BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LP II
10-K/A, 1998-04-16
OPERATORS OF APARTMENT BUILDINGS
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April 16, 1998




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

Re:     Boston Financial Qualified Housing Tax Credits L.P. II
        Report on Form 10-K/A for Year Ended March 31, 1997
        File No. 0-17777



Dear Sir/Madam:


In response to your staff comment letter dated March 3, 1998 concerning the 
above referenced Partnership's filing of Form 10-K for Year Ended 3/31/97, we 
are herewith filing an amended Form 10-K for the Year Ended 3/31/97.


Very truly yours,


/s/Dianne Groark
Dianne Groark
Senior Portfolio Accountant






QH210KA.DOC
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A

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

For the fiscal year ended                               Commission file number
March 31, 1997                                                   0-17777

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L. P. II
             (Exact name of registrant as specified in its charter)
        Delaware                                           04-3002607
(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)
                                     60,000

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.
                     $60,000,000 as of March 31, 1997


<PAGE>


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

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

In  response to this  portion of Item 14, the  financial  statements,  financial
statement  schedules and the auditors' reports relating thereto are submitted as
a separate section of this Report. See Index 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  regulations  of  the  Securities  and  Exchange
Commission are not required under related  instructions or are  inapplicable and
therefore have been omitted.

       (a)(3)      Exhibit Index contained herein
       (a)(3)(b)   Reports on Form 8-K:
                   No reports on Form 8-K were filed  during the  quarter  ended
March 31, 1997.

       (a)(3)(c)   Exhibits





<PAGE>


                 BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS II
                             (A Limited Partnership)

                           Annual Report on form 10-K
                        For The Year Ended March 31, 1997
                         Reports of Independent Auditors


<PAGE>



MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


Independent Auditors' Report

February 4, 1997

Newport Housing Associates
224 Maine Avenue
Gardiner, Maine


We have audited the accompanying  balance sheet of Newport Housing Associates (a
limited  partnership)  as of December 31, 1996,  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 Newport Housing Associates as
of December 31, 1996,  and the results of its  operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/Macdonald Page & Co.
Certified Public Accountants


<PAGE>



MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330



           Independent Auditors' Report

February 14, 1996

Newport Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine


We have audited the accompanying  balance sheet of Newport 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 Newport 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 principles.


/s/Macdonald Page & Co.
Certified Public Accountants



<PAGE>



MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


           Independent Auditors' Report

February 10, 1995

Newport 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 Newport 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 Newport
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>



MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


           Independent Auditors' Report

February 4, 1997

Unity Family Housing Associates
224 Maine Avenue
Gardiner, Maine


We  have  audited  the  accompanying  balance  sheet  of  Unity  Family  Housing
Associates  (a Limited  Partnership)  as of December 31,  1996,  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 Unity Family Housing Associates
as of December 31, 1996,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

/s/Macdonald Page & Co.
Certified Public Accountants


<PAGE>




MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


           Independent Auditors' Report

February 14, 1996

Unity 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 Unity  Family  Housing  Associates  (a  Limited
Partnership) as of December 31, 1995, and the related  statements of revenue and
expenses - income tax basis, 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 Unity Family Housing Associates
as of December 31, 1995,  and the results of its  operations  and cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/Macdonald Page & Co.
Certified Public Accountants


<PAGE>


MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


           Independent Auditors' Report

February 10, 1995

Unity 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 Unity  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 Unity
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>



MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


Independent Auditors' Report

February 4, 1997

Buckfield Housing Associates
224 Maine Avenue
Gardiner, Maine


We have audited the accompanying  balance sheet of Buckfield Housing  Associates
(a limited  partnership) as of December 31, 1996, 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 Buckfield Housing Associates as
of December 31, 1996,  and the results of its  operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/Macdonald Page & Co.
Certified Public Accountants





<PAGE>


MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330


           Independent Auditors' Report

February 14, 1996

Buckfield Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine


We have audited the accompanying  balance sheet of Buckfield 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 Buckfield 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 principles.


/s/Macdonald Page & Co.
Certified Public Accountants




<PAGE>



MACDONALD PAGE
Certified Public Accountants
30 Long Creek Drive South Portland, Maine 04106  (207) 774-5701
P.O. Box 2389 Augusta, Maine 04388 (207) 621-0330

Independent Auditors' Report

                                                        February 10, 1995

Buckfield 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 Buckfield  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 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 Buckfield 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]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Willow Creek Housing Associates, Ltd.
HUD Project No. 125-94008
Reno, Nevada

We  have  audited  the  accompanying  balance  sheet  of  Willow  Creek  Housing
Associates,  Ltd., dba Willow Creek Apartments, HUD Project No. 125-94008, as of
December 31, 1996,  and the related  statements of income and 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 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 audit  provides a  reasonable  basis for our
opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Willow Creek Housing  Associates,  Ltd. dba
Willow Creek Apartments,  HUD Project No. 125-94008 as of December 31, 1996, 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,  we have also issued a report
dated  February  10,  1997,  on  our   consideration  of  Willow  Creek  Housing
Associates,  Ltd.  dba Willow  Creek  Apartments,  HUD  Project  No.  125-94006,
internal  control  structure  and  reports  dated  February  10,  1997,  on  its
compliance with laws and regulations.



<PAGE>


To the General Partners
Willow Creek Housing Associates, Ltd.
Page 2

The accompanying  supplementary information shown on pages 13 to 21 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/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 10, 1997


<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Willow Creek Housing Associates, Ltd.
HUD Project No. 125-94008
Reno, Nevada

We  have  audited  the  accompanying  balance  sheet  of  Willow  Creek  Housing
Associates,  Ltd., HUD Project No.  125-94008,  as of December 31, 1995, and the
related  statement of income and partners'  equity,  and statement of 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 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 audit  provides a  reasonable  basis for our
opinion.  In our  opinion,  the  financial  statements  present  fairly,  in all
material respects,  the financial  position of Willow Creek Housing  Associates,
Ltd.,  HUD Project No.  125-94008 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 31, 1996, on our
consideration  of  Willow  Creek  Housing  Associates,  Ltd.,  HUD  Project  No.
125-94006, internal control structure and reports dated January 31, 1996, on its
compliance with specific requirements applicable to major HUD programs, specific
requirements  applicable to Affirmative Fair Housing, and specific  requirements
applicable to nonmajor HUD program transactions.



<PAGE>



To the General Partners
Willow Creek Housing Associates, Ltd.
Page 2


Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 13 to 20 is  presented  for  purpose  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/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
January 31, 1996


<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Willow Creek Housing Associates, Ltd.
HUD Project No. 125-10515 REF
Reno, Nevada

We  have  audited  the  accompanying  balance  sheet  of  Willow  Creek  Housing
Associates, Ltd., (a Limited Partnership),  HUD Project No. 125-10515, REF as of
December 31, 1994, and the related statement of income and partners' equity, and
statement of 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 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,  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 statements and the Guide 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
audit provides a reasonable basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Willow Creek Housing Associates,  Ltd., HUD
Project  No.  125-10515  REF 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 supplemental information included
in these financial statements shown on pages 13 through 20 has been subjected to
the  same  auditing  procedures  applied  in the  audit of the  basic  financial
statements and, in our opinion,  is presented fairly in all material respects in
relation to the basic financial statements taken as a whole.


