February 13, 1996
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Boston Financial Qualified Housing Limited Partnership
Report on Form 10-Q for Quarter Ended December 31, 1995
File No. 0-16796
Dear Sir/Madam:
Pursuant to the requirements of Rule 901(d) of Regulation S-T, enclosed is one
copy of subject report.
Please stamp and return the enclosed copy of this letter in the enclosed
stamped, self-addressed envelope to acknowledge receipt of this filing.
Very truly yours,
Marie D. Ricciardi
Assistant Controller
QH1-10Q3.DOC
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
For Quarter Ended December 31, 1995 Commission file number 0-16796
Boston Financial Qualified Housing Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 04-2947737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Arch Street, Boston, Massachusetts 02110-1106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617)439-3911
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 .
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheets - December 31, 1995 (Unaudited)
and March 31, 1995 1
Statements of Operations (Unaudited) - For the Three and
Nine Months Ended December 31, 1995 and 1994 2
Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
For the Nine Months Ended December 31, 1995 3
Statements of Cash Flows (Unaudited) - For the Nine
Months Ended December 31, 1995 and 1994 4
Notes to Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION
Items 1-6 12
SIGNATURE 13
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1995 1995
(Unaudited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 315,035 $ 308,216
Other current assets 87,152 25,339
------------ ------------
Total current assets 402,187 333,555
Marketable securities (Note 1) 2,038,798 2,066,336
Investments in Local Limited Partnerships
(net of provision for valuation of $902,407
at December 31, 1995 and $1,297,574 at
March 31, 1995) (Note 2) 8,141,733 8,958,277
------------ ------------
Total Assets $ 10,582,718 $11,358,168
============ ============
Liabilities and Partners' Equity
Current liabilities:
Accounts payable and accrued expenses $ 26,814 $ 90,057
Reimbursements due to affiliates 10,685 11,746
------------ ------------
Total current liabilities 37,499 101,803
Partners' Equity 10,545,219 11,256,365
------------ ------------
Total Liabilities and Partners' Equity $ 10,582,718 $11,358,168
============ ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31, December 31, December 31,
1995 1994 1995 1994
------------- ------------- ------------- ---------
<S> <C> <C> <C> <C>
Revenues:
Other $ 141,470 $ 1,350 $ 147,069 $ 9,700
Investment 38,236 23,830 102,809 30,897
------------- ------------- ------------- -------------
Total Revenue 179,706 25,180 249,878 40,597
------------- ------------- ------------- -------------
Expenses:
General and administrative
(includes reimbursements to
affiliates in the amounts of
$95,457 and $81,395 in
1995 and 1994, respectively) 34,432 59,356 169,556 220,734
Amortization 27,451 27,625 80,442 82,878
Adjustment to provision for
valuation of investments
in Local Limited Partnerships (156,758) (78,827) (395,167) (225,986)
------------- ------------- ------------- -------------
Total Expenses (94,875) 8,154 (145,169) 77,626
------------- ------------- ------------- -------------
Income (Loss) before equity in
losses of Local
Limited Partnerships 274,581 17,026 395,047 (37,029)
Equity in losses of
Local Limited Partnerships (703,200) (534,812) (1,158,372) (1,624,635)
------------- ------------- ------------- -------------
Net Loss $ (428,619) $ (517,786) $ (763,325) $ (1,661,664)
============= ============= ============= =============
Net Loss allocated:
To General Partners $ (4,286) $ (5,178) $ (7,633) $ (16,617)
To Limited Partners (424,333) (512,608) (755,692) (1,645,047)
------------- ------------- ------------- -------------
$ (428,619) $ (517,786) $ (763,325) $ (1,661,664)
============= ============= ============= =============
Net Loss per Limited
Partnership Unit (50,000 Units) $(8.48) $ (10.25) $(15.11) $ (32.90)
====== ======== ======= =========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
(Unaudited)
For the Nine Months Ended December 31, 1995
<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, 1995 $(321,649) $4,648 $11,601,784 $(28,418) $11,256,365
Net unrealized gains on marketable
securities held for sale - - - 52,179 52,179
Net Loss (7,633) - (755,692) - (763,325)
----------- ------ ------------ --------- ------------
Balance at December 31, 1995 $ (329,282) $4,648 $ 10,846,092 $ 23,761 $ 10,545,219
