BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIP
10-K405, 1999-06-30
OPERATORS OF APARTMENT BUILDINGS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

[X]    Annual report pursuant to Section 13 or 15(d) of the
Securities
       Exchange Act of 1934

       For the fiscal year ended  March 31, 1999  or
                                  --------------
[ ]    Transition report pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

       For the transition period from         to
                                     --------    --------
Commission file number  0-17679
                       ---------
          Boston Capital Tax Credit Fund Limited Partnership
- ------------------------------------------------------------------
- ------------
       (Exact name of registrant as specified in its charter)

           Massachusetts                              04-3006542
- -----------------------------------
- -----------------------------------
     (State or other jurisdiction                 (I.R.S. Employer
    incorporation or organization)                Identification
No.)

 One Boston Place, Suite 2100 Boston, MA
02108-4406
- ---------------------------------------------
- -----------------------
(Address of principal executive                              (Zip
Code)
offices)

Partnership's telephone number, including area code (617)624-8900
                                                    -------------
Securities registered pursuant to Section 12(b) of the Act:
                                              Name of each
exchange
      Title of each class                      on which registered
      -------------------
- ---------------------
            None                                           None
- ------------------------------
- --------------------------------
Securities registered pursuant to Section 12(g) of the Act:

                  Beneficial Assignee Certificates
- ------------------------------------------------------------------
- ------------
                          (Title of class)

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 twelve 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( 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.

__

|XX|


                     DOCUMENTS INCORPORATED BY REFERENCE
                     -----------------------------------
The following documents of the Partnership are incorporated by
reference:

    Form 10-K
      Parts                        Document
    ---------                      --------
    Parts I, III                   October 14, 1988 Prospectus,
as
                                   supplemented


              BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP
                           Form 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED MARCH 31, 1999

                              TABLE OF CONTENTS


                                    PART I



Item 1.   Business
Item 2.   Properties
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote
             of Security Holders

                                   PART II

Item 5.   Market for the Partnership's Limited
             Partnership Interests and Related
             Partnership Matters
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of
             Financial Condition and Results
             of Operations
Item 8.   Financial Statements and Supplementary
             Data
Item 9.   Changes in and Disagreements with
             Accountants on Accounting and
             Financial Disclosure

                                   PART III

Item 10.  Directors and Executive Officers
             of the Partnership
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial
             Owners and Management
Item 13.  Certain Relationships and Related
             Transactions
                                   PART IV

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

             Signatures
                                    PART I

Item 1. Business

Organization
- ------------
   Boston Capital Tax Credit Fund Limited Partnership (the
"Partnership") is a
limited partnership formed under the Delaware Revised Uniform
Limited
Partnership Act as of June 1, 1988.  The General Partner of the
Partnership is
Boston Capital Associates Limited Partnership, a Delaware limited
partnership.
Boston Capital Associates, a Massachusetts general partnership,
whose only two
partners are Herbert F. Collins and John P. Manning, the
principals of Boston
Capital Partners, Inc., is the sole general partner of the
General Partner.
The limited partner of the General Partner is Capital Investment
Holdings, a
general partnership whose partners are certain officers and
employees of
Boston Capital Partners, Inc., and its affiliates.  The Assignor
Limited
Partner is BCTC Assignor Corp., a Delaware corporation which is
wholly-owned
by Herbert F. Collins and John P. Manning.

   The Assignor Limited Partner was formed for the purpose of
serving in that
capacity for the Partnership and will not engage in any other
business.  Units
of beneficial interest in the Limited Partnership Interest of the
Assignor
Limited Partner were assigned by the Assignor Limited Partner by
means of
beneficial assignee certificates ("BACs") to investors and
investors are
entitled to all the rights and economic benefits of a Limited
Partner of the
Partnership including rights to a percentage of the income,
gains, losses,
deductions, credits and distributions of the Partnership.

   A Registration Statement on Form S-11 and the related
prospectus, as
supplemented (the "Prospectus") was filed with the Securities and
Exchange
Commission and became effective August 29, 1988 in connection
with a public
offering ("Offering") of Series 1 through 6. The Partnership
raised
$97,746,940 representing a total of 9,800,600 BACs.  The offering
of BACs in
all series ended on September 29, 1989.

Description of Business
- -----------------------
   The Partnership's principal business is to invest as a limited
partner in
other limited partnerships (the "Operating Partnerships"), each
of which was
to own or lease and operate an Apartment Complex exclusively or
partially for
low- and moderate-income tenants.  Each Operating Partnership in
which the
Partnership has invested owns an Apartment Complex which is
completed,
newly-constructed, or newly-rehabilitated. Each Apartment Complex
qualifies
for the low-income housing tax credit under Section 42 of the
Code (the
"Federal Housing Tax Credit"), thereby providing tax benefits
over a period of
ten years in the form of tax credits which investors may use to
offset income,
subject to certain strict limitations, from other sources.
Certain of the
Apartment Complexes also qualified for the historic
rehabilitation tax credit
under Section 48 of the Code (the "Rehabilitation Tax Credit").
The Federal
Housing Tax Credit and the Government Assistance programs are
described on
pages 53 to 73 of the Prospectus under the caption "Government
Assistance


                                    1

Programs," which is incorporated herein by reference.  Section
236 (f) (ii) of
the National Housing Act, as amended, in Section 101 of the
Housing and Urban
Development Act of 1965, as amended, each provide for the making
by HUD of
rent supplement payments to low income tenants in properties
which receive
other forms of federal assistance such as Tax Credits.  The
payments for each
tenant, which are made directly to the owner of their property,
generally are
in such amounts as to enable the tenant to pay rent equal to 30%
of the
adjusted family income.  Some of the Apartment Complexes in which
the
Partnership has invested are receiving such rent supplements from
HUD.  HUD
has been in the process of converting rent supplement assistance
to assistance
paid not to the owner of the Apartment Complex, but directly to
the
individuals.  At this time, the Partnership is unable to predict
whether
Congress will continue rent supplement programs payable directly
to owners of
the Apartment Complex.