/s/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 15, 1995






<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Birch Associates Limited Partnership
dba Reno Apartments I-IV
HUD Project No. 125-94006
Reno, Nevada

We have  audited the  accompanying  balance  sheet of Birch  Associates  Limited
Partnership, dba Reno Apartments I-IV, HUD Project No. 125-94006, as of December
31, 1996, and the related  statements of income and 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 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 audit  provides a  reasonable  basis for our
opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Birch Associates Limited  Partnership,  dba
Reno  Apartments  I-IV,  HUD  Project  No.  125-9400,  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,  we have also issued a report
dated  February 10,  1997,  on our  consideration  of Birch  Associates  Limited
Partnership,  dba Reno  Apartments  I-IV,  HUD Project No.  125-94006,  internal
control  structure and reports dated February 10, 1997, on its  compliance  with
laws and regulations.



<PAGE>



To the General Partners
Birch Associates Limited Partnership
Page 2

The accompanying  supplementary information shown on pages 13 to 21 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/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 10, 1997



<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Birch Associates Limited Partnership
dba Reno Apartments I-IV
HUD Project No. 125-94006
Reno, Nevada

We have  audited the  accompanying  balance  sheet of Birch  Associates  Limited
Partnership, dba Reno Apartments I-IV, HUD Project No. 125-94006, as of December
31, 1995, and the related  statements of income and 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 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 audit  provides a  reasonable  basis for our
opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Birch Associates Limited  Partnership,  dba
Reno Apartments I-IV, HUD Project No. 125-94006 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,  we have also issued a report
dated  February  9,  1996,  on our  consideration  of Birch  Associates  Limited
Partnership,  dba Reno  Apartments  I-IV,  HUD Project No.  125-94006,  internal
control  structure and reports dated  February 9, 1996, on its  compliance  with
specific  requirements  applicable to major HUD programs,  specific requirements
applicable to Affirmative Fair Housing, and specific requirements  applicable to
nonmajor HUD program transactions.


<PAGE>



To  the  General  Partners  Birch
Associates Limited Partnership Page 2

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  Accompanying   supplementary
information  shown on pages 13 to 20 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/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 9, 1996



<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Birch Associates Limited Partnership
dba Reno Apartments I-IV
HUD Project No. 125-10508 REF
Reno, Nevada

We have  audited the  accompanying  balance  sheet of Birch  Associates  Limited
Partnership,  dba Reno  Apartments  I-IV,  HUD Project No.  125-10508 REF, as of
December 31, 1994, and the related statement of income and partners' equity, and
statement of 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 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,  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 statements and the Guide 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
audit provides a reasonable basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Birch Associates Limited  Partnership,  dba
Reno Apartments I-IV HUD Project No.  125-10508 REF 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  supplemental
information  included in these financial statements shown on pages 13 through 18
has been subjected to the same auditing  procedures  applied in the audit of the
basic  financial  statements  and, in our opinion,  is  presented  fairly in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 15, 1995




<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Linden Housing Associates, Ltd.
dba Linden Apartments
HUD Project No. 125-94007
Reno, Nevada

We have audited the  accompanying  balance sheet of Linden  Housing  Associates,
Ltd., dba Linden Apartments, HUD Project No. 125-94007, as of December 31, 1996,
and the related statement of income and 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 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 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 Linden Housing  Associates,  Ltd,
dba Linden  Apartments,  HUD Project No.  125-94007 as of December 31, 1996, 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 we have also issued a report
dated  February 10, 1997, on our  consideration  of Linden  Housing  Associates,
Ltd.,  dba Linden  Apartments,  HUD  Project  No.  125-94007,  internal  control
structure and reports dated February 10, 1997, on its  compliance  with laws and
regulations


<PAGE>



To the General Partners
Linden Housing Associates, Ltd.
Page 2

The accompanying  supplementary information shown on pages 13 to 21 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/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 10, 1997


<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Linden Housing Associates, Ltd.
dba Linden Apartments
HUD Project No. 125-94007
Reno, Nevada

We have audited the  accompanying  balance sheet of Linden  Housing  Associates,
Ltd., dba Linden Apartments, HUD Project No. 125-94007, as of December 31, 1995,
and the related statement of income and partners' equity,  and statement of 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 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 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 Linden Housing  Associates,  Ltd,
dba Linden  Apartments,  HUD Project No.  125-94007 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 26, 1996, on our
consideration of Linden Housing  Associates,  Ltd., dba Linden  Apartments,  HUD
Project No. 125-94007,  internal control structure and reports dated January 26,
1996,  on its  compliance  with  specific  requirements  applicable to major HUD
programs,  specific  requirements  applicable to Affirmative  Fair Housing,  and
specific requirements applicable to nonmajor HUD program transactions.


<PAGE>


To the General Partners
Linden Housing Associates, Ltd.
Page 2

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  Accompanying   supplementary
information  shown on pages 13 to 20 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/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
January 26, 1996


<PAGE>



[Letterhead]


           INDEPENDENT AUDITORS' REPORT

To the General Partners
Linden Housing Associates, Ltd.
dba Linden Apartments
FHA Project No. 125-10511 REF
Reno, Nevada

We have audited the  accompanying  balance sheet of Linden  Housing  Associates,
Ltd., (a Limited Partnership),  dba Linden Apartments, FHA Project No. 125-10511
REF, as of December 31, 1994, and the related  statement of income and partners'
equity,  and  statement of 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 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,  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 statements and the Guide 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
audit provides a reasonable basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  financial  position of Linden  Housing  Associates,  Ltd., dba Linden
Apartments,  FHA Project No.  125-10511  REF 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  supplemental
information  included in these financial statements shown on pages 13 through 18
has been subjected to the same auditing  procedures  applied in the audit of the
basic  financial  statements  and, in our opinion,  is  presented  fairly in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/Proctor & Gaub
PROCTOR & GAUB
Reno, Nevada
February 15, 1995



<PAGE>





[Letterhead]
[LOGO]
RD HOAG & ASSOCIATES

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Eastmont Estates Associates

We have audited the accompanying balance sheets of HUD No.  033-35194-PM-SR (the
"Project") of Eastmont Estates Associates (A Limited Partnership) as of December
31,  1996 and 1995,  and the related  statements  of  operations  and changes in
partners'  equity,  and cash flows for the years  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 have  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 HUD Project No. 033-35194-PM-SR
of Eastmont Estates Associates as of December 31, 1996 and 1995, and the results
of its operations and changes in partners' equity,  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 7, 1997, on our
consideration  of HUD Project No.  033-35194-PM-SR  (The  "Project") of Eastmont
Estates  Associates  internal control  structure,  and reports dated February 7,
1997,  on its  compliance  with  specific  requirements  applicable to major HUD
programs,  specific  requirements  applicable to Affirmative  Fair Housing,  and
specific requirements applicable to nonmajor HUD program transactions.