=========== ====== ============ ========= ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
Net cash used for operating activities $ (48,568) $ (175,993)
------------ -----------
Cash flows from investing activities:
Investment in Local Limited Partnerships (36,353) -
Cash distributions received from Local
Limited Partnerships 9,250 7,500
Purchases of marketable securities (1,547,205) (1,926,222)
Proceeds from sales and maturities of
marketable securities 1,629,695 2,586,151
------------ -----------
Net cash provided by investing activities 55,387 667,429
------------ -----------
Net increase in cash and cash
equivalents 6,819 491,436
Cash and cash equivalents, beginning 308,216 44,790
------------ -----------
Cash and cash equivalents, ending $ 315,035 $ 536,226
============ ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included with the Partnership's 10-K for the year
ended March 31, 1995. In the opinion of management, these financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the Partnership's financial position and results of
operations. The results of operations for the periods may not be indicative of
the results to be expected for the year. Certain reclassifications have been
made to prior period financial statements to conform to current period
classifications.
1. 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 $ 1,394,668 $ 18,797 $ (2,407) $ 1,411,058
Mortgage backed securities 248,957 2,743 - 251,700
Other debt securities 371,412 5,056 (428) 376,040
------------ --------- ------------ ------------
Marketable securities
at December 31, 1995 $ 2,015,037 $ 26,596 $ (2,835) $ 2,038,798
============ ========= ============ ============
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 December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Fair
Cost Value
<S> <C> <C>
Due in one year or less $ - $ -
Due in one year to five years 1,556,416 1,574,473
Due in five to ten years 209,664 212,625
Mortgage backed securities 248,957 251,700
----------- -----------
$ 2,015,037 $ 2,038,798
=========== ===========
</TABLE>
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
1. Marketable Securities (continued)
Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the sales of fixed
maturities were approximately $1,630,000 during the nine months ended December
31, 1995. Included in investment income are gross gains of $9,950 and gross
losses of $7,177 which were realized on these sales.
2. Investments in Local Limited Partnerships
The Partnership has acquired interests in thirty-four Local Limited Partnerships
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, 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:
<TABLE>
<CAPTION>
December 31,
1995
<S> <C>
(Unaudited)
Capital contributions to Local Limited
Partnerships and purchase price paid to
withdrawing partners of Local Limited
Partnerships $ 36,688,283
Cumulative equity in losses of Local
Limited Partnerships (excluding
cumulative unrecognized losses of $8,739,462) (30,386,544)
Cumulative cash distributions received
from Local Limited Partnerships (1,080,358)
Investments in Local Limited Partnerships
before adjustment 5,221,381
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 4,770,577
Accumulated amortization of acquisition
fees and expenses (947,818)
Investments in Local Limited Partnerships 9,044,140
Provision for valuation of Investments in
Local Limited Partnerships (902,407)
$8,141,733
</TABLE>
The prior three years' financial statements of 2225 New York Avenue, LTD ("2225
New York Avenue"), a Local Limited Partnership in which the Partnership has
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 losses in the prior three years, has severe
liquidity problems and recurring cash deficits.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
Pebble Creek continues to operate at a deficit and has defaulted on its mortgage
due to occupancy problems and high maintenance expenses. These factors, among
others, raise substantial doubts as to 2225 New York Avenue's ability to
continue as a going concern. As such, the Partnership provided a provision for
valuation of $1,885,841 against its investment in 2225New York Avenue at March
31, 1992. This provision has been adjusted to $629,407 in the financial
statements to reflect the Partnership's share of net losses of 2225 New York
Avenue through December 31, 1995. The Partnership has also provided a provision
for valuation of $273,000 for its investment in one other Local Limited
Partnership, Graver Inn, because there is evidence of a non-temporary decline
in the amount of its investment.
