements referred to above present fairly, in
all  material   respects,   the  financial  position  of  Sierra  Vista  Housing
Associates, Ltd. as of December 31, 1995, and the results of its operations, the
changes  in  partners'  deficit  and 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 basic  financial
statements taken as a whole. The supplemental information on pages 21 through 27
is presented for the purposes of additional analysis and is not
a required part of the basic financial statements. Such information,  except for
the  portion  marked  "unaudited",  on which we  express  no  opinion,  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  23,  1996,  on  our   consideration  of  Sierra  Vista  Housing
Associates,  Ltd. 's  internal  control  structure  and on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Boston, Massachusetts                     Federal Employer
February 23, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>
[Letterhead]

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

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

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

Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[Logo]
Coopers                                           certified public accountants
&Lybrand

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

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

Boston, Massachusetts
February 1, 1994

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Courts Limited Partnership

We have  audited the  accompanying  balance  sheets of Coronado  Courts  Limited
Partnership,  HUD Project No. 123- 36605,  as of December 31, 1995 and 1994, and
the related statements of profit and loss,  partners' capital and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Coronado  Courts  Limited
Partnership as of December 31, 1995 and 1994, 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.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated February 1, 1996, on our
consideration of the Partnership's  internal control structure and reports dated
February 1, 1996, on its  complience  with specific  requirements  applicable to
major HUD programs,  and specific  requirements  applicable to Affirmative  Fair
Housing.

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 in Section II) 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 1, 1996

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

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Courts Limited Partnership

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

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

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

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

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

Des Moines, Iowa
February 10, 1995

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

<PAGE>

[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  balance  sheet of MB  Bittersweet  Associates
Limited Partnership, MHFA Project No. 84-051-S, as of December 31, 1995, 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 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, 1995, 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.

In accordance with Government  Auditing  Standards.  we have also issued reports
dated  February  13,  1996 on our  consideration  of MB  Bittersweet  Associates
Limited Partnership's internal control structure and on its compliance with laws
and regulations.

/s/ Freedberg & Garlick, P.C.

February 13, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

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

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 MB  Bittersweet  Associates
Limited  Partnership as of December 31, 1994, and the results of its operations,
changes in partners'  equity  (deficiency)  and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

/s/ Freedberg & Garlick, P.C.

February 14, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

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

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 MB  Bittersweet  Associates
Limited  Partnership as of December 31, 1993, and the results of its operations,
changes in partners'  equity  (deficiency)  and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

/s/ Freedberg & Garlick, P.C.

February 10, 1994

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Hughes Apartments Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheets of Hughes  Apartments  Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Hughes  Apartments  Limited
Partnership  as of December 31, 1995 and 1994, 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 all of the required bond
payments  which  raises  substantial  doubt about the  Partnership's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

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

Fargo, North Dakota
February 19, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Hughes Apartments Limited Partnership
Wahpeton, North Dakota

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

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

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

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

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

Fargo, North Dakota
January 18, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of 600 Dakota Properties Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of 600 Dakota Properties Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

Fargo, North Dakota
January 22, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton, North Dakota

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

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

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

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

Fargo, North Dakota
January 17, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheet of Duluth Limited  Partnership,
FHA Project  Number  091-10505  REF, as of December  31,  1995,  and the related
statements of profit and loss, partners' equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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 31, 1995,  and the results of its  operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 22, 1996, on our
consideration of Duluth Limited  Partnership's  internal  control  structure and
reports  dated January 22, 1996, on its  compliance  with specific  requirements
applicable  to  nonmajor  HUD program  transactions  and  specific  requirements
applicable to Affirmative Fair Housing.

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

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

Fargo, North Dakota
January 22, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership
Wahpeton, North Dakota

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

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 31, 1994,  and the results of its  operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

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

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

Fargo, North Dakota
January 18, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

To the Partners
Duluth Limited Partnership
Wahpeton, North Dakota

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

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 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]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Barrington Manor Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance  sheets of  Barrington  Manor Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Barrington  Manor  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

Fargo, North Dakota
January 17, 1996

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Barrington Manor Limited Partnership
Wahpeton, North Dakota

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

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

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

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

Fargo, North Dakota
January 16, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

We  have  audited  the  accompanying   balance  sheets  of  Graver  Inn  Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Graver Inn Limited Partnership
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

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

Fargo, North Dakota
January 17, 1996


<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

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

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

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

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

Fargo, North Dakota
January 16, 1995

<PAGE>
[Letterhead]

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, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Chestnut  Lane  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  and the results of its  operations  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our 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 12, 1996
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 audits.

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

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

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

/s/ David C. Moja

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

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

We have audited the  accompanying  balance  sheets of  Glennville  Properties (a
Georgia Limited  Partnership) as of December 31, 1995 and December 31, 1994, and
the related statements of operations,  partners' equity (deficit) and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Glennville  Properties  (a
Georgia Limited  Partnership) as of December 31, 1995 and December 31, 1994, and
the  results  of its  operations  and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our 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 11, 1996
Savannah, Georgia

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

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

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

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

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

/s/ David C. Moja

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

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
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, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Pine  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  and the results of its  operations  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our 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 12, 1996
Savannah, Georgia

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Pine Village Limited Partnership

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

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

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

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

/s/ David C. Moja

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

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
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, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Talbot  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  and the results of its  operations  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our 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 11, 1996
Savannah, Georgia


<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Talbot Village Limited Partnership

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

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

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

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

/s/ David C. Moja

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

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
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, 1995 and December
31, 1994, 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, 1995 and December
31,  1994,  and the results of its  operations  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our 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 12, 1996
Savannah, Georgia


<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Village Limited Partnership

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

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

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

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

/s/ David C. Moja

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

March 3, 1995
Savannah, Georgia

<PAGE>
[Letterhead]

                             [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 14, 1996
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,  1995,  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 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,
1995,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with generally accepted accounting standards.

                                                      /s/ Macdonald Page & Co.

                                                  Certified Public Accountants


<PAGE>
[Letterhead]

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

Independent Auditors' Report

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

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

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

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

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

                                                      /s/ Macdonald Page & Co.

                                                  Certified Public Accountants

<PAGE>
[Letterhead]

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

Independent Auditors' Report

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

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

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

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, 1993, and
its revenue and expenses,  changes in partners' capital,  and cash flows for the
year then ended on the basis of accounting described in Note 1.

                                                     /s/ Macdonald, Page & Co.

                                                  Certified Public Accountants

<PAGE>

<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 14, 1996
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, 1995, 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 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 Birmingham Housing Associates (a
Limited Partnership) as of December 31,
1995,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with generally accepted accounting standards.

                                                      /s/ Macdonald Page & Co.

                                                  Certified Public Accountants
<PAGE>
[Letterhead]

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

Independent Auditors' Report

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

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

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

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, 1994,
and its revenue and expenses,  changes in partners' capital,  and cash flows for
the year then ended on the basis of accounting described in Note 1.

                                                      /s/ Macdonald Page & Co.

                                                  Certified Public Accountants

<PAGE>
[Letterhead]

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

Independent Auditors' Report

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

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

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

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, 1993,
and its revenue and expenses,  changes in partners' capital,  and cash flows for
the year then ended on the basis of accounting described in Note 1.

                                                     /s/ Macdonald, Page & Co.

                                                  Certified Public Accountants

<PAGE>
[Letterhead]

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

Independent Auditors' Report

                                                             February 14, 1996
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, 1995, 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 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 New Sweden Housing Associates (a
Limited Partnership) as of December 31,
1995,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with generally accepted accounting standards.

                                                      /s/ Macdonald Page & Co.

                                                  Certified Public Accountants


<PAGE>
[Letterhead]

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

Independent Auditors' Report

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

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

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

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, 1994, and
its revenue and expenses,  changes in partners' capital,  and cash flows for the
year then ended on the basis of accounting described in Note 1.

                                                      /s/ Macdonald Page & Co.

                                                  Certified Public Accountants

<PAGE>
[Letterhead]

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

Independent Auditors' Report

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

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

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

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, 1993, and
its revenue and expenses,  changes in partners' capital,  and cash flows for the
year then ended on the basis of accounting described in Note 1.