/s/R.D. Hoag & Assoc. P.C.
R.D. Hoag & Associates,
A Professional Corporation
February 7, 1997
Pittsburgh, Pennsylvania


<PAGE>



[Letterhead]
[LOGO]
R.D. HOAG & ASSOCIATES

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Eastmont Estates Associates

We have audited the accompanying balance sheets of HUD No.  033-35194-PM-SR (the
"Project") of Eastmont Estates Associates (A Limited Partnership) as of December
31,  1995 and 1994,  and the related  statements  of  operations  and changes in
partners'  equity,  and cash flows for the years  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 have  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 HUD Project No. 033-35194-PM-SR
of  Eastmont  Estates  Associates,  as of December  31,  1995 and 1994,  and the
results of its  operations and changes in partners'  equity,  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 13, 1996, on our
consideration   of   Eastmont   Estates   Associates,   Ltd,   HUD  Project  No.
033-35194-PM-SR (The "Project") of internal control structure, and reports dated
February 13, 1996, on its compliance  with specific  requirements  applicable to
major  HUD  programs,  specific  requirements  applicable  to  Affirmative  Fair
Housing,   and  specific   requirements   applicable  to  nonmajor  HUD  program
transactions.


/s/R.D. Hoag & Assoc. P.C.
R.D. Hoag & Associates,
A Professional Corporation
February 13, 1996
Pittsburgh, Pennsylvania


<PAGE>





[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

 INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates I, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
I, Ltd. (a limited partnership),  HUD Project No. 109-94001,  as of December 31,
1996, and the related statements of profit and loss, changes in 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 Spring Hill Housing Associates I,
Ltd., HUD Project No. 109-94001, as of December 31, 1996, and the results of its
operations  and the changes in its partners'  equity  (deficiency)  and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.


/s/Stark Tinter & Associates
Englewood, Colorado
January 30, 1997


<PAGE>



[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

 INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates I, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
I, Ltd. (a limited partnership),  HUD Project No. 109-94001,  as of December 31,
1995, and the related statements of profit and loss, changes in 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 Spring Hill Housing Associates I,
Ltd., HUD Project No.  109-94001 as of December 31, 1995, and the results of its
operations and the changes in partners'  equity  (deficiency) and its cash flows
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.


/s/Stark Tinter & Associates
Englewood, Colorado
January 30, 1996



<PAGE>




 [Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates I, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
I, Ltd. (a limited partnership),  HUD Project No. 109-94001,  as of December 31,
1994, 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 Spring Hill Housing Associates
I, Ltd.,  HUD Project No.  109-94001 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/Stark Tinter & Associates
Englewood, Colorado
February 5, 1995





<PAGE>



[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates II, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
II, Ltd. (a limited  partnership),  HUD Project No. 109-94002 as of December 31,
1996, and the related statements of profit and loss, changes in 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 Spring Hill Housing Associates
II, Ltd., HUD Project No. 109-94002, as of December 31, 1996, and the results of
its operations and the changes in its partners' equity (deficiency) and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.


/s/Stark Tinter & Associates
Englewood, Colorado
January 30, 1997



<PAGE>



[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates II, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
II, Ltd. (a limited  partnership),  HUD Project No. 109-94002 as of December 31,
1995, and the related statements of profit and loss, changes in 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 Spring Hill Housing Associates
II, Ltd., HUD Project No. 109-94002, as of December 31, 1995, and the results of
its operations and the changes in its partners' equity (deficiency) and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.


/s/Stark Tinter & Associates
Englewood, Colorado
January 30, 1996



<PAGE>



[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates II, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
II, Ltd. (a limited  partnership),  HUD Project No. 109-94002 as of December 31,
1994, 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 Spring Hill Housing Associates
II, Ltd., HUD Project No. 109-94002, 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/Stark Tinter & Associates
Englewood, Colorado
February 5, 1995



<PAGE>



[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates III, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
III, Ltd. (a limited partnership), HUD Project No. 109-94003, as of December 31,
1996, and the related statements of profit and loss, changes in 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 Spring Hill Housing Associates
III, Ltd., HUD Project No.  109-94003,  as of December 31, 1996, and the results
of its operations and the changes in its partners'  equity  (deficiency) and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.


/s/Stark Tinter & Associates
Englewood, Colorado
January 30, 1997



<PAGE>



[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates III, Ltd.
Englewood, Colorado

We have audited the accompanying balance sheet of Spring Hill Housing Associates
III, Ltd. (a limited partnership), HUD Project No. 109-94003, as of December 31,
1995, and the related statements of profit and loss, changes in 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 Spring Hill Housing Associates
III, Ltd., HUD Project No.  109-94003,  as of December 31, 1995, and the results
of its operations and the changes in its partners'  equity  (deficiency) and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.


/s/Stark Tinter & Associates
Englewood, Colorado
January 30, 1996



<PAGE>




[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITORS' REPORT

To the Partners of
Spring Hill Housing Associates III, Ltd.
Englewood, Colorado

We have audited the  accompanying  balance sheet of Spring Hill  Associates III,
Ltd. (a limited  partnership),  HUD Project No.  109-94003,  as of December  31,
1994, 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 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 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 Spring Hill Housing Associates
III, Ltd., HUD Project No.  109-94003,  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/Stark Tinter & Associates
Englewood, Colorado
February 5, 1995





<PAGE>



[Letterhead]
[LOGO]
Floyd & Company
306 Commercial Drive Suite 202           Post Office Box 14251
Savannah, Georgia 31406                       Savannah, Georgia 31416
Phone:(912)355-9969



INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Lane Limited Partnership


We have  audited the  accompanying  balance  sheets of  Willowpeg  Lane  Limited
Partnership  (a Georgia  limited  partnership)  as of December  31, 1996 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 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.  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
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  Lane  Limited
Partnership  (a Georgia  limited  partnership)  as of December  31, 1996 and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with generally accepted accounting principles.


Floyd & Company, C.P.A.
/s/R. Doug Floyd
February 28, 1997



<PAGE>



[Letterhead]
[LOGO]
David C. Moja, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Lane Limited Partnership


We have  audited the  accompanying  balance  sheets of  Willowpeg  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 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
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  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]
[LOGO]
DAVID G. PELLICIONE, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Americus Properties Limited Partnership


We have audited the accompanying  balance sheets of AMERICUS  PROPERTIES LIMITED
PARTNERSHIP (a Limited  Partnership),  as of December 31, 1996 and 1995, and the
related statement of operations,  changes in partners' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting 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 AMERICUS  PROPERTIES LIMITED
PARTNERSHIP  as of December 31, 1996 and 1995 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 of AMERICUS  PROPERTIES  LIMITED  PARTNERSHIP  taken as a whole.  The
accompanying  financial information listed as supplementary data in the table of
contents is presented for purposes of additional analysis as required by Farmers
Home  Administration.  The  information in these schedules 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 of AMERICUS PROPERTIES LIMITED PARTNERSHIP,  taken as a
whole.

/s/David G. Pellicione
Savannah, Georgia
February 25, 1997


<PAGE>



[Letterhead]
[LOGO]
DAVID G. PELLICIONE, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Americus Properties Limited Partnership


We have audited the accompanying  balance sheets of AMERICUS  PROPERTIES LIMITED
PARTNERSHIP (a Limited  Partnership),  as of December 31, 1995 and 1994, and the
related statement of operations,  changes in partners' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting 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 AMERICUS  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.


Our audit was made for the purpose of forming an opinion on the basic  financial
statements of AMERICUS  PROPERTIES  LIMITED  PARTNERSHIP  taken as a whole.  The
accompanying  financial information listed as supplementary data in the table of
contents is presented for purposes of additional analysis as required by Farmers
Home  Administration.  The  information in these schedules 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 of AMERICUS PROPERTIES LIMITED PARTNERSHIP,  taken as a
whole.