<TABLE>
<CAPTION>
Summarized Balance Sheets - September 30, 1995 (Unaudited)
<S> <C>
Assets:
Investment property, net $ 109,861,075
Current assets 4,722,444
Other assets 8,863,526
---------------
Total Assets $ 123,447,045
===============
Liabilities and Partners' Deficit:
Current liabilities $ 4,866,407
Long-term debt 111,000,701
Other liabilities 14,816,059
---------------
Total Liabilities 130,683,168
Partners' Deficit (7,236,123)
---------------
Total Liabilities and Partners' Deficit $ 123,447,045
===============
Summarized Income Statements - For the
nine months ended September 30, 1995 (Unaudited)
Revenue:
Rental $ 15,228,572
Other 935,581
--------------
Total Revenue 16,164,153
Expenses:
Operating 7,387,118
Interest 7,831,637
Depreciation and amortization 3,785,077
--------------
Total Expenses 19,003,832
Net Loss $ (2,839,679)
==============
Partnership's share of Net Loss $ (2,808,773)
==============
Other Partners' share of Net Loss $ (30,906)
==============
</TABLE>
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
2. Investments in Local Limited Partnerships (continued)
For the nine months ended December 31, 1995, the Partnership has not recognized
$1,650,401 of equity in losses relating to twelve Local Limited Partnerships
where cumulative equity in losses exceeded its total investments.
3. Other Matters
As previously reported, Terrace Housing Associates, Ltd. ("Terrace"), Rolling
Green Associates, Ltd. ("Rolling Green"), and 2225 New York Ave. Ltd. ("Pebble
Creek") successfully obtained summary judgments against HUD rolling back their
rents. Terrace Housing Associates, Ltd. v. Cisneros, et al., Civ. 92-786-T (W.D.
Okla.), Rolling Green Housing Associates, Ltd. v. Cisneros, et al., Civ.
92-1372-T (W.D. Okla.) and 2225 New York Ave. Ltd. v. Cisneros, et al., Civ.
Action No. 4-92CV560Y (N.D. Tex.). Terrace, Rolling Green and Pebble Creek are
subsidized under the Mod Rehab Program. On August 9, 1994, and then again on
November 18, 1994, in clear and strong rulings, the U.S. Courts of Appeals for
the Tenth Circuit and the Fifth Circuit, each respectively affirmed the U.S.
District Courts rulings in Terrace, Rolling Green, and Pebble Creek.
In addition, as previously reported, HUD alleged that Pebble Creek violated
certain requirements relating to the relocation of tenants at that property
while the project was being renovated. HUD demanded that it be reimbursed for
all subsidy payments made with respect to the so-called 161 "ineligible" units.
The latter matter was the subject of an administrative appeal.
Under the coordination of the General Partner, most Local General Partners of
Mod Rehab Properties have now entered into a settlement agreement with HUD
regarding the Mod Rehab matter.
In summary, the settlement agreement provides that if certain criteria are met,
the mortgages on the Mod Rehab properties will be refinanced; debt service
savings will then be passed along to HUD in the form of reduced Section 8
payments. In return, HUD has agreed to release any and all rent rollback or
ineligible unit/relocation claims for Mod Rehab properties which participate in
the settlement. In addition, HUD has agreed to promptly pay certain rent
adjustments which it has previously withheld from certain Mod Rehab Program
Properties. The General Partner believes that the settlement is favorable to the
Partnership and its Properties. Some Mod Rehab Program Properties involved in
litigation have received money consisting of rental rollbacks or ineligible
unit/relocation claims which was previously withheld by HUD.
As previously reported, there have been investigations and prosecutions
involving certain developers and other persons related to the Mod Rehab Program.
It appears that such investigations and prosecutions are winding down, and it is
not currently expected that these matters will have any material adverse impact
on the Partnership and its Properties.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At December 31, 1995, the Partnership had cash and cash equivalents of
$315,035, compared with $308,216 at March 31, 1995. The decrease is
primarily attributable to net cash used for operations and purchases of
marketable securities, partially offset by proceeds received from sales and
maturities of marketable securities and distributions received from Local
Limited Partnerships.