                                                     /s/ Macdonald, Page & Co.

                                                  Certified Public Accountants

<PAGE>
[Letterhead]

                                    [LOGO]
                            Haran & Associates Ltd
                         Certified Public Accountants


                         INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying  balance sheets of  HAZEL-WINTHROP  APARTMENTS,
Project  No.  071-35522-PM,  as of December  31, 1995 and 1994,  and the related
statements  of profit and loss,  changes in partners'  equity,  and statement of
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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. These standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe that our audits  provided a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of HAZEL-WINTHROP  APARTMENTS,  as
of December  31, 1995 and 1994,  and its profit and loss,  changes in  partners'
equity,  and its cash  flows  for the  years  then  ended,  in  conformity  with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 26,  1996,  on our  consideration  of  HAZEL-WINTHROP  APARTMENTS
internal control structure and reports dated January 26, 1996, on its complience
with specific requirements  applicable to Affirmative Fair Housing, and specific
requirements applicable to Nonmajor HUD programs.


The  accompanying  supplementary  information  (shown  on  pages  15 to  20)  is
presented  for  purposes  of  additional  analysis  and is not part of the basic
financial  statements.  Such information has been subjected to the same 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/ Haran & Associates Ltd

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

January 26, 1996

<PAGE>
[Letterhead]

                           Russell Novak & Company
                         Certified Public Accountants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Hazel-Winthrop Apartments
Chicago, Illinois

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

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

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

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

/s/ Russell Novak and Company

February 4, 1994
Chicago, Illinois

<PAGE>

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

To The Partners
Michael J. Dobens Limited Partnership I

I have  audited the  accompanying  balance  sheets of Michael J. Dobens  Limited
Partnership  I as of December 31, 1995 and 1994,  and the related  statements of
income,  partners' equity and cash flows for the years then ended. The financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,   the  financial  position  of  Michael  J.  Dobens  Limited
Partnership  I as of  December  31,  1995  and  1994,  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 7, 1996


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

To The Partners
Michael J. Dobens Limited Partnership I

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

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

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

/s/ Billie J. Burnett

Billie J. Burnett
February 9, 1995

<PAGE>
[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 Sheets of Logan Plaza Associates as of
December  31, 1995 and 1994,  and the related  statements  of income,  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 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 discussed in Note 3 to financial statements, 1995 the Partnership changed its
method of computing  depreciation to conform with generally accepted  accounting
principals.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban Development  Office of Inspector General in July 1993, we have also issued
a report  dated  January 24, 1996,  on our  consideration  of the  Partnership's
internal  control  structure,  on  its  compliance  with  specific  requirements
applicable  to  major  HUD  programs,   and  on  its  compliance  with  specific
requirements applicable to Affirmative Fair Housing.


Our audit was made for the purpose of forming an opinion on the basic
financial  statements taken as a whole. The  accompanying  information  shown on
pages 14 to 23 is  presented  for purposes of  additional  analysis and is not a
required  part  of the  basic  financial  statements  of the  Partnership.  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 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 24, 1996
<PAGE>
[Letterhead]

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

             Independent Auditors' Report on Financial Statements

To the Partners of
Logan Plaza Associates

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

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

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

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

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

/s/ Marks Shron & Company

January 19, 1995


<PAGE>

[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

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

We have audited the  accompanying  Balance  Sheet of Delmar  Housing  Associates
Limited Partnership,  FHA Project Number 109-94004 REF, as of December 31, 1995,
and the related  statements  of profit and loss,  changes in project  equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Delmar  Housing  Associates
Limited  Partnership,  as of December 31, 1995 and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 23, 1996,  on our  consideration  of Delmar  Housing  Associates
Limited Partnership's internal control structure and a report dated February 23,
1996, on its compliance with laws and regulations.

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 23 is presented for the purposes of additional analysis and are not a
required part of the financial  statements of Delmar Housing  Associates Limited
Partnership. Such information has been subjected to the same auditing procedures
applied  in the  examination  of the  basic  financial  statements  and,  in our
opinion,  are  presented  fairly in all  material  respects  in  relation to the
financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.

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

Englewood, Colorado
February 23, 1996


<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

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

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

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

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

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

Respectfully submitted,

/s/ Michael Sczekan & Co.

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

Englewood, Colorado
February 2, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITOR'S REPORT

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

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

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

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

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

Respectfully submitted,

/s/ Michael Sczekan & Co.

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

Denver, Colorado
February 25, 1994

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

We have  audited  the  accompanying  balance  sheet of  Heritage  Court  Limited
Partnership  as of December 31, 1995,  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 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  Heritage  Court  Limited
Partnership as of December 31, 1995, 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.

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 20 through 29
is presented for the purposes of additional  analysis and is not a required part
of the basic financial  statements.  Such  information,  except for that portion
marked  "unaudited,"  on which we express no opinion,  has been subjected to the
auditing procedures applied in the audit of the basic financial  statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  16,  1996,  on  our  consideration  of  Heritage  Court  Limited
Partnership's  internal  control  structure and on its compliance  with specific
requirements applicable to CDA programs,  affirmative fair housing, and laws and
regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Baltimore, Maryland                               Federal Employer
January 16, 1996                                        Identification Number:
                                                                   52-1088612
Audit Principal:        William T. Riley, Jr.

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

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

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

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

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

                                                /s/ Reznick Fedder & Silverman

Baltimore, Maryland
January 9, 1995

<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

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

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

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

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

                                                /s/ Reznick Fedder & Silverman

Baltimore, Maryland
January 14, 1994

<PAGE>
MUELLER & WALLA, P.C.
                         Certified Public Accountants
                            10714 Manchester Road
                                  Suite 202
                           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, 1995, 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 Certificate Public Accounts.

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, 1994,  were audited by
us, and we expressed an unqualified opinion on them in our report dated February
6, 1995, but we have not performed any auditing procedures since that date.

/s/Mueller & Walla, P.C.

Mueller & Walla, P.C.
Certified Public Accountants

February 9, 1996
<PAGE>
[Letterhead]

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

                         INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

/s/ Mueller & Walla, P.C.

Mueller & Walla, P.C.
Certified Public Accountants

February 6, 1995

<PAGE>
[Letterhead]

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

                       ACCOUNTANTS' COMPILATION REPORT

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

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

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

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

/s/ Mueller & Walla, P.C.

Mueller & Walla, P.C.
Certified Public Accountants

January 19, 1994

<PAGE>


<PAGE>


                           Annual Report on Form 10-K
                        For The Year Ended March 31, 1996
                         Audited Financial Statements of
                           Local Limited Partnerships

                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592

                         REPORT ON FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1995




































<PAGE>




                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592



                                TABLE OF CONTENTS
                                                                    PAGE

AUDITOR'S REPORT                                                     2


FINANCIAL STATEMENTS

     Balance Sheet                                                 3-4

     Statement of Profit and Loss (HUD-92410)                      5-6

     Statement of Changes in Partners' Equity                        7

     Statement of Cash Flows                                      8-10

     Notes to Financial Statements                               11-15


SUPPORTING DATA                                                  16-20


AUDITOR'S COMMENTS ON COMPLIANCE
     Major HUD Program                                              21


AUDITOR'S COMMENTS ON INTERNAL CONTROL                           22-23


AUDITOR'S COMMENTS ON AFFIRMATIVE FAIR HOUSING                      24


CERTIFICATE OF GENERAL PARTNERS                                     25


CERTIFICATE OF MANAGEMENT AGENT                                     26

















<PAGE>








                          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, 1995,  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 Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  These  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  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 BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  as of  December  31,  1995,  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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  19,  1996 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 19, 1996 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  (shown  on  pages  16 to  20)  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  statement  and, in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.



HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 19, 1996





<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592
                                  BALANCE SHEET
                                DECEMBER 31, 1995


                                   A S S E T S
<TABLE>
<CAPTION>
<S>                                                    <C>

CURRENT ASSETS
1120   Cash in bank                                    $   129,363
1130   Tenant accounts receivable                           17,646
1135   Rent supplement receivable                          133,151
1142   Other accounts receivable                               200
                                                       -----------

       Total current assets                            $   280,360
                                                       -----------


DEPOSITS HELD IN TRUST - FUNDED
1191   Tenant security deposits - held in trust        $    31,280
                                                       -----------


PREPAID EXPENSES
1240   Property insurance                              $    29,981
1250   Mortgage insurance                                   26,635
                                                       -----------

       Total prepaid expenses                          $    56,616
                                                       -----------


RESTRICTED DEPOSITS AND FUNDED RESERVES
1310   Mortgage escrow deposits                        $   114,512
1320   Cash replacement reserve                             91,651
                                                       -----------

       Total restricted deposits and funded reserves   $   206,163
                                                       -----------


FIXED ASSETS
1410   Land                                            $   318,000
1420   Buildings                                        13,805,309
1440   Building equipment - portable                       616,354
1470   Maintenance equipment                                 2,381
                                                       -----------
       Total fixed assets                              $14,742,044
       Less accumulated depreciation                     3,707,924

       Net book value                                  $11,034,120


OTHER ASSETS
1840   Deferred loan fees (net of amortization)        $   210,329
1860   Developer agreement escrow deposit                  587,518
                                                       -----------

       Total other assets                              $   797,847
                                                       -----------


       TOTAL ASSETS                                    $12,406,386
                                                       ===========
</TABLE>




         The accompanying notes are an integral part of this statement.

<PAGE>
                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592
                                  BALANCE SHEET (CONTINUED)
                                DECEMBER 31, 1995

                        LIABILITIES AND PARTNERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                                   <C>

CURRENT LIABILITIES
 2110                Accounts payable                                                 $    15,408
 2116                Accrued property taxes                                               159,282
 2119                Due to management agent                                               65,750
 2130                Accrued mortgage interest                                            247,729
 2140                Accrued management fee                                                15,827
 2320                Mortgage payable - current portion                                    28,696
                                                                                      -----------

                       Total current liabilities                                     $   532,692
                                                                                      -----------
DEPOSITS
 2191                Tenant security deposits - held in trust (contra)                $    27,340
                                                                                      -----------

LONG-TERM LIABILITIES
 2320                Mortgage payable                                                 $ 9,819,096
 2330                Junior mortgage payable - City of Chicago                            693,500
                                                                          
 
                                 Total                                                $10,512,596

                      Less current portion                                                 28,696
                                                                                       ----------
                                 Total long-term liabilities                          $10,483,900
                                                                                       ----------
OTHER LIABILITIES
 2390                Developer fee payable from escrow (contra)                       $   480,000
 2391                Due to general partner from escrow                                   107,518
                                                                                      -----------
                                  Total other liabilities                             $   587,518
                                                                                      -----------

                                  Total liabilities                                   $11,631,450
PARTNERS' EQUITY
 3130                Partners' equity                                                     774,936
                                                                                       ----------


                                  TOTAL LIABILITIES AND PARTNERS' EQUITY              $12,406,386
               
</TABLE>



         The accompanying notes are an integral part of this statement.


<PAGE>



                Statement of Profit U. S. Department of Housing

                         and Loss and Urban Development
                                Office Of Housing
 Federal Housing Commissioner OMB Approval No. 2502-0052(Exp 1/31/95)
Public  Reporting  Burden for this  collection  of  information  is estimated to
average 1.0 hours per response,  including the time for reviewing  instructions,
searching existing data sources,  gathering and maintaining the data needed, and
completing and reviewing the collection of information.  Send comments regarding
this burden  estimate or any other  aspect of this  collection  of  information,
including  suggestions  for  reducing  this  burden,  to the Reports  Management
Officer, Office of Information, Policies and Systems, U.S. Department of Housing
and  Urban  Development,  Washington,  D.C.  20410-3600  and  to the  Office  of
Management and Budget, Paperwork Reduction Project (2502-0052), Washington, D.C.
20503. Do not send this completed form to either of these addresses.

 For Month/Period  Project No. 071-35592 Project Name BOULEVARD COMMONS LIMITED
 Beginning   1/01/95    Ending   12/31/95                      PARTNERSHIP

<TABLE>
<CAPTION>

<S>                                                                        <C>        <C>                              <C>

Part I ......          Description of Account                              Acct No.                                    Amount*
                                                                                                                        
     Rental Income - 5100
                                                                                                                        
      Apartments or Member Carrying Charges(Coops) ..................       5120       $  279,496
                                                                                                                     
      Tenant Assistance Payments ....................................       5121       $1,741,254
                                                                                                                        
      Furniture and Equipment .......................................       5130                                        
                                                                                                                        
      Stores and Commercial .........................................       5140                                       
                                                                                                                       
      Garage and Parking Spaces .....................................       5170                                       
                                                                                                                       
      Flexible Subsidy Income .......................................       5180                                       
                                                                                                                       
      Miscellaneous  RENTAL ASSISTANCE - PRIOR YEAR .................       5190       $   32,827
                                                                                                                       
      Total Rent Revenue Potential at 100% Occupancy ................                                                   $  2,053,577
                                                                                                                        ------------
     Vacancies - 5200
      Apartments ....................................................       5220          (89,611)
                                                                                                                        ------------
      Furniture and Equipment .......................................       5230                
                                                                                                                        ------------
      Stores and Commercial .........................................       5240                
                                                                                                                        ------------
      Garage and Parking Spaces .....................................       5270                
                                                                                                                        ------------
      Miscellaneous (specify) .......................................       5290                                                    
      Total Vacancies ...............................................                                                      ( 89,611)
                                                                                                                        ------------
      Net Rental Revenue Rent Revenue Less Vacancies ................                                                      1,963,966
                                                                                                                        ------------
     Elderly and Congregate Services Income - 5300
      Total Service Income (Schedule Attached) ......................       5300                                        $    -0-
                                                                                                                        ------------
     Financial Revenue - 5400
                                                                                                                        ------------
      Interest Income - Project Operations ..........................       5410       $    5,474
                                                                                                                        ------------
      Income from Investments-Residual Receipts .....................       5430                                        $
                                                                                                                        ------------
      Income from Investments-Reserve for Replacement ...............       5440       $    1,191
                                                                                                                          ----------
 Income from Investments-Miscellaneous ............................         5490       $                                 
                                                                                                                          ----------
 Total Financial Revenue ............................................                                                     $    6,665
                                                                                                                          ----------
Other Revenue - 5900
 Laundry and Vending .............................................          5910       $
                                                                                                                          ----------
 NSF and Late Charges .............................................         5920       $    5,650
                                                                                                                          ----------
 Damages and Cleaning Fees ........................................         5930       $      436
                                                                                                                          ----------
 Forfeited Tenant Security Deposits ...............................         5940       $    2,470
                                                                                                                          ----------
 Other Revenue (specify) .................................................  5990       $    3,667
                                                                                                                          ----------
 Total Other Revenue ...............................................................                                      $   12,223
                                                                                                                          ----------
 Total Revenue .....................................................................                                      $1,982,854
                                                                                                                          ----------
Administrative Expenses - 6200-6300
 Advertising .....................................................          6210       $      216
                                                                                                                          ----------
 Other Administrative Expenses ...................................          6250       $    1,211
                                                                                                                          ----------
 Office Salaries .................................................          6310       $    3,036
                                                                                                                          ----------
 Office Supplies .................................................          6311       $   27,564
                                                                                                                          ----------
 Office or Model Apartment Rent ..................................          6312       $
                                                                                                                          ----------
 Management ......................................................          6320       $  114,110
                                                                                                                          ----------
 Manager or Superintendent Salaries ...............................         6330       $   18,563
                                                                                                                          ----------
 Manager or Superintendent Rent Free Unit ................................  6331       $
                                                                                                                          ----------
 Legal Expenses (Project) ................................................ 6340        $   11,345
                                                                                                                          ----------
 Auditing Expenses (Project) ............................................. 6350        $    4,600
                                                                                                                          ----------
 Bookkeeping Fees/Accounting Services .................................... 6351        $    7,632
                                                                                                                          ----------
 Telephone and Answering Service ......................................... 6360        $   10,679                                   
 Bad Debts                                                                 6370        $    3,733
 Miscellaneous Administrative Expenses (specify) ........................  6390        $    
 Total Administrative Expenses .................................................                                          $  202,689
                                                                                                                          ----------
Utility Expense - 6400
 Fuel Oil/Coal .........................................................   6420        $
                                                                                                                          ----------
 Electricity ...........................................................   6450        $   13,636
                                                                                                                          ----------
 Water .................................................................   6451        $   26,663
                                                                                                                          ----------
 Gas ...................................................................   6452        $   42,374
                                                                                                                          ----------
 Sewer .................................................................   6453        $
                                                                                                                          ----------
 Total Utilities Expense ...............................................                                                  $   82,673
                                                                                                                          ----------
</TABLE>