/s/David G. Pellicione
Savannah, Georgia
March 1, 1996





<PAGE>



Coopers & Lybrand

Report of Independent Accountants

To the Partners of
Atlantic Terrace Limited Partnership:


We have audited the accompanying  balance sheet of Atlantic Terrace  Partnership
as of  December  31,  1996,  and the  related  statements  of  profit  and loss,
partners' capital  (deficiency),  and cash flows for the year then ended.  These
financial  statements  are the  responsibility  of the  management  of  Atlantic
Terrace  Limited  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  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 Atlantic  Terrace  Limited
Partnership as of December 31, 1996, 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,  we have also issued a report
dated  January  31,  1997  on our  consideration  of  Atlantic  Terrace  Limited
Partnership's  internal control structure and a report dated January 31, 1997 on
its compliance with laws and regulations.


/s/ Coopers & Lybrand

Boston, Massachusetts
January 31, 1997



<PAGE>



[Letterhead]
[LOGO]
Coopers & Lybrand L.L.P.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Atlantic Terrace Limited Partnership:


We have  audited the  accompanying  balance  sheet of Atlantic  Terrace  Limited
Partnership  as of December 31, 1995,  and the related  statements of profit and
loss,  partners' capital  (deficiency),  and cash flows for the year then ended.
These financial  statements are the responsibility of the management of Atlantic
Terrace  Limited  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 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 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 Atlantic  Terrace  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,  we have also issued a report
dated  February  9,  1996  on our  consideration  of  Atlantic  Terrace  Limited
Partnership's  internal control structure and a report dated February 9, 1996 on
its compliance with laws and regulations.

/s/Coopers & Lybrand L.L.P
Boston, Massachusetts
February 9, 1996




<PAGE>



Coopers  & Lybrand

Report of Independent Accountants

To the Partners of
Atlantic Terrace Limited Partnership:


We have audited the accompanying  balance sheet of Atlantic Terrace Partnership,
HUD Project No. 000-36636,  as of December 31, 1994, and the related  statements
of profit and loss, partners' capital (deficiency),  and cash flows for the year
then ended. These financial  statements are the responsibility of the management
of Atlantic Terrace Limited  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  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 Atlantic  Terrace  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.


/s/ Coopers & Lybrand

Boston, Massachusetts
February 14, 1995




<PAGE>



[Letterhead]
[LOGO]
Reznick Fedder & Silverman

Independent Auditors' Report

To the Partners
Garden Cove Apartments, Ltd.

We have audited the accompanying  balance sheet of Garden Cove Apartments,  Ltd.
as of December 31, 1996,  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 Garden Cove Apartments,  Ltd as
of  December  31,  1996,  and the  results  of its  operations,  the  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplementary  information on pages 20 to 26 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.


<PAGE>


To the Partners
Garden Cove Apartments, Ltd.
Page 2




In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 20,
1997 on our  consideration  of Garden Cove  Apartments,  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
January 20, 1997                                        Identification Number
                                                     52-1088612
Audit Principal: Philip A. Weitzel



<PAGE>


[Letterhead]
[LOGO]


Reznick Fedder & Silverman
Certified Public Accountants   Business Consultants
A Professional Corporation

745 Atlantic Avenue  
Suite 800 
Boston, MA 02111-2735  
(617) 423-5855  
Fax (617) 423-6651


Independent Auditors' Report

To the Partners
Garden Cove Apartments, Ltd.

         We  have  audited  the  accompanying   balance  sheet  of  Garden  Cove
Apartments,  Ltd. 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  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  Garden  Cove
Apartments, Ltd. as of December 31, 1995, and the results of its operations, the
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

         Our audit was made for the  purpose  of forming an opinion on the basic
financial statements taken as a whole. The supplemental  information on pages 21
through  26 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 as a
whole.


<PAGE>


Page2


         In accordance with Government Auditing  Standards,  we have also issued
reports dated February 24, 1996 on our  consideration of Garden Cove Apartments,
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
                                                     Identification # 52-1088612
February 24, 1996

Audit Principal:  Philip A. Weitzel





<PAGE>


Arthur Anderson LLP

Report of Independent Public Accountants

To the Partners of
Garden Cove Apartments, Ltd.:

We have audited the accompanying  balance sheet of Garden Cove Apartments,  Ltd.
(a Limited Partnership), HUD Project No. 062-36609, as of December 31, 1994, and
the related statements of income and expenses,  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 Garden Cove Apartments, Ltd. 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 more fully  discussed in Note 6, there is ongoing  litigation  regarding  the
general  partner  interests of Garden Cove  Apartments,  Ltd. In  addition,  the
Partnership's  obligations  under certain loan arrangements are not determinable
at  this  time.  The  accompanying  financial  statements  do  not  include  any
adjustments that might result from the resolution of these matters.

/s/Arthur Anderson LLP

Boston, Massachusetts
February 17, 1995



<PAGE>





[Letterhead]
[LOGO]
John D. Schuler

Independent Auditor's Report

To the Partners
B & C Housing Associates, III
Marlton, New Jersey


We have audited the  accompanying  balance  sheets of B & C Housing  Associates,
III, A Limited Partnership,  HUD Project No. 117-94008, as of December 31, 1996,
and 1995, and the related statements of income and expense, changes in partners'
capital and cash flows for the year ended  December  31, 1996.  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 B & C Housing Associates,  III,
as of December  31, 1996 and 1995,  and the  results of its  operations  and the
changes in  partners'  capital  and cash flows for the year ended  December  31,
1996, 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 18, 1997 on our
consideration of B & C Housing Associates,  III's internal control structure and
reports  dated January 18, 1997, on its  compliance  with specific  requirements
applicable  to  major  HUD  programs,   specific   requirements   applicable  to
Affirmative Fair Housing, and specific  requirements  applicable to nonmajor HUD
program transactions.


<PAGE>


To the Partners
B & C Housing Associates, III
Page 2




Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 18, 1997


<PAGE>



[Letterhead]
[LOGO]
John D. Schuler

Independent Auditor's Report

To the Partners
B & C Housing Associates, III
Marlton, New Jersey


We have audited the  accompanying  balance  sheets of B & C Housing  Associates,
III, A Limited Partnership,  HUD Project No. 117-94008, as of December 31, 1995,
and 1994, and the related statements of income and expense, changes in partners'
capital and cash flows for the year ended  December  31, 1995.  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 B & C Housing Associates,  III,
as of December  31, 1995 and 1994,  and the  results of its  operations  and the
changes in  partners'  capital  and cash flows for the year ended  December  31,
1995, 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 20, 1996 on our
consideration of B & C Housing Associates,  III's internal control structure and
reports  dated January 20, 1996, on its  compliance  with specific  requirements
applicable  to  major  HUD  programs,   specific   requirements   applicable  to
Affirmative Fair Housing, and specific  requirements  applicable to nonmajor HUD
program transactions.