     At March 31, 1999, the Partnership had limited partnership
equity
interests in one hundred five operating partnerships which own
operating
apartment complexes as follows:  nineteen in Series 1; eight in
Series 2;
thirty-three in Series 3; twenty-five in Series 4; five in Series
5; and
fifteen in Series 6.  A description of these Operating
Partnerships is set
forth in Item 2 herein.

   The business objectives of the Partnership are to:

   (1)  preserve and protect the Partnership's capital;

   (2)  provide current tax benefits to Investors in the form of
(a) Federal
Housing Tax Credits and Rehabilitation Tax Credits, which an
Investor may
apply, subject to certain strict limitations, against his federal
income tax
liability form active, portfolio and passive income, and (b)
passive losses
which an Investor may apply to offset his passive income (if
any);

   (3)  Provide capital appreciation through increases in value
of the
Partnership's investments and, to the extent applicable, equity
buildup
through periodic payments on the mortgage indebtedness with
respect to the
Apartment Complexes;

   (5)  provide cash distributions (except with respect to the
Partnership's
investment in certain Non-Profit Operating Partnerships) from a
Capital
Transaction as to the Partnership.  The Operating Partnerships
intend to hold
the Apartment Complexes for appreciation in value.  The Operating
Partnerships
may sell the Apartment Complexes after a period of time if
financial
conditions in the future make such sales desirable and if such
sales are
permitted by government restrictions.

   The business objectives and investment policies of the
Partnership are
described more fully on pages 44 to 52 of the Prospectus under
the caption
"Business Objectives and Investment Policies," which is
incorporated herein by
reference.



                                    2

Employees
- ---------
   The Partnership does not have any employees.  Services are
performed by the
General Partner and its affiliates and agents retained by them.


Item 2. Properties

   The Partnership has acquired a limited partnership interest in
each of the
one hundred five Operating Partnerships identified in the
following
tables.  In each instance the Apartment Complex owned by the
applicable
Operating Partnership is eligible for the Federal Housing Tax
Credit.
Occupancy of a unit in each Apartment Complex which initially
complied with
the Minimum Set-Aside Test (i.e., occupancy by tenants with
incomes equal to
no more than a certain percentage of area median income) and the
Rent
Restriction Test (i.e., gross rent charged tenants does not
exceed 30% of the
applicable income standards) is referred to hereinafter as
"Qualified
Occupancy".  Each of the Operating Partnerships and each of the
respective
Apartment Complexes are described more fully in the Prospectus,
as
supplemented, or applicable Report on Form 8-K.  The General
Partner believes
that there is adequate casualty insurance on the properties.

   Please refer to Item 7. "Management's Discussion and Analysis
of Financial
Condition and Results of Operations" for a more detailed
discussion of
operational difficulties experienced by certain of the Operating
Partnerships.



























                                    3

        Boston Capital Tax Credit Fund Limited Partnership -
Series 1
                    PROPERTY PROFILES AS OF MARCH 31, 1999

                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name             Location    Units 12/31/98    Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Apple Hill   West Newton,     44  $1,482,030      1/88
100%   $ 317,660
Apartments       NC

Bolivar Manor Bolivar,        24     877,783     11/88
100%     180,498
Apartments       NY

Briarwood     Vero Beach,     45   1,475,019      8/89
100%     386,368
Apartments       FL

Broadway      Kingston,      122   5,184,279      6/89
100%     952,500
East             NY

Country       Coldwater,      32     934,901      7/89
100%     202,610
Knoll            MI

Country       Warwick,        64   3,168,364      4/89
100%     845,000
Village Apts     NY

Elk Rapids II Elk Rapids,     24     737,428      2/89
100%     161,078
Apartments       MI

Green Acres   Yulee,          47   1,476,754      8/89
100%     394,500
Apartments       FL

Inglewood     St. Cloud,      50   1,483,633     11/88
100%     394,400
Meadows          FL

Minnehaha     St. Paul,       24   1,151,718     11/88
100%     631,138
Court Apts.      MN

Moss Creek    Wewahitchka,    23     709,946      6/88
100%     207,592
Apartments       FL

River Park    Rochester,     402  10,009,215     12/88
100%   2,315,400
Commons        NY

Sunset West   Conneaut,       40   1,169,903      4/88
100%     250,701
Apartments       OH

Unity Park    Niagara Falls, 198   9,760,376     12/90
100%     600,000
Phase II         NY

Villas of     Geneva,         40   1,185,171      8/88
100%     254,967
Geneva          OH
                                    4

        Boston Capital Tax Credit Fund Limited Partnership -
Series 1

                    PROPERTY PROFILES AS OF MARCH 31, 1999

Continued
- ---------
                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name             Location    Units 12/31/98    Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Virginia
Circle        St. Paul,       16   $ 682,580      6/88
100%    $395,000
Townhomes       MN