The Managing General Partner initially allocated 5% of the Gross
Proceeds to 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. Approximately $2,101,000 of the
Gross Proceeds has been reserved and invested in various securities.
Management believes that the investment income earned on the reserves,
along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the
Partnership's ongoing operations and any contingencies that may arise.
Since the Partnership invests as a limited partner, the Partnership has no
contractual duty to provide additional funds to Local Limited Partnerships
beyond its specific investment. Thus, at December 31, 1995, the Partnership had
no contractual or other obligation to any Local Limited Partnerships 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.
Cash Distributions
No cash distributions were made during the nine months ended December 31,
1995. In prior years, cash available for distribution was derived from the
interest earned on the temporary investment of Partnership's funds, at money
market rates, prior to the limited funds being contributed to the Partnership's
Local Limited Partnership investment.
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
For the three and nine months ended December 31, 1995, the Partnership
operations resulted in a net losses of $428,619 and $763,325, as compared to net
losses of $517,786 and $1,661,664 for the respective periods in 1994. The
decrease in net loss is primarily attributable to a decrease in equity in losses
of Local Limited Partnerships, an adjustment to the provision for valuation of
investments in Local Limited Partnerships, an increase in investment revenue and
a decrease in general and administrative expenses.
The decrease in the equity in losses of Local Limited Partnerships is due
to receipt of rent rollback and ineligible unit/relocation claims which were
previously withheld by HUD. The provision for valuation of investments in Local
Limited Partnerships reflects the current period equity in losses and
amortization attributable to one Local Limited Partnership.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Investment revenue increased due to favorable market conditions during the
1995 period. General and administrative expenses decreased due to the
management's efforts to contain certain partnership administrative costs.
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 768 apartments were newly constructed
and twenty of the properties with 2,089 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 has 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. As previously reported, the Local
General Partners have expressed their desire to sell their ownership interests
in the property. At this time, the Managing General Partner is working with them
to reach an agreement.
Cass House and Verdean Gardens, Massachusetts properties which share a
common Local General Partner, continue to operate 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 subsidies. Cass House has recently received
approval for the additional subsidy while Verdean Gardens has just started the
application process. 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.
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 Managing General Partner has replaced the Local General Partner
and construction has begun to repair the damaged units. Additionally, the
mortgage default was cured by a forbearance agreement with the lender which will
provides debt relief for the property. The agreement required the contribution
of approximately $180,000 in fund reserves to make necessary capital
improvements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Property Discussions (continued)
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.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended December 31, 1995.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
(A Limited Partnership)
SIGNATURE
Pursuant to the requirements 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.
DATED: February 13, 1996 BOSTON FINANCIAL QUALIFIED HOUSING
LIMITED PARTNERSHIP
By: 29 Franklin Street, Inc.,
its Managing General Partner
/s/ Georgia Murray
Georgia Murray
A Managing Director, Treasurer
and Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 315,035
<SECURITIES> 2,038,798
<RECEIVABLES> 87,152
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,582,718<F1>
<CURRENT-LIABILITIES> 37,499
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 10,545,219
<TOTAL-LIABILITY-AND-EQUITY> 10,582,718
<SALES> 0
<TOTAL-REVENUES> 249,878<F2>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (145,169)<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (763,325)<F4>
<EPS-PRIMARY> $(15.11)
<EPS-DILUTED> 0
<FN>
<F1>Included in total assets is $8,141,733 of Investments in Local Limited
Partnerships.
<F2>This amount includes $102,809 of investment revenue and $147,069 of
other revenue.
<F3>This amount includes an adjustment to the provision for valuation of
investments in Local Limited Partnerships of $(395,167), $80,442 of
amortization and $169,556 of general and administrative expenses.
<F4>This amount reflects Equity in Losses of Local Limited
Partnerships of $1,158,372.
</FN>
</TABLE>