<PAGE>


To the Partners
B & C Housing Associates, III
Page 2





Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 14 to 19 is presented for the 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/John D. Schuler
Tulsa, Oklahoma
January 20, 1996




<PAGE>



[Letterhead]
[LOGO]
Velez, Semprit, Nieves & Co.
San Juan, PR

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS

Partners
San Antonio Limited Dividend Partnership S.E.
San Juan, Puerto Rico


We have audited the accompanying  balance sheets of San Antonio Limited Dividend
Partnership S.E. as of December 31, 1996 and 1995, and the related statements of
operations,  partners'  equity  (deficiency)  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 San Antonio Limited Dividend
Partnership  S.E.  as of  December  31,  1996 and 1995,  and the  results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/Velez, Semprit Nieves & Co.
February 4, 1997
Stamp number 1411418 was
affixed to the original of this report



<PAGE>



[Letterhead]
[LOGO]
Velez, Semprit, Nieves & Co.
San Juan, PR


INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS

Partners
San Antonio Limited Dividend Partnership S.E.
San Juan, Puerto Rico


We have audited the accompanying  balance sheets of San Antonio Limited Dividend
Partnership S.E. as of December 31, 1995 and 1994, and the related statements of
operations,  partners'  equity  (deficiency)  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 San Antonio Limited Dividend
Partnership  S.E.  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/Velez, Semprit Nieves & Co.
February 2, 1996
Stamp number 1340312 was
affixed to the original of this report


<PAGE>







[Letterhead]
[LOGO]
Floyd & Company
Savannah, Georgia

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Waynesboro Properties Limited Partnership


We have audited the accompanying balance sheets of Waynesboro Properties Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 1996.

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  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 Waynesboro  Properties Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA
/s/R. Doug Floyd
February 28, 1997




<PAGE>






[Letterhead]
[LOGO]
David C. Moja, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Waynesboro Properties Limited Partnership


We have audited the accompanying balance sheets of Waynesboro Properties 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 Waynesboro  Properties Limited
Partnership  (a  Georgia  Limited  Partnership),  as of  December  31,  1995 and
December  31,  1994,  and the results of its  operations  and 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]
[LOGO]
DAVID G. PELLICIONE, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Monroe Properties Limited Partnership


We have audited the  accompanying  balance sheets of MONROE  PROPERTIES  LIMITED
PARTNERSHIP (A Limited  Partnership),  as of December 31, 1996 and 1995, and the
related statement of operations,  changes in partners' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting 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 MONROE  PROPERTIES  LIMITED
PARTNERSHIP  as of December 31, 1996 and 1995 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  of  MONROE  PROPERTIES  LIMITED  PARTNERSHIP  taken as a whole.  The
accompanying  financial information listed as supplementary data in the table of
contents is presented for purposes of additional analysis as required by Farmers
Home  Administration.  The  information in these schedules 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 of MONROE PROPERTIES LIMITED  PARTNERSHIP,  taken as a
whole.

/s/David G. Pellicione

Savannah, Georgia
February 25, 1997


<PAGE>



[Letterhead]
[LOGO]
DAVID G. PELLICIONE, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Monroe Properties Limited Partnership


We have audited the  accompanying  balance sheets of MONROE  PROPERTIES  LIMITED
PARTNERSHIP (A Limited  Partnership),  as of December 31, 1995 and 1994, and the
related statement of operations,  changes in partners' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting 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 MONROE  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.


Our audit was made for the purpose of forming an opinion on the basic  financial
statements  of  MONROE  PROPERTIES  LIMITED  PARTNERSHIP  taken as a whole.  The
accompanying  financial information listed as supplementary data in the table of
contents is presented for purposes of additional analysis as required by Farmers
Home  Administration.  The  information in these schedules has been subjected to
the auditing  procedures applied in the audit of the basic financial  statements
and, in our opinion, is fairly presented in all material respects in relation to
the financial  statements of MONROE PROPERTIES LIMITED  PARTNERSHIP,  taken as a
whole.

/s/David G. Pellicione

Savannah, Georgia
March 1, 1996



<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Mulberry Associates I, L.P.
Mulberry, Arkansas


We have audited the accompanying balance sheet of Mulberry Associates I, L.P. (a
Missouri limited partnership) FmHA Case No:  30-170-431435777 as of December 31,
1995, and the related  statements of loss,  partners'  equity and cash flows for
the  year  ended  December  31,  1994.   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 Mulberry Associates I, L.P., 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.

/s/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
February 13, 1996



<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard

INDEPENDENT AUDITORS' REPORT

To the Partners
Ward Manor Associates Limited Partnership
Ward, Arkansas


We have audited the accompanying  balance sheet of Ward Manor Associates Limited
Partnership  (a  Missouri  limited   partnership)  Rural  Development  Case  No:
03-043-431482892  as of December 31, 1996,  and the related  statements of loss,
partners'  equity and cash flows for the year ended  December  31,  1996.  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 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 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 Ward Manor Associates Limited
Partnership  as of December 31, 1996 and the results of its  operations  and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.


/s/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
January 21, 1997




<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Ward Manor Associates Limited Partnership
Ward, Arkansas


We have audited the accompanying  balance sheet of Ward Manor Associates Limited
Partnership (a Missouri limited  partnership) FmHA Case No:  03-043-431482892 as
of December 31, 1994, and the related  statements of loss,  partners' equity and
cash flows for the year ended December 31, 1994. 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 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 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 Ward Manor Associates 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.


/s/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
February 25, 1995




<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard
INDEPENDENT AUDITORS' REPORT

To the Partners
Paragould Associates I, Limited Partnership
Paragould, Arkansas


We have  audited the  accompanying  balance  sheet of  Paragould  Associates  I,
Limited Partnership (a Missouri limited  partnership) Rural Development Case No.
: as of December 31, 1996, and the related statements of 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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. 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 Paragould Associates I, Limited
Partnership  as of December 31, 1996,  and the results of its operations and its
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.


/s/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
January 21, 1997


<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Paragould Associates I, Limited Partnership
Paragould, Arkansas


We have  audited the  accompanying  balance  sheet of  Paragould  Associates  I,
Limited Partnership (a Missouri limited partnership) as of December 31, 1994 and
1993, and the related  statements of 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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. 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 Paragould Associates I, 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/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
February 24, 1995





<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Lamar Associates, Limited Partnership
Lamar, Arkansas


We have audited the  accompanying  balance  sheet of Lamar  Associates,  Limited
Partnership (a Missouri limited partnership) RECD Case No.:  03-036-431424399 as
of December 31, 1995, and the related  statements of 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.
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 Lamar  Associates,  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.


/s/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
February 7, 1996




<PAGE>



[Letterhead]
[LOGO]
John D. Schuler

Independent Auditor's Report

To the Partners
B & C Housing Associates, II
Marlton, New Jersey


We have audited the accompanying balance sheets of B & C Housing Associates, II,
a Limited Partnership,  HUD Project No. 118-94005,  as of December 31, 1996, and
1995,  and the related  statements  of income and expense,  changes in partners'
(deficiency)  and cash  flows  for the  year  ended  December  31,  1996.  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 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 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 B & C Housing Associates,  II,
as of December  31, 1996 and 1995,  and the  results of its  operations  and the
changes in partners' (deficiency) and cash flows for the year ended December 31,
1996, 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 18, 1997, on our
consideration of B & C Housing  Associates,  II's internal control structure and
reports  dated January 18, 1997, on its  compliance  with specific  requirements
applicable  to  major  HUD  programs,   specific   requirements   applicable  to
Affirmative Fair Housing, and specific  requirements  applicable to nonmajor HUD
program transactions.