Westchase     Three Rivers,   32     962,503      7/89
100%     202,610
Apartments      MI

Wood Creek    Saulte St.      32     962,989      7/89
100%     213,390
Manor           Marie, MI

Woodland      St. Cloud,      50   1,483,633     11/88
100%     394,500
Terrace         FL





























                                    5

        Boston Capital Tax Credit Fund Limited Partnership -
Series 2

                    PROPERTY PROFILES AS OF MARCH 31, 1999


                                  Mortgage
                                  Balance
Qualified  Capital
Property                           As of    Construction
Occupancy Contrib-
Name         Location     Units   12/31/98     Completion
3/31/99   uted
- -----------------------------------------------------------------
- -------------
Annadale     Fresno,       222  $9,391,845      6/90        100%
$1,736,542
Apartments      CA

Calexico     Calexico,      36   1,566,878      4/90        100%
464,896
Village Apts.   CA

Glenhaven    Merced,        15     492,324     12/89        100%
490,000
Park III        CA

Glenhaven    Merced,        12     395,838      6/90        100%
395,300
Park            CA

Heber II
Village      Heber,         24   1,093,880      4/89        100%
345,000
Apts.           CA

Redondo II  Westmorland,    32   1,436,295      7/90        100%
580,000
Apts.           CA

Redwood      McKinleyville, 48   1,770,886     12/89        100%
688,572
Creek Apts.     CA

Thunderbird  Mecca,         54   2,596,612      7/90        100%
1,012,157
Apartments      CA
















                                    6

        Boston Capital Tax Credit Fund Limited Partnership -
Series 3

                    PROPERTY PROFILES AS OF MARCH 31, 1999


                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name           Location   Units   12/31/98     Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
The 128
Park Street     Dorchester,  16  $   512,597     7/88
100%    $340,000
Lodging House    MA

Ashley Senior   Ashland,     62    1,777,638     5/89
100%     495,500
Center Apts.     OR

Belfast         Belfast,     24    1,082,747     5/89
100%     245,000
Birches          ME

The Bowditch    Jamaica Plain,
School           MA          50    1,622,807    12/89
100%     883,623
Lodging House

Carriage Gate   Palatka,     48    1,470,430    11/89
100%     385,000
Apartments       FL

Central         Cincinnati, 225    2,800,000    12/89
100%   4,482,818
Parkway Towers   OH

Colony Court    Eustis,      46    1,488,760     6/89
100%     384,200
Apartments       FL

Crane Street    Littleton,   33    1,475,125    12/88
100%     293,000
Court            NH

Cruz Bay        St. John,    20    1,484,816     2/89
100%     285,820
Apartments       USVI

Fiddler's Creek Southport,   24      960,969     2/89
100%     200,397
Apartments       NC

Gilmore Court   Jaffrey,     28    1,381,859     6/89
92%     288,660
                 NH

Greenwood       Owosso,      48    1,433,503     8/89
100%     312,090
Apartments       MI

Hidden Cove     W.Pittsburg  88    2,889,795     8/88
100%   1,761,650
Apartments       CA

Hillmont        Lake Park,   42    1,134,287     5/89
100%     265,218
Apartments       GA
                                    7

        Boston Capital Tax Credit Fund Limited Partnership -
Series 3

                    PROPERTY PROFILES AS OF MARCH 31, 1999

Continued
- ---------
                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name          Location   Units   12/31/98     Completion
3/31/99     uted
- -----------------------------------------------------------------
- -------------
Jackson        Jackson,      28   $1,188,962       7/89
100%  $  225,000
Apartments       WY

Lake North     Lady Lake,    36    1,057,376       1/89
100%     220,780
Apartments       FL

Lakewood Terr  Lakeland,    132    3,805,716       8/89
100%     572,400
Apartments       FL

Lincoln        Salem,        63    3,003,622      12/88
100%     520,000
Apartments       MA

Mann Village   Indianapolis,204    5,367,147       5/89
96%   2,620,620
Apartments       IN

Maplewood      Cloquet,      24      754,535       4/89
100%     150,800
Apartments       MN

Mound Plaza    Moundville,   24      621,209       9/89
100%     129,465
Apartments       AL

Oak Crest      Brainerd,     30      906,495       5/89
100%     168,130
Manor II         MN

Orangewood     Umatilla,     45    1,474,451       9/89
100%     358,350
Villas           FL

Orchard Park   Beaumont,    144    3,868,597       5/89
100%   2,950,000
Apartments       CA

Paige Hall     Minneapolis,  69    2,253,150       4/89
100%     378,538
Apartments       MN

Queens         Philadelphia, 32    1,096,856       1/89
100%     759,500
Court Apts.      PA

Rainbow         Yuma,        81    1,907,361       1/89
100%     702,968
Apartments       AZ

Ripon           Ripon,       24      851,258       7/89
100%     176,260
Apartments       WI

                                    8

        Boston Capital Tax Credit Fund Limited Partnership -
Series 3

                    PROPERTY PROFILES AS OF MARCH 31, 1999


Continued
- ---------
                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name           Location   Units   12/31/98     Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Sun Village   Groveland,     34   $1,044,145       5/88
100%    $211,880
Apartments       FL

Taylor
Terrace       W. Pittsburgh, 30    1,052,290      11/88
100%     227,103
Apartments       PA

The Grove     Vidalia,       54    1,480,429       5/89
100%     345,621
Apartments       GA