   The accompanying notes are an integral part of this statement. Page 1 of 2

*All amounts must be rounded to the nearest dollar; $.50 and form HUD-92410
 (7/91)over, round up - $.49 and below, round down. ref Handbook 4370.2


<PAGE>
<TABLE>
<CAPTION>

<S>                                                                        <C>         <C>                              <C>

Operating and Maintenance Expenses - 6500
 Janitor and Cleaning Payroll .....................................        6510        $100,604
                                                                                                                        ------------
 Janitor and Cleaning Supplies ....................................        6515        $ 15,722
                                                                                                                        ------------
 Janitor and Cleaning Contract ....................................        6517        $
                                                                                                                        ------------
 Exterminating Payroll/Contract ...................................        6519        $  8,870
                                                                                                                        ------------
 Exterminating Supplies ...........................................        6520        $
                                                                                                                        ------------
 Garbage and Trash Removal ........................................        6525        $ 19,664
                                                                                                                        ------------
 Security Payroll/Contract ........................................        6530        $ 27,872
                                                                                                                        ------------
 Grounds Payroll ..................................................        6535        $
                                                                                                                        ------------
 Grounds Supplies .................................................        6536        $
                                                                                                                        ------------
 Grounds Contract .................................................        6537        $
                                                                                                                        ------------
 Repairs Payroll ..................................................        6540        $ 33,944
                                                                                                                        ------------
 Repairs Material .................................................        6541        $ 10,646
                                                                                                                        ------------
 Repairs Contract .................................................        6542        $  2,797
                                                                                                                        ------------
 Elevator Maintenance/Contract ....................................        6545        $
                                                                                                                        ------------
 Heating/Cooling Repairs and Maintenance ..........................        6546        $  3,198
                                                                                                                        ------------
 Swimming Pool Maintenance/Contract ...............................        6547        $
                                                                                                                        ------------
 Snow Removal .....................................................        6548        $
                                                                                                                        ------------
 Decorating Payroll/Contract ......................................        6560        $ 13,596
                                                                                                                        ------------
 Decorating Supplies ..............................................        6561        $    130
                                                                                                                        ------------
 Other ............................................................        6570        $
                                                                                                                        ------------
 Miscellaneous Operating & Maintenance Expenses ...................        6590        $    450
                                                                                                                        ------------
 Total Operating & Maintenance Expenses ...........................                                                     $    237,493
                                                                                                                        ------------
Taxes and Insurance - 6700
 Real Estate Taxes ................................................        6710        $164,956
                                                                                                                        ------------
 Payroll Taxes (FICA) .............................................        6711        $ 12,465
                                                                                                                        ------------
 Miscellaneous Taxes, Licenses and Permits ........................        6719        $
                                                                                                                        ------------
 Property and Liability Insurance(Hazard) .........................        6720        $ 60,083
                                                                                                                        ------------
 Fidelity Bond Insurance ..........................................        6721        $    791
                                                                                                                        ------------
 Workmen's Compensation ...........................................        6722        $  4,876
                                                                                                                        ------------
 Health Insurance and Other Employee Benefits .....................        6723        $  4,403
                                                                                                                        ------------
 Other Insurance (specify) ........................................        6729        $
                                                                                                                        ------------
 Total Taxes and Insurance ........................................                                                     $    247,574
                                                                                                                        ------------
Financial Expenses - 6800
Interest on Bonds Payable .........................................        6810        $
                                                                                                                        ------------
 Interest on Mortgage Payable .....................................        6820        $901,140
                                                                                                                        ------------
 Interest on Notes Payable (Long-Term) ............................        6830        $ 20,805
                                                                                                                        ------------
 Interest on Notes Payable (Short-Term) ...........................        6840        $  3,477
                                                                                                                        ------------
 Mortgage Insurance Premium/Service Charge ........................        6850        $ 48,885
                                                                                                                        ------------
 Miscellaneous Financial Expenses ..................AMORITIZATION          6890        $475,739
                                                                                                                        ------------
 Total Financial Expenses .........................................                                                     $  1,450,046
                                                                                                                        ------------
Elderly and Congregate Service Expenses - 6900
 Total Service Expenses-Schedule Attached .........................        6900                                         $     -0-
                                                                                                                        ------------
 Total Cost of Operations Before Depreciation .....................                                                     $  2,220,475
                                                                                                                        ------------
 Profit (Loss) Before Depreciation ................................                                                     $  (237,621)
                                                                                                                        ------------
 Depreciation (Total) - 6600 (specify) ............................        6600                                             $560,271
                                                                                                                        ------------
 Operating Profit or (Loss) .......................................                                                       $(797,892)
                                                                                                                        ------------
 Corporate or Mortgagor Entity Expenses - 7100
Officer Salaries ...............................................           7110        $
                                                                                                                        ------------
 Legal Expenses (Entity) .......................................           7120        $
                                                                                                                        ------------
 Taxes (Federal-State-Entity) ..................................           7130-32     $
                                                                                                                        ------------
 Other Expenses (Entity) .......................................           7190        $
                                                                                                                        ------------
 Total Corporate Expenses ......................................                                                               -0-
                                                                                                                        ------------
 Net Profit or (Loss) ..........................................                                                        $  (797,892)
                                                                                                                         -----------


</TABLE>
Warning:HUD will prosecute false claims and statements. Conviction may result 
in criminal and/or Civil penalties.(U.S.C. 1001, 1010, 1012; 31 U.S.C.
 3729,3802)

Miscellaneous or other income and expenses Sub-account Groups. If
miscellaneous or other income and/or expense sub-accounts
(5190,5290,5490,5990,6390,6590,6729,6890 and 7190) exceed the Account
Groupings by 10% or more, attach a separate schedule describing or
explaining the miscellaneous income or expense.

Part II
1. Total principal payments required under the mortgage, even if payments under
 a Workout Agreement are less or more than those required 
under the mortgage. $ 22,907
2. Replacement Reserve deposits required by the Regulatory Agreement or 
Amendments thereto, even if payments may be temporarily 
suspended or waived. $ 47,880
3. Replacement or Painting Reserve releases which are included as expense items
 on this Profit and Loss statement. $ NONE
4. Project Improvement Reserve Releases under the Flexible Subsidy Program that
 are included as expense items on this Profit and Loss Statement. $ NONE
- --------------------------------------------------------------------------------

   The accompanying notes are an integral part of this statement. Page 2 of 2




                                                            ref Handbook 4370.2


<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592
                    STATEMENT OF CHANGES IN PARTNERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>


                                                                             (Loss)
                             Equity                                          for the                Equity
                 Profit     (Deficit)                                       Year Ended             (Deficit)
                and Loss    January 1,                                     December 31,           December 31,
               Percentage     1995     Distributions      Contributions      1995                   1995
               ----------  ----------  -------------       -------------   ------------           --------

<S>            <C>        <C>           <C>               <C>              <C>                  <C>

GENERAL
  PARTNERS     1.00       $ ( 28,561)    $     -          $     -          $ (  7,979)          $ ( 36,540)


INVESTOR
  LIMITED
    PARTNER   99.00        1,601,289           -                -            (789,913)               811,376


SPECIAL
  LIMITED
    PARTNER       -              100           -                -                   -                    100
             ------       ----------    ----------        -----------      ----------             ----------



    TOTALS  100.00        $1,572,828    $     -            $     -         $ (797,892)            $  774,936
            ======        ==========    ==========        ===========       ==========             ==========

</TABLE>












         The accompanying notes are an integral part of this statement.