<PAGE>


To the Partners
B & C Housing Associates, II
Page 2




Our audit was conducted for the purpose of forming
an opinion on the basic financial  statements taken as a whole. The accompanying
supplementary  information  shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 18, 1997



<PAGE>



[Letterhead]
[LOGO]
John D. Schuler

Independent Auditor's Report

To the Partners
B & C Housing Associates, II
Marlton, New Jersey


We have audited the accompanying balance sheets of B & C Housing Associates, II,
a Limited Partnership,  HUD Project No. 118-94005,  as of December 31, 1995, and
1994,  and the related  statements  of income and expense,  changes in partners'
(deficiency)  and cash flows for the year then ended  December 31,  1995.  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 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 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 B & C Housing Associates,  II,
as of December  31, 1995 and 1994,  and the  results of its  operations  and the
changes in partners' (deficiency) and cash flows for the year ended December 31,
1995, 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 20, 1996, on our
consideration of B & C Housing  Associates,  II's internal control structure and
reports  dated January 20, 1996, on its  compliance  with specific  requirements
applicable  to  major  HUD  programs,   specific   requirements   applicable  to
Affirmative Fair Housing, and specific  requirements  applicable to nonmajor HUD
program transactions.



<PAGE>


To the Partners
B & C Housing Associates, II
Page 2





Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 20, 1996




<PAGE>



[Letterhead]
[LOGO]
John D. Schuler

Independent Auditor's Report

To the Partners
Shadow Wood Housing Associates, Limited
Marlton, New Jersey


We  have  audited  the  accompanying  balance  sheets  of  Shadow  Wood  Housing
Associates, Limited, An Oklahoma Limited Partnership, HUD Project No. 117-94009,
as of December  31, 1996,  and 1995,  and the related  statements  of income and
expense,  changes  in  partners'  equity  and cash flows for the year then ended
December 31, 1996.  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 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 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 Shadow Wood Housing Associates,
Limited,  as of December 31, 1996,  and 1995,  and the results of its operations
and the changes in partners'  equity and cash flows for the year ended  December
31, 1996, 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 18, 1997, on our
consideration  of Shadow Wood Housing  Associates,  Limited's  internal  control
structure and reports dated  January 18, 1997, on its  compliance  with specific
requirements applicable to major HUD programs,  specific requirements applicable
to Affirmative Fair Housing,  and specific  requirements  applicable to nonmajor
HUD program transactions.



<PAGE>


To the Partners
Shadow Wood Housing Associates, Limited
Page 2





Our audit was  conducted  for the  purpose of
forming an  opinion  on the basic  financial  statements  taken as a whole.  The
accompanying  supplementary information shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 18, 1997


<PAGE>


[Letterhead]
[LOGO]
John D. Schuler

Independent Auditor's Report

To the Partners
Shadow Wood Housing Associates, Limited
Marlton, New Jersey

We  have  audited  the  accompanying  balance  sheets  of  Shadow  Wood  Housing
Associates, Limited, An Oklahoma Limited Partnership, HUD Project No. 117-94009,
as of December  31, 1995,  and 1994,  and the related  statements  of income and
expense,  changes  in  partners'  equity  and cash flows for the year then ended
December 31, 1995.  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 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 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 Shadow Wood Housing Associates,
Limited,  as of December 31, 1995,  and 1994,  and the results of its operations
and the changes in partners'  equity and cash flows for the year ended  December
31, 1995, 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 20, 1996, on our
consideration  of Shadow Wood Housing  Associates,  Limited's  internal  control
structure and reports dated  January 20, 1996, on its  compliance  with specific
requirements applicable to major HUD programs,  specific requirements applicable
to Affirmative Fair Housing,  and specific  requirements  applicable to nonmajor
HUD program transactions.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 20, 1996


<PAGE>



[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard

INDEPENDENT AUDITORS' REPORT

To the Partners
Wayne Senior Housing , A Limited Partnership
Wayne, Nebraska


We have  audited the  accompanying  balance  sheet of Wayne  Senior  Housing,  A
Limited  Partnership (a Kansas limited  partnership) Rural Development Case No.:
32-090-481008237  as of December 31, 1996,  and the related  statements of loss,
partners'  equity and cash flows for the year ended  December  31,  1996.  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 Wayne  Senior  Housing , A
Limited  Partnership  as of December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
January 21, 1997



<PAGE>



[Letterhead]
[LOGO]
ZINER & COMPANY, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners of
Wayne Apartments Project Limited Partnership


We have  audited the  accompanying  balance  sheet of Wayne  Apartments  Project
Limited  Partnership  (a  Massachusetts   limited   partnership)   (Project  No.
023-44269)  as of December 31, 1996,  and the related  statements  of changes in
partners'  capital,  profit and loss,  and cash  flows for the year then  ended.
These financial  statements are the  responsibility of Wayne Apartments  Project
Limited 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 Wayne  Apartments  Project
Limited  Partnership as of December 31, 1996, and the results of its operations,
its cash flows and its changes in  partners'  capital 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 23, 1997 on our consideration of Wayne Apartments  Project Limited
Partnership's  internal control structure and a report dated January 23, 1997 on
its compliance with laws and regulations.


/s/Ziner & Company, P.C.
January 23, 1997
Boston, Massachusetts


<PAGE>



[Letterhead]
[LOGO]
ZINER & COMPANY, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners of
Wayne Apartments Project Limited Partnership


We have  audited the  accompanying  balance  sheet of Wayne  Apartments  Project
Limited  Partnership  (a  Massachusetts   limited   partnership)   (Project  No.
023-44269)  as of December  31, 1995 and the  related  statements  of changes in
partners'  capital,  profit and loss,  and cash  flows for the year then  ended.
These financial  statements are the  responsibility of Wayne Apartments  Project
Limited 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 Wayne  Apartments  Project
Limited  Partnership as of December 31, 1995, and the results of its operations,
its cash flows and its changes in partners'  capital 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 26, 1996 on our consideration of Wayne Apartments  Project Limited
Partnership's  internal control structure and a report dated January 26, 1996 on
its compliance with laws and regulations.


/s/Ziner & Company, P.C.

January 26, 1996
Boston, Massachusetts



<PAGE>



[Letterhead]
[LOGO]
ZINER & COMPANY, P.C.

Independent Auditor's Report

To the Partners of
Wayne Apartments Project Limited Partnership


We have  audited the  accompanying  balance  sheet of Wayne  Apartments  Project
Limited  Partnership  (a  Massachusetts   limited   partnership)   (Project  No.
023-44269)  as of December 31, 1994,  and the related  statements  of changes in
partners'  capital,  profit and loss,  and cash  flows for the year then  ended.
These  financial  statements  are the  responsibility  of the  Wayne  Apartments
Project Limited  Partnership's general partner. 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 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 the  general  partner,  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 Wayne  Apartments  Project
Limited Partnership, as of December 31, 1994, and the results of its operations,
its cash flows and its changes in  partners'  capital for the year then ended in
conformity with generally accepted accounting principles.


/s/Ziner & Company, P.C.