Trinidad      Trinidad,      24      917,387       6/89
100%     202,000
Apartments       CO

Vassar        Vassar,        32      918,083      11/89
100%     189,596
Apartments       MI


























                                    9

        Boston Capital Tax Credit Fund Limited Partnership -
Series 4

                    PROPERTY PROFILES AS OF MARCH 31, 1999



                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of     Construction
Occupancy Contrib-
Name           Location   Units   12/31/98     Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Amory Square  Windsor,      74  $  2,137,795     9/89
100%  $1,644,338
Apartments     VT

Auburn Trace  Delray Beach,256     9,983,714     1/90
100%   2,849,298
               FL

Ault          Ault,         16       472,353     7/89
100%      92,232
Apartments     CO

Berkshire     Wichita,      90     2,026,315     9/89
100%   1,829,104
Apartments     KS

Bowditch
School        Jamaica Plain,50     1,622,807    12/89
100%     619,300
Lodging House  MA

Burlwood      Cripple       10       229,754     8/89
100%      45,600
Apartments     Creek, CO

Cambria       Cambria,      24     1,034,192     7/89
100%     367,600
Commons        NY

Central
Parkway       Cincinnati,  225     2,800,000    12/89
100%     944,322
Towers         OH

Clearview     Monte Vista,  24       754,311    11/89
100%     166,400
Apartments     CO

Fuller        St. Paul,      9       501,639     1/89
100%     254,671
Townhomes      MN

Glenhaven     Merced,       15       489,784     6/89
100%     415,000
Park II        CA

Greenwood     Quincy,       36     1,076,947     9/89
100%     282,000
Terrace        FL

Highland      Topeka,       22       373,689    12/88
100%     354,067
Village        KS
Duplexes

                                    10

        Boston Capital Tax Credit Fund Limited Partnership -
Series 4

                    PROPERTY PROFILES AS OF MARCH 31, 1999

Continued
- ---------

                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of     Construction
Occupancy Contrib-
Name           Location   Units   12/31/98     Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Jefferson Pl  Monticello,   38   $ 1,102,759      12/89
100%  $  294,150
Apartments     FL

Landmark      Chesapeake,  120     1,749,107       5/89
100%   1,470,835
Apartments     VA

Meadowcrest   Southfield,   83     2,885,424      10/90
100%   1,055,404
Apartments     MI

Milliken      Milliken,     28       808,667       8/89
100%     135,000
Apartments     CO

Montana Ave.  St. Paul,     13       653,571      11/89
100%     430,167
Townhomes      MN

New Grand     Salt Lake     80     2,844,479       3/90
100%   2,823,370
Hotel          City,UT

Rosenberg     Santa Rosa,   77     1,811,122       1/92
100%     844,300
Hotel          CA

Shockoe Hill  Richmond,     64     1,876,338       9/89
100%   1,110,590
Apartments II  VA

Sunnyview     Salem,        60     2,105,792       9/89
100%     775,000
Apartments     OR

Thompson     Indianapolis, 240     4,927,261      12/89
100%   2,098,660
Village Apts.  IN

Unity Park   Niagara Falls,198     9,760,376      12/90
100%   1,470,300
Phase II       NY

Van Dyke     Sanger,        16       649,257      11/89
100%     474,360
Estates        CA
XVI - A





                                    11

        Boston Capital Tax Credit Fund Limited Partnership -
Series 5

                    PROPERTY PROFILES AS OF MARCH 31, 1999


                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name           Location   Units   12/31/98     Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Annadale         Fresno,    222   $9,391,845      6/90
100%  $1,161,810
Apartments        CA

Calexico Village Calexico,   36    1,566,878      4/90
100%     128,174
Apartments        CA

Glenhaven        Merced,     13      672,431      6/89
100%     356,480
Estates           CA

Heather Ridge    Redding,    56    1,091,336      9/89
100%   1,182,030
Apartments        CA

Point Arena      Point Arena,25    1,200,778      2/90
100%     444,830
Village           CA





























                                    12

        Boston Capital Tax Credit Fund Limited Partnership -
Series 6

                    PROPERTY PROFILES AS OF MARCH 31, 1999

                                  Mortgage
                                   Balance
Qualified Capital
Property                            As of    Construction
Occupancy Contrib-
Name           Location   Units   12/31/98     Completion
3/31/99    uted
- -----------------------------------------------------------------
- -------------
Auburn Trace   Delray Beach, 256    $9,983,714    1/90       100%
$1,971,457
                 FL

Briarwood      Cameron,       24       568,272    9/88       100%
137,367
Estates          MO

Columbia       Richland,     139     4,112,553    2/90       100%
1,607,375
Park Apts.       WA

Eldon Estates  Eldon,         24       554,108    7/88       100%
139,221
                 MO

Forty West     Holland,      120     2,054,384    2/90       100%
1,431,562
Apartments       MI

Hacienda Villa Firebaugh,    120     3,871,423    1/90       100%
1,460,316
Apartments       CA

Hillandale     Lithonia,     132     3,119,770    1/90       100%
1,444,800
Commons          GA

Kearney        Kearney,       16       362,308    3/88       100%
99,334
Properties II    MO

Los Pueblos    Socorro,       32     1,247,480    5/88       100%
414,851
Apartments       NM

Pleasant Hill  Pleasant Hill, 24       559,406   12/88       100%
141,624
                 MO

Rosenberg      Santa Rosa,    77     1,811,122    1/92       100%
555,700
Apartments       CA

Sherburne      Sherburne,     29     1,307,404   10/89       100%
578,409
Senior Housing   NY

Springridge    Warrensburg,   24       568,929    2/88       100%
162,393
III              MO

Tall Pines     Charlestown,   32     1,432,216   11/89       100%
302,491
Apartments       NH

Woodcliff      Ishpeming,     24       756,010   11/89       100%
192,996
Apartments       MI
                                    13

Item 3.      Legal Proceedings

             None.