<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592
                             STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>


<S>                                                                                              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Cash receipts from:
      Rental                                                                                     $ 1,834,209
      Interest                                                                                         6,665
      Other                                                                                           12,223
                                                                                                  ----------
Total cash receipts                                                                              $ 1,853,097
                                                                                                  ----------

   Cash payments for:
      Administrative                                                                             $    66,980
      Management fees                                                                                 98,283
      Utilities                                                                                       82,673
      Salaries and wages                                                                             122,203
      Operating and maintenance                                                                      155,440
      Real estate taxes                                                                              143,674
      Payroll taxes                                                                                   12,465
      Property insurance                                                                              59,139
      Miscellaneous taxes and insurance                                                               10,070
      Interest on mortgage note                                                                      794,270
      Mortgage insurance                                                                              41,883
      Tenant security and other deposits                                                               2,023
      Interest on note                                                                                24,282
                                                                                                  ----------                        
                                                                                                           
                     Total cash payments                                                         $ 1,613,385                        
                                                                                                 ----------- 
                     Net cash provided by operating activities                                   $   239,712
                                                                                                 -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of depreciable assets                                                                $   (51,886)
   Decrease (increase) in:
      Reserve for replacement of depreciable assets                                                  (49,071)
      Reserve for taxes and insurance                                                                 (9,937)
      Payment for deferred loan fees                                                                (176,986)
                                                                                                  ----------

                     Net cash used in investing activities                                       $  (287,880)
                                                                                                  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Mortgage principal payments                                                                   $   (22,907)
   Advance from management agent                                                                      65,750
                                                                                                  -----------

                     Net cash provided by financing activities                                   $    42,843
                                                                                                  -----------

NET (DECREASE) IN CASH                                                                           $    (5,325)

CASH - BEGINNING OF YEAR                                                                             134,688
                                                                                                   ---------

CASH - END OF YEAR                                                                               $   129,363
                                                                                                  ===========
</TABLE>




         The accompanying notes are an integral part of this statement.


<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592
                       STATEMENT OF CASH FLOWS (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
<S>                                                                                                     <C>

RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
   Net (loss)                                                                                           $(797,892)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Depreciation                                                                                     560,271
         Amortization                                                                                     475,739
         Interest                                                                                          94,542
         Mortgage insurance                                                                                 7,290
         Decrease (increase) in:
            Rent supplement receivable                                                                   (116,952)
            Tenant accounts receivable                                                                    (12,805)
            Prepaid property insurance                                                                        944
            Prepaid mortgage insurance                                                                       (288)
            Tenant security deposits - held in trust                                                         (980)
         Increase (decrease) in:
            Accounts payable                                                                              (18,551)
            Accrued mortgage interest                                                                      12,328
            Accrued property taxes                                                                         21,282
            Tenant security deposits - held in trust (contra)                                              (1,043)
            Accrued management fee                                                                         15,827
                                                                                                        ---------

                     Net cash provided by operating activities                                          $ 239,712
                                                                                                        =========




SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
Cash paid during the year for:
      Interest                                                                                          $ 913,094
                                                                                                         ========
</TABLE>




















         The accompanying notes are an integral part of this statement.


<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP

                              PROJECT NO. 071-35592
                       STATEMENT OF CASH FLOWS (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1995



NONCASH INVESTING AND FINANCING TRANSACTIONS
   A bank  maintains an escrow  account on behalf of the Project for the payment
   of development fees and amounts due to a general partner. The transactions in
   the accounts for the year were as follows:

 <TABLE>
<CAPTION>
                                                                                 Due to General
                                    Developer Agreement    Developer Fee Payable    Partner from
                                       Escrow Deposit          from Escrow             Escrow
<S>                                   <C>                    <C>                       <C>
 
Developer fees
   paid                               $  --                  $   --                    $  --

Gain on investments                    56,996                      --                     56,996
                                      -------                  --------                  -------


         Totals                       $56,996                  $   --                    $56,996
                                      =======                  ========                  =======
</TABLE>


The Partnership refinanced its 10% mortgage on April 6, 1995 as follows:
<TABLE>
<CAPTION>
<S>                                                                                         <C>

Cash paid                                                                                   $   227,487
Mortgage proceeds                                                                             9,834,700
Refund of real estate tax escrow                                                                 10,828
Refund of insurance escrow                                                                       47,258
Refund of mortgage insurance escrow                                                              29,357
Mortgage payoff                                                                              (9,724,302)
Interest                                                                                        (94,542)
Funding of real estate tax escrow                                                               (24,310)
Funding of insurance escrow                                                                     (64,020)
Funding of mortgage insurance escrow                                                             (7,679)
Payment of mortgage insurance premium                                                           (49,173)
Payment of deferred mortgage fees                                                              (185,604)
                                                                                              ---------
                                                                                            $      -
                                                                                              =========
</TABLE>

DISCLOSURE OF ACCOUNTING POLICY
   For purposes of the statement of cash flows,  the  Partnership  considers all
   highly liquid debt  instruments  purchased with a maturity of three months or
   less to be cash equivalents.




         The accompanying notes are an integral part of this statement.

<PAGE>

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995


ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership was organized as a limited  partnership formed June 15, 1987 and
amended  July 13, 1988.  Its purpose is to acquire an interest in six  buildings
located  in  Chicago,   Illinois,  and  to  renovate  and  operate  thereon  two
hundred-twelve  units of low  income  housing  under  Section  221(d)(4)  of the
National  Housing Act. Such projects are regulated by HUD as to rent charges and
operating methods.  The regulatory  agreement limits annual distributions of net
operating receipts to "surplus cash" available at the end of each year.

The  following  significant  accounting  policies  have  been  followed  in  the
preparation of the financial statements:

Deferred loan costs consist of fees for obtaining the HUD Insured  Mortgage Loan
and are  being  amortized  on the  straight-line  method  over  the  life of the
original  mortgage loan.  Refinancing costs are being amortized over the life of
the new  loan.  Unamortized  permanent  loan  fees  applicable  to the  original
permanent loan were amortized in entirety in the current year.  This resulted in
additional amortization expense of $457,529 for the year.
 
Organization  costs  associated  with  the  formation  of the  Partnership  were
amortized using the straight-line method over five years.

No income tax  provision has been  included in the  financial  statements  since
income or loss of the Partnership is required to be reported by the respec- tive
partners on their income tax returns.

Management   uses  estimates  and   assumptions  in  preparing  these  financial
statements in accordance with generally accepted  accounting  principles.  Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent  assets and liabilities  and the reported  revenues
and expenses. Actual results could vary from the estimates that were used.

The Partnership  maintains cash balances at a bank where accounts are insured by
the F.D.I.C.  for up to $100,000.  Balances in excess of insured limits totalled
approximately $60,543 at December 31, 1995.

DEVELOPMENT AGREEMENT/ESCROW DEPOSITS

The Partnership has entered into a Development Agreement with Prairie Parc Corp.
(Developer) an affiliate of the General Partners.

For  its  services  in  connection  with  development  of the  Project  and  the
supervision of the  construction and  rehabilitation  of the  improvements,  the
developer  shall be  entitled  to receive  the  aggregate  amount of  $2,448,865
payable as follows:

<PAGE>





                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 1995


DEVELOPMENT AGREEMENT/ESCROW DEPOSITS (Cont'd)
<TABLE>
<CAPTION>
 
                                                                                            To Be Deposited
                                                                             Total              In Escrow
<S>                                                                       <C>                 <C>    

   Completion date of -
      5417 West Washington Boulevard                                      $  534,546          $  377,932
      5500 West Washington Boulevard                                         342,893             240,684
      5521 West Washington Boulevard                                         685,786             481,368
      5716 West Washington Boulevard                                         220,360             154,654
      5912 West Washington Boulevard                                         220,360             154,654
      3635 West Cermak Road                                                  444,920             309,508
                                                                          ----------          ----------
                Total                                                     $2,448,865          $1,718,800
                                                                          ==========          ==========
      Payments received or deposited through 1994                         $2,448,865          $1,718,800
                                                                          ==========          ==========
</TABLE>
Of the $2,448,865  received by the  developer,  $1,718,800 was deposited by the
developer into escrow.