January 23, 1995
Boston, Massachusetts



<PAGE>


[Letterhead]
[LOGO]
John D. Schuler

Independent Auditors' Report

To the Partners
Chaparral Housing Associates, Ltd.
Marlton, New Jersey

We have audited the accompanying balance sheets of Chaparral Housing Associates,
Ltd., An Oklahoma Limited Partnership, HUD Project No. 133-94005, as of December
31, 1996, and 1995, and the related statements of income and expense, changes in
partners'  capital and cash flows for the year ended  December 31,  1996.  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 Chaparral Housing  Associates,
Ltd., as of December 31, 1996,  and 1995,  and the results of its operations and
the changes in partners'  capital and cash flows for the year ended December 31,
1996, 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 18, 1997, on our
consideration of Chaparral Housing Associates, Ltd.'s internal control structure
and reports dated January 18, 1997, on its compliance with specific requirements
applicable  to  major  HUD  programs,   specific   requirements   applicable  to
Affirmative Fair Housing, and specific  requirements  applicable to nonmajor HUD
program transactions.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 18, 1997


<PAGE>


[Letterhead]
[LOGO]
John D. Schuler

Independent Auditors' Report

To the Partners
Chaparral Housing Associates, Ltd.
Marlton, New Jersey


We have audited the accompanying balance sheets of Chaparral Housing Associates,
Ltd., An Oklahoma Limited Partnership, HUD Project No. 133-94005, as of December
31, 1995, and 1994, and the related statements of income and expense, changes in
partners'  capital and cash flows for the year ended  December 31,  1995.  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 Chaparral Housing  Associates,
Ltd., as of December 31, 1995,  and 1994,  and the results of its operations and
the changes in partners'  capital and cash flows for the year ended December 31,
1995, 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 20, 1996, on our
consideration of Chaparral Housing Associates, Ltd.'s internal control structure
and reports dated January 20, 1996, on its compliance with specific requirements
applicable  to  major  HUD  programs,   specific   requirements   applicable  to
Affirmative Fair Housing, and specific  requirements  applicable to nonmajor HUD
program transactions.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 14 to 19 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/John D. Schuler
Tulsa, Oklahoma
January 20, 1996


<PAGE>




[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Snapfinger Creste Apartments, L.P.



We have audited the accompanying  balance sheet of SNAPFINGER CRESTE APARTMENTS,
L.P.,  as of  December  31,  1996,  and the  related  statements  of  changes in
partners' equity (deficit),  operations, 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.

As discussed in Note 1 to the financial statements,  the Partnership has been in
default of its mortgage loan  agreement with its lender since March of 1996 when
the Partnership  ceased making its monthly  mortgage payment and required escrow
deposits.  The  Partnership  and the lender have been in  negotiation  regarding
various  workout  arrangements;  however,  at this  time no  agreement  has been
reached  and there is  substantial  doubt  about the  Partnership's  ability  to
continue  as  going  concern.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of SNAPFINGER CRESTE APARTMENTS,
L.P., as of December 31, 1996,  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  accompanying  supplemental  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 21, 1997


<PAGE>



[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Snapfinger Creste Apartments, L.P.



We have audited the accompanying  balance sheet of SNAPFINGER CRESTE APARTMENTS,
L.P.,  as of  December  31,  1995,  and the  related  statements  of  changes in
partners'  equity,  operations,  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  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 SNAPFINGER CRESTE APARTMENTS,
L.P., 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.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1996



<PAGE>



[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Snapfinger Creste Apartments, L.P.



We have audited the accompanying  balance sheet of SNAPFINGER CRESTE APARTMENTS,
L.P.,  as of  December  31,  1994,  and the  related  statements  of  changes in
partners' equity [deficit],  operations, 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 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 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 SNAPFINGER CRESTE APARTMENTS,
L.P., 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 basic  financial
statements  taken as a whole.  The  accompanying  supplementary  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
February 1, 1995




<PAGE>



[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Grayton Pointe Apartments, L.P.



We have audited the  accompanying  balance sheets of GRAYTON  POINTE  APARTMENTS
L.P. [a Georgia Limited  Partnership],  as of December 31, 1996, and the related
statements of changes in partners' equity (deficit),  operations, 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 GRAYTON POINTE APARTMENTS, L.P.
as of December 31, 1996,  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 H to the  financial  statements,  the  Partnership's  first
mortgage loan will mature on March 1, 1997.  In addition,  the  Partnership  has
been in default of its second  mortgage  loan  agreement  with its lender  since
November  of 1995  when the  partnership  ceased  making  its  monthly  mortgage
payment.  The  Partnership  and its lenders have been in  negotiation  regarding
various extensions and workout  agreements;  however,  at this time no agreement
has been reached, and there is 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.


Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1997


<PAGE>





[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Grayton Pointe Apartments, L.P.



We have audited the  accompanying  balance sheets of GRAYTON  POINTE  APARTMENTS
L.P. [a Georgia Limited  Partnership],  as of December 31, 1995, and the related
statements of changes in partners'  equity,  operations,  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 GRAYTON POINTE APARTMENTS, L.P.
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.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1996




<PAGE>



[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Grayton Pointe Apartments, L.P.



We have audited the  accompanying  balance sheet of GRAYTON  POINTE  APARTMENTS,
L.P. [a Georgia Limited  Partnership],  as of December 31, 1994, and the related
statements of changes in partners'  equity,  operations,  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 GRAYTON POINT APARTMENTS,  L.P.
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 made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purposes of additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
February 1, 1995



<PAGE>



[Letterhead]
[LOGO]
ARTHUR ANDERSON LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Durham Park Limited Partnership



We  have  audited  the  accompanying  balance  sheets  of  DURHAM  PARK  LIMITED
PARTNERSHIP  (an Oregon limited  partnership)  as of December 31, 1996 and 1995,
and the related statements of operations,  partners' capital, and cash flows for
each of the three years in the period ended December 31, 1996.  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 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 Durham Park Limited Partnership
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  1996,  in
conformity with generally accepted accounting principles.

/s/Arthur Anderson LLP
Denver, Colorado
February 12, 1997


<PAGE>



[Letterhead]
[LOGO]
ARTHUR ANDERSON LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Durham Park Limited Partnership



We  have  audited  the  accompanying  balance  sheets  of  DURHAM  PARK  LIMITED
PARTNERSHIP,  (an Oregon limited  partnership) as of December 31, 1995 and 1994,
and the related statements of operations,  partners' capital, and cash flows for
each of the three years in the period ended December 31, 1995.  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 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 Durham Park Limited Partnership
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  1995,  in
conformity with generally accepted accounting principles.

/s/Arthur Anderson LLP
Denver, Colorado
February 1, 1996




<PAGE>



[Letterhead]
[LOGO]
David G. Pelliccione, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Bamberg Properties Limited Partnership



We have audited the accompanying  balance sheets of BAMBERG  PROPERTIES  LIMITED
PARTNERSHIP (A Limited  Partnership),  as of December 31, 1996 and 1995, and the
related statement of operations,  changes in partners' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 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 BAMBERG  PROPERTIES  LIMITED
PARTNERSHIP  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/ David G. Pelliccione
Savannah, Georgia
February 25, 1997


<PAGE>



[Letterhead]
[LOGO]
David G. Pelliccione, C.P.A., P.C.

INDEPENDENT AUDITOR'S REPORT

To the Partners
Bamberg Properties Limited Partnership



We have audited the accompanying  balance sheets of BAMBERG  PROPERTIES  LIMITED
PARTNERSHIP (A Limited  Partnership),  as of December 31, 1995 and 1994, and the
related statement of operations,  changes in partners' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 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 BAMBERG  PROPERTIES  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.