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

             None.














































                                    14

                                   PART II
                                   -------
Item 5.      Market for the Partnership's Limited Partnership
Interests
             and Related Partnership Matters

             (a)    Market Information

                    The Partnership is classified as a limited
partnership and
             thus has no common stock.  There is no established
public trading
             market for the BACs and it is not anticipated that
any public
             market will develop.

             (b)    Approximate number of security holders.

                    As of March 31, 1999, the Partnership has
7,377 registered
             BAC Holders for an aggregate of 9,800,600 BACs which
were
             offered a subscription price of $10 per BAC.

                    The BACs were issued in series.  Series 1 had
1,024
             investors holding 1,299,900 BACs; Series 2 had 726
investors
             holding 830,300 BACs; Series 3 had 2,323 investors
holding
             2,882,200 BACs; Series 4 had 2,078 investors holding
2,995,300
             BACs; Series 5 had 395 investors holding 489,900
BACs; and Series
             6 had 831 investors holding 1,303,000 BACs.

             (c)    Dividend history and restriction.

                    The Partnership has made no distributions of
Net Cash Flow
             to its BAC Holders from its inception, June 1, 1988
through March
             31, 1999.

                    The Partnership made a return of equity
distribution to
             the Limited Partners in the amount of $350,003
during the year
             ended March 31, 1992.  The distribution was the
result of
             certain Operating Partnerships not achieving their
projected tax
             credits.

                    The Partnership Agreement provides that
Profits, Losses
             and Credits will be allocated each month to the
holder of record
             of a BAC as of the last day of such month.
Allocation of
             Profits, and Credits among BAC Holders will be made
in
             proportion to the number of BACs held by each BAC
Holder.

                    Any distributions of Net Cash Flow or
Liquidation, Sale or
             Refinancing Proceeds will be made within 180 days of
the end of
             the annual period to which they relate.
Distributions will be
             made to the holders of record of a BAC as of the
last day of each
             month in the ratio which (i) the BACs held by such
Person on the
             last day of the calendar month bears to (ii) the
aggregate number
             of BACs outstanding on the last day of such month.



                                    15
                    Partnership allocations and distributions are
described on
             pages 99 to 103 of the Prospectus, as supplemented, which
are
             incorporated herein by reference.

Item 6.      Selected Financial Data

             The information set forth below presents selected
financial data
of the Partnership for each of the five years in the period ended March
31, 1999.  Additional detailed financial information is set forth in
the
audited financial statements listed in Item 14 hereof.


                      March 31      March 31       March 31,     March
31,   March 31,
                        1999          1998           1997          1996
1995
                      --------      --------       --------
- --------    -------- Operations
- ----------

Interest Income          4,355   $    16,039   $      7,074 $     8,821
$    11,022
Other Income                 -           813          2,910       1,557
6,921
Share of Loss
 of operating
 Partnerships       (4,256,419)   (4,676,547)  (  1,453,320)
(5,141,108) (6,602,292)
Operating Exp.      (5,088,524)   (1,096,282)  (  1,081,835)
(1,066,179) (1,229,300)
                    ----------    ----------     ----------   ---------
- ----------
Net Loss            (9,340,588)   (5,755,977) $ (
2,525,171)$(6,196,909)$(7,813,649)
                    ==========    ==========     ==========   =========
==========
Net Loss
 per BAC           $      (.94)  $      (.58) $        (.26)$
(.63)$      (.78)                      ==========    ==========
===========  ==========   =========
Balance Sheet
- -------------
Total Assets       $13,845,884   $22,097,154  $ 26,710,863  $28,194,596
$33,412,311
                    ==========    ==========   ===========   ==========
==========
Total Liab.        $ 6,969,091   $ 5,879,773  $  4,737,505  $ 3,696,067
$ 2,716,873
Partners'           ==========    ==========   ===========   ==========
==========
 Equity            $ 6,876,793   $16,217,381  $ 21,973,358  $24,498,529
$30,695,438
                    ==========    ==========   ===========   ==========
==========
Other Data

Tax Credits per BAC for
the Investors Tax Year,
the twelve months ended
December 31,1998 1997
1996 1995 and 1994*
                    $     1.20   $     1.24   $      1.25   $     1.24
$      1.25                        =========    =========    ==========
==========   ==========

*Credit per BAC is a weighted average of all the Series.  Since each
Series
has invested as a limited partner in different Operating Partnerships
the
Credit per BAC will vary slightly.  For more detailed information refer
to
Item 7. Results of Operations.
                                    16

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

Liquidity
- ---------
      The Partnership's primary source of funds was the proceeds
of its public
offering.  Other sources of liquidity include  (i) interest
earned on capital
contributions held pending investment or held for working capital
reserves and
(ii) cash distributions from operations of the Operating
Partnerships in which
the Partnership has invested.  These sources of liquidity are
available to
meet the obligations of the Partnership.  The Partnership is
currently
accruing the annual partnership management fees, which allows
each series the
ability to pay non-affiliated third party obligations.  During
the fiscal year
ended March 31, 1999 the Partnership accrued $954,708 in annual
partnership
management fees.  As of March 31, 1999, total partnership
management fees
accrued were $6,445,474.  Pursuant to the Partnership Agreement,
such
liabilities will be deferred until the Partnership receives sales
or
refinancing proceeds from Operating Partnerships which will be
used to satisfy
such liabilities.