The  scheduled  source  and  (use) of funds to be  deposited  into  escrow  with
American National Bank is as follows:

      Deposit required by developer                                 $1,718,800

      Payment to developer at the later of final closing or
         determination of the annual low income housing credit       (659,400)

      Payment to developer at the later of breakeven date or
         95% occupancy date                                          (259,400)

      Operating reserve                                              (800,000)

Final closing and the  determination  of the low income housing credit have both
been achieved, thus $659,400 was disbursed to the developer during 1990.

The break-even date and 95% occupancy were achieved, thus $259,400 was disbursed
to the developer during 1991.

The operating reserve, if not required to fund a net deficit, will be maintained
on the following schedule:
                                                                Required
               Year End                                          Reserve
               --------                                        ---------
         December 31, 1990                                    $  800,000
         December 31, 1991                                       640,000
         December 31, 1992                                       480,000
         December 31, 1993                                       320,000
         December 31, 1994                                       160,000
         December 31, 1995                                             -

During 1994 $160,000 was disbursed to the developer from the operating  reserve.
Consequently,  $480,000 of  additional  reserve  releases  are  available to the
developer as of December 31, 1995.

All interest after escrow fees are to be given to the developer.


<PAGE>

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 1995


MORTGAGE NOTES PAYABLE

The 10%  mortgage  was  refinanced  on April 6, 1995.  The new  8.875%  mortgage
payable is insured by HUD. The apartment  project is pledged as  collateral  for
the note.  Principal and interest payments of $74,916 commenced June 1, 1995 and
continue to May 1, 2035.

As part of the  refinancing  the  remaining  balance of the  original  permanent
mortgage  placement  fees were  amortized in entirety in the year ended December
31, 1995. This resulted in an additional amortization expense of $457,529.

Under  agreements  with the mortgage lender and HUD, the Partnership is required
to make monthly escrow deposits for taxes, insurance, and replacement of project
assets, and is subject to restrictions as to operating policies,  rental charges
and operating expenditures.

At December 31, 1995, the following amounts were held in escrow:

                     Property tax escrow                  $ 47,005
                     Property insurance escrow              39,443
                     Mortgage insurance escrow              28,063
                     Cash replacement reserve               91,651
                                                          --------

                             Total                        $206,163
                                                          ========

The annual principal reduction for each of the next five years is as follows:

                     1996                                 $ 28,896
                     1997                                   31,349
                     1998                                   34,248
                     1999                                   37,414
                     2000                                   40,873

The  liability  of the  Partnership  under the  mortgage  note is limited to the
under-lying value of the real estate collateral.

The junior  mortgage  payable to the City of Chicago  bears  interest  at 3% per
annum and matures at the later of July 1, 2030 or  retirement of the FHA insured
mortgage. Interest and principal are due in a lump sum upon maturity.

MANAGEMENT AND RENTAL

The Partnership has entered into a management  agreement with Prairie Management
Corporation  for the year ending  December 31, 1995. The management fee is equal
to 5.7% of gross monthly collections.

A contract  with the  Department  of Housing and Urban  Development  for Housing
Assistance Payments is currently in effect. Under terms of the contracts, a rent
subsidy is to be paid under  Section 8 of the National  Housing Act.  Also under
the terms of the contracts, the annual rent charged to the tenants is limited to
30% of annual income.


<PAGE>

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 1995


MANAGEMENT AGENT ADVANCES

In connection  with the refinancing of the first  mortgage,  Prairie  Management
Corporation  advanced an initial loan of $319,364  which bears interest at 8.5%.
The principal balance has been paid down to $62,250 at December 31, 1995.


SUPERVISORY MANAGEMENT FEE

Prairie Parc Corp.,  an affiliate of the General  Partners,  is the  Supervisory
Management  Agent.  It  shall  be  entitled  to  a  non-cumulative   Supervisory
Management Fee equal to the lessor of 4% of the gross revenue or 75% of any cash
flow after the priority  distribution of $21,200 is paid to the Investor Limited
Partner.  Both the Supervisory  Management Fee and the priority distribution are
payable only out of surplus cash as defined by the Regulatory  Agreement.  In no
event shall the  management  fee and  supervisory  management  fee exceed 11% of
gross revenues of the project in any fiscal year.


PARTNERSHIP REPORTING FEE

The Investor  Limited Partner shall receive an annual $5,000 fee to reimburse it
for its cost of providing reports.  The fee is payable only out of surplus cash,
capital contributions or project expense loans.

PRIORITY DISTRIBUTION

The priority distribution was amended effective with the refinancing under which
the Investor  Limited Partner is to receive 99% of the surplus cash until it has
received an annual amount equal to $21,200.

CASH FLOW (DEFICIT)

The  following  is a summary of cash flow at December 31, 1995 as defined by the
Limited Partnership Agreement:

                     Net (loss)                            $(797,892)
                                                             -------            
                      Additions:
                        Depreciation                      $  560,271
                        Amortization                         475,739
                        Interest                              94,542
                        Mortgage insurance                     7,290
                        Increase in accrued property taxes    21,282
                        Increase in prepaid insurance            944
                        Increase in accrued interest payable  12,328
                        Increase in accrued management fee    15,827
                                                           ---------

                                   Total additions        $1,188,223
                                                           ---------   


<PAGE>

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 1995
<TABLE>
<CAPTION>


CASH FLOW (DEFICIT) (Cont'd)
                     <S>                                                             <C>

                     Subtractions:
                        Payment for deferred loan fees                               $(176,986)
                        Mortgage principal payments                                   ( 22,907)
                        Payments to reserve accounts, net                             ( 59,008)
                        Increase in mortgage insurance                                (    288)
                        Increase in tenant security
                              deposits - held in trust                                (    980)
                        Payments for depreciable and
                              other assets                                            ( 51,886)
                        Decrease in tenant security deposits -
                              held in trust (contra)                                  (  1,043)
                        Decrease in accounts payable                                  ( 18,551)
                        Due to management agent                                       ( 65,750)
                                                                                     ---------

                                   Total subtractions                                $(397,399)

                     Project cash flow                                               $(  7,068)
                                                                                     =========
</TABLE>


<PAGE>




                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                         SUPPORTING DATA REQUIRED BY HUD
                      FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>


DELINQUENT TENANT ACCOUNTS RECEIVABLE                                            Number of                Amount
                                                                                  Tenants                Past Due
   <S>                                                                               <C>               <C>
  
   Delinquent 30 days or less                                                        28                $     7,212
   Delinquent 31-60 days                                                              5                      5,822
   Delinquent 61-90 days                                                              8                      2,659
   Delinquent over 90 days                                                            6                      1,953
                                                                                     --                -----------

                     Total                                                           47                $    17,646
                                                                                     ==                ===========

MORTGAGE ESCROW DEPOSITS
   Estimated amount required as of December 31, 1995 for future payment of:
      Property tax                                                                                     $    48,427
      Property insurance                                                                                    30,821
      Mortgage insurance                                                                                    26,635

                     Total                                                                             $   105,883

      Total confirmed by mortgagee                                                                         114,512

   Amount on deposit in excess of estimated requirements                                               $     8,629
                                                                                                       ===========

TENANT SECURITY DEPOSITS
   Tenant  security  deposits are held in a separate bank account in the name of
   the Project.


CASH REPLACEMENT RESERVE
   In accordance  with the  provisions of the regulatory  agreement,  restricted
   cash  is to be  held by  Heitman  Financial  Services,  Inc.  to be used  for
   replacement of property with the approval of HUD:
      Balance, January 1, 1995                                                                         $    42,580
      Deposits                                                                                              49,071
      Withdrawals                                                                                                -
                                                                                                        ----------
      Balance, December 31, 1995, confirmed by mortgagee                                               $    91,651
                                                                                                       ===========


ACCOUNTS PAYABLE
   Due within 30 days                                                                                  $    15,408
   Due within 31-60 days                                                                                      -
   Due in more than 60 days                                                                                   -
                                                                                                         ---------

                     Total                                                                             $    15,408
                                                                                                       ===========
</TABLE>




         The accompanying notes are an integral part of this statement.