/s/ David G. Pelliccione
Savannah, Georgia
March 1, 1996



<PAGE>



[Letterhead]
[LOGO]
Floyd & Company
Savannah, Georgia


INDEPENDENT AUDITORS' REPORT

To the General Partners of
McKinley-Walker Limited Partnership


We have  audited the  accompanying  balance  sheets of  McKinley-Walker  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 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 audit.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 31, 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.  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
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  McKinley-Walker  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA
/s/R. Doug Floyd
February 28, 1997


<PAGE>



[Letterhead]
[LOGO]
David C. Moja, C.P.A., P.C.

INDEPENDENT AUDITORS' REPORT

To the General Partners of
McKinley-Walker Limited Partnership


We have  audited the  accompanying  balance  sheets of  McKinley-Walker  Limited
Partnership (a Georgia  Limited  Partnership)  as of December 31, 1995 and 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 examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  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  McKinley-Walker  Limited
Partnership (a Georgia  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.

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 purpose 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]
[LOGO]
MUELLER, WALLA & ALBERTSON, P.C.
Kirkwood, Missouri

INDEPENDENT AUDITORS' REPORT

The Partners
DeSoto Associates III, L.P.
St. Louis, Missouri


We have audited the accompanying balance sheet of DeSoto Associates III, L.P. (a
limited  partnership)  as of December 31, 1996,  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 1996 financial statements referred to above present fairly,
in all material respects,  the financial position of DeSoto Associates III, L.P.
as of December 31, 1996, 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 1995 financial statements were compiled by us and our report thereon,  dated
February  9,  1996,  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 & Albertson, P.C.
Mueller, Walla & Albertson, P.C.
Certified Public Accountants
February 7, 1997


<PAGE>



[Letterhead]
[LOGO]


Mueller & Walla, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122

(314) 822-6575

Accountants' Compilation Report

The Partners
DeSoto Associates III, L.P.
St. Louis, Missouri

We have compiled the accompanying  balance sheet of DeSoto  Associates III, 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 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, 1994,  were audited by
us, and we expressed an unqualified opinion on them in our report dated February
3, 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]
[LOGO]


Mueller & Walla, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122

(314)822-6575

Independent Auditors' Report

The Partners
DeSoto Associates III, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of DeSoto Associates III, 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 DeSoto Associates III, 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  5,  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 3, 1995



<PAGE>



Mueller & Walla, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122


INDEPENDENT AUDITORS' REPORT

The Partners
Warrenton Associates I, L.P.
Warrenton, Missouri


We have compiled the accompanying  balance sheet of Warrenton Associates I, L.P.
(a limited  partnership) as of December 31, 1996, 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, 1995,  were audited by
us, and we expressed an unqualified opinion on them in our report dated February
6, 1996, but we have not performed any auditing procedures since that date.

/s/Mueller, Walla & Albertson, P.C.
Mueller, Walla & Albertson, P.C.
Certified Public Accountants
February 10, 1997


<PAGE>


Mueller & Walla, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122

INDEPENDENT AUDITORS' REPORT

The Partners
Warrenton Associates I, L.P.
Warrenton, Missouri


We have audited the accompanying  balance sheet of Warrenton  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.  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 provide a reasonable basis for our opinion.

In our opinion,  the 1995 financial statements referred to above present fairly,
in all material  respects,  the financial position of Warrenton  Associates,  I,
L.P. as of December  31,  1995,  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 1994 financial statements were compiled by us and our report thereon,  dated
February  3,  1995,  stated  that we did not  audit or  review  those  financial
statements  and,  accordingly,  express 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>




Mueller & Walla, P.C.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122

(314) 822-6575

Accountants' Compilation Report

The Partners
Warrenton Associates I, L.P.
Warrenton, Missouri

We have compiled the accompanying  balance sheet of Warrenton 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,  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, 1993,  were audited by
us, and we expressed an unqualified opinion on them in our report dated February
3, 1994, but we have not performed any auditing procedures since that date.

/s/Mueller & Walla, P.C.
Mueller & Walla, P.C.
Certified Public Accountants

February 3, 1995


<PAGE>





[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Shannon Creste Apartments, L.P.

We have audited the  accompanying  balance sheet of SHANNON  CRESTE  APARTMENTS,
L.P., [a Georgia Limited Partnership],  as of December 31, 1996, and the related
statements of changes in partners'  equity,  operations,  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 SHANNON CRESTE APARTMENTS, L.P.
as of December 31, 1996,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1997



<PAGE>



[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Shannon Creste Apartments, L.P.


We have audited the  accompanying  balance sheet of SHANNON  CRESTE  APARTMENTS,
L.P., [a Georgia Limited Partnership],  as of December 31, 1995, and the related
statements of changes in partners'  equity,  operations,  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 SHANNON CRESTE APARTMENTS, L.P.
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.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purpose of  additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1996


<PAGE>



[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Shannon Creste Apartments, L.P.



We have audited the  accompanying  balance sheet of SHANNON  CRESTE  APARTMENTS,
L.P., [a Georgia Limited Partnership],  as of December 31, 1994, and the related
statements of changes in partners'  equity,  operations,  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 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 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 SHANNON CRESTE APARTMENTS, L.P.
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 made for the purpose of forming an opinion on the basic  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purposes of additional  analysis and is not a required part of
the basic financial  statements.  Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.

/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1995


<PAGE>



[Letterhead]
[LOGO]
MACDONALDPAGE

Independent Auditor's Report

February 4, 1997

Milo Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the  accompanying  balance  sheet of Milo Housing  Associates (a
limited  partnership)  as of December 31, 1996,  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 Milo Housing Associates as of
December 31, 1996,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/Macdonald Page & Co.
Certified Public Accountants



<PAGE>



[Letterhead]
[LOGO]
MACDONALD PAGE
South Portland, Maine

Independent Auditor's Report

February 14, 1996

Milo Housing Associates
(a Limited Partnership)
224 Maine Avenue
Gardiner, Maine

We have audited the  accompanying  balance  sheet of Milo 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 Milo 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 principles.


/s/Macdonald Page & Co.
Certified Public Accountants



<PAGE>




[LETTERHEAD]
[LOGO]
MACDONALDPAGE
South Portland, Maine

           Independent Auditor's Report

February 10, 1995

Milo 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 Milo 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 Milo
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]
KPMG Peat Marwick LLP
Atlanta, Georgia

Independent Auditors' Report



The Partners
Brighton Manor Apartments,
A Limited Partnership:

We have audited the accompanying balance sheets of Brighton Manor Apartments,  A
Limited Partnership as of December 31, 1996 and 1995, and the related statements
of loss,  partners' capital (deficit),  and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 of the financial statements 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 Brighton Manor Apartments,  A
Limited  Partnership  as of December  31, 1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/KPMG Peat Marwick LLP

January 24, 1997



<PAGE>




[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, Georgia

Independent Auditors' Report



The Partners
Brighton Manor Apartments,
A Limited Partnership:

We have  audited the  balance  sheets of Brighton  Manor  Apartments,  A Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
loss,  partners'  capital  (deficit),  and cash flows for the years then  ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 of the financial statements 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 Brighton Manor Apartments,  A
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/KPMG Peat Marwick LLP

February 2, 1996




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