      An affiliate of the general partner has advanced $258,250
to the
Partnership to pay certain third party operating expenses.  The
amounts
advanced to four of the six series are as follows: $48,000 to
Series 1;
$45,000 to Series 2; $102,250 to Series 3; and $63,000 to Series
4.  These
and any additional advances will be paid, without interest, from
available
cash flow, reporting fees, or the proceeds of sales or
refinancing of the
Partnership's interests in Operating Partnerships.  The
Partnership
anticipates that as the Operating Partnerships continue to
mature, more cash
flow and reporting fees will be generated.  Cash flow and
reporting fees will
be added to the Partnership's working capital and will be
available to meet
future third party obligations of the Partnership.  The
Partnership is
currently pursuing, and will continue to pursue, available cash
flow and
reporting fees and anticipates that the amount collected will be
sufficient
to cover third party expenses.

Capital Resources
- -----------------
      The Partnership offered BACs in a public offering declared
effective by
the Securities and Exchange Commission on August 29, 1988.  The
Partnership
received and accepted subscriptions for $97,746,940 representing
9,800,600
BACs from investors admitted as BAC Holders in Series 1 through
Series 6 of
the Partnership.

      Offers and sales of BACs in Series 1 through Series 6 of
the Partnership
were completed and the last of the BACs in Series 6 were issued
by the
Partnership on September 29, 1989.

      (Series 1).  The Partnership received and accepted
subscriptions
for $12,999,000, representing 1,299,900 BACs from investors
admitted as BAC
Holders in Series 1.  Offers and sales of BACs in Series 1 were
completed and
the last of the BACs in Series 1 were issued on December 14,
1988.


                                     17

      As of March 31, 1999, the net proceeds from the offer and
sale of BACs
in Series 1 had been used to invest in a total of 19 Operating
Partnerships in
an aggregate amount of $9,407,952, and the Partnership had
completed payment
of all installments of its capital contributions.  Series 1 net
offering
proceeds in the amount of $6,640 remains in Working Capital.

      (Series 2).  The Partnership received and accepted
subscriptions for
$8,303,000, representing 830,300 BACs from investors admitted as
BAC Holders
in Series 2.  Proceeds from the sale of BACs in Series 2 were
invested in
Operating Partnerships owning apartment complexes located in
California only,
which generate both California and Federal Housing Tax Credits.
Offers and
sales of BACs in Series 2 were completed and the last of the BACs
in Series 2
were issued by the Partnership on March 30, 1989.

      As of March 31, 1999, the net proceeds of the offer and
sale of BACs in
Series 2 had been used to invest in a total of 8 Operating
Partnerships in
an aggregate amount of $6,498,176, and the Partnership had
completed payment
of all installments of its capital contributions.  Series 2 net
offering
proceeds in the amount of $5,497 remains in Working Capital.

      (Series 3).  The Partnership received and accepted
subscriptions for
$28,822,000, representing 2,882,200 BACs from investors admitted
as BAC
Holders in Series 3.  Offers and sales of BACs in Series 3 were
completed
and the last of the BACs in Series 3 were issued by the
Partnership on March
14, 1989.

       As of March 31, 1999, the net proceeds from the offer and
sale of BACs
in Series 3 had been used to invest in a total of 33 Operating
Partnerships in
an aggregate amount of $21,738,797, and the Partnership had
completed payment
of all installments of its capital contributions to all of its
Operating
Partnerships.  Series 3 net offering proceeds in the amount of
$2,331 remains
in Working Capital.

      (Series 4).  The Partnership commenced offering BACs in
Series 4 on
March 27, 1989.  The Partnership received and accepted
subscriptions for
29,788,160, representing 2,995,300 BACs from investors admitted
as BAC Holders
in Series 4.  Offers and sales of BACs in Series 4 were completed
and the last
of the BACs in Series 4 were issued by the Partnership on July 7,
1989.

      As of March 31, 1999, the net proceeds from the offer and
sale of BACs
in Series 4 had been used to invest in a total of 25 Operating
Partnerships in
an aggregate amount of $22,934,082, and the Partnership had
completed payment
of all installments of its capital contributions to all of its
Operating
Partnerships.  Series 4 net offering proceeds in the amount of
$10,320 remains
in Working Capital.

      (Series 5).  The Partnership commenced offering BACs in
Series 5 on June
19, 1989.  The Partnership received and accepted subscriptions
for $4,899,000,
representing 489,900 BACs from investors admitted as BAC Holders
in Series 5.



                                     18

      Proceeds from the sale of BACs in Series 5 were invested in
Operating
Partnerships owning apartment complexes located in California
only, which
generate both California and Federal Housing Tax Credits.  Offers
and sales of
BACs in Series 5 were completed and the last of the BACs in
Series 5 were
issued by the Partnership on August 22, 1989.

      As of March 31, 1999, the net proceeds of the offer and
sale of BACs in
Series 5 had been used to invest in a total of 5 Operating
Partnerships in
an aggregate amount of $3,431,044, and the Partnership had
completed payment
of all installments of its capital contributions. Series 5 net
offering
proceeds in the amount of $118,832 remains in Working Capital.