<PAGE>

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                         SUPPORTING DATA REQUIRED BY HUD
                      FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>


ACCRUED TAXES
   <S>                                            <C>                           <C>         <C>       <C>
                                                                                 Period       Date        Amount
   Description of Tax                             Basis for Accrual             Covered        Due       Accrued
      Property tax                                  Prior year tax               1995        1996     $   159,282
         Cook County Collector                                                                         ===========
            Parcel No. 16-08-415-016-0000
            Parcel No. 16-09-318-001-0000
            Parcel No. 16-09-314-032-0000
            Parcel No. 16-08-413-016-0000
            Parcel No. 16-09-320-001-0000
            Parcel No. 16-26-106-005-0000

</TABLE>

COMPENSATION OF PARTNERS
   During the calendar  year 1995,  the partners of  Boulevard  Commons  Limited
   Partnership did not receive any compensation from rental activities.


SCHEDULE OF UNAUTHORIZED DISTRIBUTIONS
   None


DISTRIBUTIONS PAID TO PARTNERS
   Distributions to partners                                        $   NONE
                                                                  ===========


ACCOUNTS AND NOTES RECEIVABLE - OTHER
   None


ACCOUNTS AND NOTES PAYABLE - OTHER
   None

<TABLE>
<CAPTION>

IDENTITY OF INTEREST COMPANIES
          Company Name              Type of Service  Amount Received
  <S>                                  <C>             <C>     
  Prairie Management Corporation       Management      $   114,186
                                                          ===========
  Prairie Management Corporation       Bookkeeping     $     6,996
                                                         ===========
</TABLE>

     The General  Partners of  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  have no
     identity of interest  with any  suppliers of the Project with the exception
     that the  Partnership  entered  into a  management  agreement  with Prairie
     Management  Corporation,  an affiliate of a general partner, for management
     of the Project.



CHANGES IN OWNERSHIP INTEREST
   None

         The accompanying notes are an integral part of this statement.


<PAGE>



                 U.S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

                      HOUSING-FEDERAL HOUSING COMMISSIONER
             OFFICE OF MULTIFAMILY HOUSING MANAGEMENT AND OCCUPANCY
                 COMPUTATION OF SURPLUS CASH, DISTRIBUTIONS AND
                                RESIDUAL RECEIPTS

PROJECT NAME: BOULEVARD COMMONS FISCAL PERIOD ENDED: PROJECT NUMBER:  071-35592
   LIMITED PARTNERSHIP               12/ 31 / 95
                              PART A - COMPUTE SURPLUS CASH
<TABLE>
<CAPTION>
         <S>                                                                  <C>       <C>
         
         1. Cash (accounts 1110, 1120, 1191, 1192)                            $ 160,643
         ------------------------------------------------------------------------------
  C      2. Tenant subsidy vouchers due for period
  A         by financial statement                                            $ 133,151
         ------------------------------------------------------------------------------
  S      3.   Other (describe)
  H                                                                        $

          (a) Total Cash (Add Line 1,2 and 3)                                           $ 293,794
  --------------------------------------------------------------------------------------------

  C      4. Accrued mortgage interest payable                                 $ 247,729
         ------------------------------------------------------------------------------
  U
  R   5. Delinquent mortgage principal payments                            $
  R
  E      6. Delinquent deposits to reserve for replacements                $
         ----------------------------------------------------------------------
  N
  T      7. Accounts payable (due within 30 days)                             $  15,408
         ------------------------------------------------------------------------------
         8. Loans and notes payable--
  O        (due within 30 days)                                               $
         ----------------------------------------------------------------------
  B
  L      9. Deficient Tax Insurance or MIP Escrow Deposits                    $
         ----------------------------------------------------------------------
  I
  G  10. Accrued expenses(not escrowed)                                    $    15,827
     -------------------------------------------------------------------------------
  A
  T  11. Prepaid Rents (Account 2210)                                      $
     -----------------------------------------------------------------------
  I
  O  12. Tenant security deposits liability (Account 2191)                 $   27,340
     -------------------------------------------------------------------------------
  N
  S  13. Other (Describe)        ADVANCES FROM MANAGEMENT AGENT            $   65,750
     -------------------------------------------------------------------------------

            (b) Less Total Current Obligations(Add Lines 4 through 13)               $ 372,054
     -----------------------------------------------------------------------------------------
            (c) Surplus Cash (Deficiency)(Line (a) minus Line (b))                   $( 78,260)
     ------------------------------------------------------------------------------------------
     PART B - COMPUTE DISTRIBUTIONS TO OWNERS AND REQUIRED DEPOSIT TO RESIDUAL RECEIPTS
  1. Surplus Cash                                                                    $  NONE
       2a. Annual Distribution Earned During Fiscal Period
            Covered by the Statement                                      $
       2b. Distribution Accrued and Unpaid as of the
           End of the Prior Period                                        $
       2c. Distributions paid During Fiscal Period Covered by Statement   $
       3.  Amount to be Carried on Balance Sheet as Distribution
           Earned but Unpaid (Line 2a plus 2b minus 2c)                   $
  -------------------------------------------------------------------------
  4. Amount Available for Distribution During Next Fiscal Period
                                                                                    $ NONE
  5. Deposit Due Residual Receipts
      (Must be deposited with Mortgagee within 60 days after Fiscal Period ends)    $
  -----------------------------------------------------------------------------------
            PREPARED BY                                                 REVIEWED BY
  LOAN TECHNICIAN                                           LOAN OFFICER

  DATE                                                      DATE

</TABLE>


 The accompanying notes are an integral part of this statement. HUD-93486 12-80


<PAGE>





                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                   SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1995


           CHANGES IN FIXED ASSETS
<TABLE>
<CAPTION>

                           A s s e t s                                           Accumulated Depreciation                      Net
           Balance,                                   Balance,      Balance,                               Balance,       Book Value
         January 1,                                December 31,    January 1,     Current               December 31,    December 31,
            1995      Additions    Deductions         1995            1995       Provisions   Deductions      1995         1995
        -----------   ----------   -----------     -----------     -----------   ----------   ----------     -------    -----------
<S>     <C>             <C>           <C>           <C>           <C>           <C>           <C>           <C>      <C>   

Land    $     318,000   $    --       $    --       $   318,000   $      --     $      --     $      --     $    --  $      318,000


Buildings  13,753,423   *  51,886          --        13,805,309     2,634,566       500,774          --     3,135,340    10,669,969


Building
  equipment - 
portable     616,354          --            --           616,354       510,706       59,497          --       570,203        46,151


Maintenance 
equipment      2,381          --            --            2,381          2,381           --          --         2,381          --   
            ---------     ---------     -----------   -----------   -----------   -----------   -----------   ----------- --------- 
  TOTALS $14,690,158   $  51,886     $    --         $14,742,044   $ 3,147,653   $   560,271   $      --   $3,707,924   $11,034,120
           =========     =========     ===========   ===========   ===========   ===========   ===========  ===========  ========== 



</TABLE>


          * Roof Repairs





         The accompanying notes are an integral part of this statement.


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                         SUPPORTING DATA REQUIRED BY HUD
                      FOR THE YEAR ENDED DECEMBER 31, 1995



SCHEDULE OF FUNDS IN FINANCIAL INSTITUTIONS
AS OF DECEMBER 31, 1995:


A.    Funds Held by Mortgagor, Regular Operating Account:

      1.    American National Bank (Checking) *                   $   128,733
      2.    American National Bank (Savings, 3.15%) *                     530
                                                                  -----------
                       Operating Account                          $   129,263


B.    Funds Held by Mortgagor in Trust, Tenant Security Deposit:

      1.    American National Bank (Savings, 3.15%)                   31,280
                                                                 -----------



                        Total Funds Held by Mortgagor            $   160,543
                                                                  -----------


C.    Fund Held by Mortgagee:

      1.    Mortgage Escrow +                                    $   114,512
      2.    Replacement Reserve +                                     91,651
                                                                 -----------


                        Total Funds Held by Mortgagee            $   206,163
                                                                 -----------




TOTAL FUNDS IN FINANCIAL INSTITUTIONS                            $   366,706
                                                                 ===========










* Balances confirmed by American  National  Bank and Trust Company of Chicago +
Balances confirmed by Heitman Financial Services, Inc.