      (Series 6).  The Partnership commenced offering BACs in
Series 6 on July
18, 1989.  The Partnership received and accepted subscriptions
for
$12,935,780, representing 1,303,000 BACs from investors admitted
as BAC
Holders in Series 6.  Offers and sales of BACs in Series 6 were
completed and
the last of the BACs in Series 6 were issued by the Partnership
on September
29, 1989.

      As of March 31, 1999 the net proceeds from the offer and
sale of BACs in
Series 6 had been used to invest in a total of 15 Operating
Partnerships in an
aggregate amount of $10,652,631, and the Partnership had
completed payment of
all installments of its capital contributions to all of its
Operating
Partnerships.  Series 6 net offering proceeds in the amount of
$16,515 remains
in Working Capital.

Results of Operations
- ---------------------
      The Partnership incurs an annual partnership management fee
payable to
the General Partner and/or its affiliates in an amount equal to
0.375% of the
aggregate cost of the Apartment Complexes owned by the Operating
Partnerships,
less the amount of certain partnership management and reporting
fees paid or
payable by the Operating Partnerships.  The annual partnership
management fee
incurred for the fiscal years ended March 31, 1999 and 1998 was
$919,866 and
$922,872, respectively, an amount which is anticipated to be
lower for
subsequent fiscal years as more of the Operating Partnerships
begin to accrue
and pay annual partnership management and reporting fees.  During
the fiscal
years ended March 31, 1999 and 1998, the Partnership received
$34,842 and
$31,836, respectively, in reporting fees from the Operating
Partnerships.

      The Partnership's investment objectives do not include
receipt of
significant cash distributions from the Operating Partnerships in
which it has
invested.  The Partnership's investments in Operating
Partnerships have been
made principally with a view towards realization of Federal
Housing Tax
Credits for allocation to its partners and BAC holders.

      (Series 1).  As of March 31, 1999 and 1998, the Qualified
Occupancy for
the Series was 100% and 99.7%, respectively.  The Series had a
total of 19
properties at March 31, 1999.  Out of the total, 19 were at 100%
qualified
occupancy.

                                  19


     For the years ended December 31, 1998 and 1997 Series 1
reflects a net
loss from Operating Partnerships of $16,589,287 and $694,852,
respectively,
when adjusted for depreciation which is a non-cash item.  The
increase in the loss from 1997 to 1998 is due to an impairment
loss in Genesse Commons Associates (River Park Commons) and Unity
Park Associates (Unity Park Phase II).  When adjusted for the
impairment loss the series reflects a net loss for 1998 of
$489,160.  Substantially all of the net loss for both years is
attributable to accrued mortgage interest not payable currently
by Genesee Commons Associates (River Park Commons), Kingston
Property Associates (Broadway East Townhomes), and Unity Park
Associates (Unity Park Phase II).   All three partnerships have
forbearance agreements in place allowing the property to pay
minimal mortgage payments while the property continues to accrue
all interest payments due.  Occupancy remains low due to a lack
of rental assistance and a poor local economy.  The properties
have received loans from the state housing agency, which are
being used to complete rehabilitation work.  This rehab is
ongoing and loan proceeds will continue to fund repairs until the
moneys are exhausted.  The management company feels these repairs
should have a positive effect on occupancy.

      The properties owned by Townhomes of Minnehaha Court
(Minnehaha Court Apartments) and Virginia Circle (Virginia Circle
Townhomes) have shown improved operating results but continue to
incur high operating expenses, which have resulted in operating
deficits. Minnesota Housing Finance Agency has continued their
commitment to support improved operations by granting interest
free mortgage loans to Townhomes of Minnehaha and Virginia Circle
to correct deferred maintenance issues.  Work on most of the
deferred maintenance items has been performed.  The management
company continues to complete the remaining list of
repairs/improvements as weather permits.  It is anticipated that
the improvements will allow for a reduction of operating expenses
in the future, which is essential for continued improvement in
the properties' performance.

     For the tax years ended December 31, 1998 and 1997, the
Series, in
total, generated $1,828,117 and $2,091,204, respectively, in
passive income
tax losses that were passed through to the investors, and also
provided $1.19 and $1.40, respectively, per year for 1998 and
1997 in tax credits per BAC to the investors.  The decrease in
tax credits per BAC in 1998 was due to Kingston Associates
(Broadway East) completing its 10-year tax credit allocation. The
Partnership has reached the point where many of the Operating
Limited Partnerships will be completing their 10-year tax credit
allocation; therefore , the partnerships will be generating
annual tax credits accordingly.

      (Series 2).  As of March 31, 1999 and 1998, the Qualified
Occupancy for
the series was 100%.  The Series had a total of 8 properties at
March 31, 1999, all of which were at 100% qualified occupancy.

      For the years ended December 31, 1998 and 1997 Series 2
reflects a net
loss from Operating Partnerships of $658,622 and $577,336,
respectively,
when adjusted for depreciation which is a non-cash item.

     The properties owned by Haven Park Partners III, A
California L.P. (Glenhaven Park III) and Haven Park Partners IV,
A California L.P. (Glenhaven Park IV) continue to suffer from
high operating expenses and occupancy issues.