The accompanying notes are an integral part of this statement.


<PAGE>

[LETTERHEAD]
[LOGO]


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                      COMPLIANCE WITH SPECIFIC REQUIREMENTS
                        APPLICABLE TO MAJOR HUD PROGRAMS

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,  Project No.  071-35592,  as of and for the year ended December 31,
1995 and have issued our report thereon dated January 19, 1996.

We have also audited BOULEVARD COMMONS LIMITED PARTNERSHIP's compliance with the
specific program requirements  governing federal financial  reporting,  mortgage
status, replacement reserve, security deposits, cash receipts and disbursements,
distributions to owners, tenant applications,  eligibility, and recertification,
and management functions that are applicable to its major HUD-assisted  programs
for the year ended  December  31, 1995.  The  management  of  BOULEVARD  COMMONS
LIMITED PARTNERSHIP is responsible for compliance with those  requirements.  Our
responsibility  is to express an opinion on compliance  with those  requirements
based on our audit.

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
(the "Guide")  issued by the U.S.  Department of Housing and Urban  Development,
Office of Inspector  General in July 1993. Those standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
material  noncompliance  with the  requirements  referred to above occurred.  An
audit includes  examining,  on a test basis,  evidence about  BOULEVARD  COMMONS
LIMITED  PARTNERSHIP's  compliance with those requirements.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  BOULEVARD COMMONS LIMITED PARTNERSHIP complied, in all material
respects with the requirements  described above that are applicable to its major
HUD assisted programs, for the year ended December 31, 1995.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.


/s/ Haran & Assocoates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580
January 19, 1996



<PAGE>

[LETTERHEAD]
[LOGO]

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                                INTERNAL CONTROL

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,  Project No.  071-35592,  as of and for the year ended December 31,
1995 and have issued our report  thereon  dated  January 19, 1996.  We have also
audited  BOULEVARD  COMMONS LIMITED  PARTNERSHIP's  compliance with requirements
applicable to the major HUD-assisted programs and have issued our report thereon
dated January 19, 1996.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States and the  Consolidated  Audit Guide for Audits of HUD Programs (the
"Guide"), issued by he U.S. Department of Housing and Urban Development,  Office
of the  Inspector  General in July 1993.  Those  standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  complied  with  laws and  regulations,
noncompliance with which would be material to a major HUD-assisted programs.

The management of BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  The  objectives  of an internal  control  structure  are to provide
management  with  reasonable,  but  not  absolute,  assurance  that  assets  are
safeguarded   against  loss  from  unauthorized  use  or  disposition  and  that
transactions  are executed in accordance  with  management's  authorization  and
recorded  properly  to  permit  the  preparation  of  financial   statements  in
accordance with generally accepted  accounting  principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations. Because
of  inherent   limitations   in  any   internal   control   structure,   errors,
irregularities or instances of noncompliance  may nevertheless  occur and not be
detected.  Also, projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate  because of changes
in conditions or that the  effectiveness of the design and operation of policies
and procedures may deteriorate.

In planning  and  performing  our audits,  we obtained an  understanding  of the
design of relevant  internal  control  structure  policies  and  procedures  and
determined  whether they had been placed in operation,  and we assessed  control
risk in order to determine our auditing procedures for the purpose of expressing
our  opinions  on  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP and on its compliance with specific  requirements  applicable to its
major  HUD-assisted  programs and to report on the internal control structure in
accordance  with the provisions of the Guide and not to provide any assurance on
the internal control structure.


<PAGE>

[LETTERHEAD]
[LOGO]

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                          INTERNAL CONTROL (CONTINUED)



We  performed  tests of  controls,  as  required by the Guide,  to evaluate  the
effectiveness  of the design and  operation  of the internal  control  structure
policies and procedures  that we considered  relevant to preventing or detecting
material  noncompliance  with  specific  requirements  applicable  to  BOULEVARD
COMMONS LIMITED PARTNERSHIP's major HUD-assisted  programs.  Our procedures were
less in scope than would be necessary  to render an opinion on internal  control
structure  policies  and  procedures.  Accordingly,  we do not  express  such an
opinion.

Our consideration of the internal control structure policies and procedures used
in administering major HUD-assisted  programs would not necessarily disclose all
matters  in the  internal  control  structure  that  might  constitute  material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of one or more of the internal  control  structure  elements  does not
reduce to a  relatively  low level  the risk  that  noncompliance  with laws and
regulations that would be material to a major HUD-assisted program may occur and
not be detected  within a timely  period by  employees  in the normal  course of
internal  control  structure and its operations  that we consider to be material
weaknesses as defined above.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.


/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate NO. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 19, 1996

<PAGE>
[LETTERHEAD]
[LOGO]

                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                            AFFIRMATIVE FAIR HOUSING




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,  Project No.  071-35592,  as of and for the year ended December 31,
1995, and have issued our report thereon dated January 19, 1996.

We have applied  procedures  to test  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP's
compliance  with the  Affirmative  Fair Housing  requirements  applicable to its
HUD-assisted programs, for the year ended December 31, 1995.

Our procedures were limited to the applicable  compliance  requirement described
in the  Consolidated  Audit Guide for Audits of HUD programs  issued by the U.S.
Department of Housing and Urban Development, Office of Inspector general in July
1993.  Our  procedures  were  substantially  less in scope  than an  audit,  the
objective of which would be the  expression  of an opinion on BOULEVARD  COMMONS
LIMITED PARTNERSHIP's compliance with the Affirmative Fair Housing requirements.
Accordingly, we do not express such an opinion.

The  results  of the test  disclosed  no  instances  of  noncompliance  that are
required to be reported herein under the Guide.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.


/s/ Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit partner:  James E. Haran  (847)853-2580

January 19, 1996











<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592



                    EMPLOYER IDENTIFICATION NUMBER 36-3539155


                         CERTIFICATE OF GENERAL PARTNERS




                 We hereby certify that we have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of our

                 knowledge and belief, the same is complete and accurate.



                             BOULEVARD COMMONS LIMITED PARTNERSHIP


                         By__________________________________________
                                          Robert C. King

                         Title            General Partner


                         Date             January 19, 1996




                         By__________________________________________


                         Title            General Partner


                         Date             January 19, 1996


















<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592




                         CERTIFICATE OF MANAGEMENT AGENT




                 I hereby certify that I have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of my

                 knowledge and belief, the same is complete and accurate.



                                 PRAIRIE MANAGEMENT CORPORATION
                                              MANAGEMENT AGENT


                         By__________________________________________
                                          Robert C. King

                         Title               President


                         Date             January 19, 1996


























<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        12-MOS
<FISCAL-YEAR-END>                                    MAR-31-1996
<PERIOD-END>                                         MAR-31-1996
<CASH>                                               678,567
<SECURITIES>                                         1,998,381
<RECEIVABLES>                                        67,483
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     4,067
<PP&E>                                               1,135,368
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       10,458,754<F1>
<CURRENT-LIABILITIES>                                300,767
<BONDS>                                              1,092,025
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           9,006,743
<TOTAL-LIABILITY-AND-EQUITY>                         10,458,754<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     191,229<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     (208,204)<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   19,685
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (2,278,003)<F5>
<EPS-PRIMARY>                                        $(45.10)
<EPS-DILUTED>                                        000
<FN>
<F1>Included  in total assets is  $6,447,339  of  Investments  in Local  Limited
Partnerships,  $5,816 of replacement reserve escrow, $70,140 in bond trusts, and
$51,593 of deferred charges.
<F2>This  amount  includes  $59,218 of minority  interest  in the Local  Limited
Partnership.
<F3>This  amount  includes  $130,960 of  investment  revenue,  $22,721 of rental
revenue, and $37,548 of other revenue.
<F4>This  amount  includes an  adjustment  to the  provision  for  valuation  of
investments  in  Local  Limited   Partnerships   of   $(510,048),   $106,515  of
amortization,  $173,259  of  general  and  administrative  expenses,  $13,575 of
depreciation, and $8,495 of rental operations.
<F5>This  amount  reflects  Equity in losses of Local  Limited  Partnerships  of
$2,657,886, and $135 of minority interest.
</FN>
        

</TABLE>


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