                                 20

The management company has said that the rental market is poor
with an over supply of housing.  As of March 31, 1999 physical
occupancy at the two properties were 86% and 75%, respectively.
The management company will continue to actively conduct outreach
to generate new interest in the properties along with working
towards reducing the operating expenses.  The Investment General
Partner is also working with the Operating General Partner in
developing a capital needs plan to assess what can be done to the
properties in hopes of improving occupancy levels.

     Annadale Housing Partners (Kingsview Manor & Estates) has
reported net losses due to operational issues associated with the
property.  Decreasing occupancy during the quarter and economic
factors relevant to the marketplace prevent the necessary rental
income from being generated to cover the operational expenses.
In order to address these issues, the Operating General Partner
has hired a consultant to assist management in aggressively
marketing the property.  In addition, the management agent has
hired a new on-site manager and leasing agent.  The rental rates
at the property were increased during the last quarter of 1998.
In a step to cut costs even further the Operating General Partner
has initiated loan restructure discussions with the first lender
for more favorable terms.  The Investment General Partner
continues to monitor this situation closely.  Occupancy is 88% as
of March 31, 1999.

      For the tax years ended December 31, 1998 and 1997, the
Series, in
total, generated $797,920 and $1,053,496, respectively, in
passive income tax losses that were passed through to the
investors, and also provided $1.01
per year for 1998 and 1997, respectively, in tax credits per BAC
to the
investors.

(Series 3).  As of March 31, 1999 and 1998, the Qualified
Occupancy for
the Series was 99.6%.  The Series had a total of 33 properties at
March 31,
1999.  Out of the total, 31 were at 100% qualified occupancy.

      For the years ended December 31, 1998 and 1997 Series 3
reflects a net
income (loss) from Operating Partnerships of $(4,963,468) and
$(4,926,027),
respectively, when adjusted for depreciation which is a non-cash
item.  The current year and prior year loss is the result of a
non-cash impairment loss incurred by one of the Operating
Partnerships. When adjusted for the loss, the Operating
Partnerships reflect a net loss of $633,468 and $533,202,
respectively for 1998 and 1997.

     The Investment General Partner continues to monitor the
operations of Lincoln Hotel Associates (Lincoln Apartments) in an
effort to improve the overall results of operations of the
series.  A recent rehabilitation of the property has been
completed and should assist in attracting new tenants.  As
of March 31, 1999 the overall physical occupancy of the property
was 87%.  The
management company, with the assistance of area housing agencies
and a





                                  21
more thorough screening process, has greatly improved occupancy
rates.  The improvement in occupancy is anticipated to have a
positive effect on net income.

     The property owned by California Investors VI L.P. (Orchard
Park)  has increased its physical occupancy from 88% as of
December 31, 1998 to 91% as of March 31, 1999.  The management
company continues to be aggressive with marketing the property
and conducting active outreach.  The Operating General Partner,
with the assistance of a consultant, has developed a new
marketing campaign, which was implemented during the last quarter
of 1998.  In addition, the management company replaced the site
manager and leasing agent.  A large recreation facility is
expected to be built adjacent to the property at the end of 1999.
Once this park is opened, it is expected to enhance the appeal of
Orchard Park Apartments to families.

     Hidden Cove Apartments (Hidden Cove) continues to incur
operating deficits due to high operating expenses.  While the new
management company has been successful in reducing the deficits
by reducing expenses, the property remains unable to operate
above break-even.  The Operating General Partner has been funding
a capital improvement plan established by the new management
company in hopes of improving the property's appeal.  Average
occupancy at the property has risen to 98%.  To date the
Operating General Partner has been unsuccessful in securing
refinancing through local lenders.

          Central Parkway Tower (Central Parkway Towers)
continues to experience occupancy problems.  Physical occupancy
as of March 31, 1999 was 64%.  The low occupancy continues to
result in operating deficits, accrued payables, and deferred
maintenance.  The property manager is currently trying to
increase occupancy by working with city, state, and federal
agencies to expand referrals and contracts.  The property
continues to receive monthly income from the county mental health
board, although the contract has not been formally renewed since
it expired in 1996.

     For the tax years ended December 31, 1998 and 1997, the
Series, in
total, generated $2,349,228 and $2,519,771, respectively, in
passive income
tax losses that were passed through to the investors, and also
provided $1.24 and $1.27, respectively, per year for 1998 and
1997 in tax credits per BAC to the investors.  The variance in
passive income tax losses generated for the tax years ended
December 31, 1998 and 1997 is due to the fact that the Operating
Partnership Rosenberg reflected income from cancellation of
indebtedness caused by debt restructuring during the tax year
ended December 31, 1996.

      (Series 4).  As of March 31, 1999 and 1998, the Qualified
Occupancy for
the series was 100%.  The Series had a total of 25 properties at
March 31,
1999, all of which were at 100% qualified occupancy.




                                   22
For the years ended December 31, 1998 and 1997 Series 4
reflects a net
income (loss) from Operating Partnerships of $(13,076,365) and
$(529,503)
respectively,  when adjusted for depreciation which is a non-cash
item.
Unity Park Associates (Unity Park Phase II) and Central Parkway
Tower (Central Parkway Towers) had a one time non-cash impairment
loss.  This is in accordance with newly adopted SFAS No. 121.
When adjusted for the loss, the Operating Partnerships reflect a
net loss of $(680,222) for 1998.

     Unity Park Associates (Unity Park Phase II) reflects a net
loss, which is attributable to accrued mortgage interest.  The
Operating Partnership has a forbearance agreement in place
allowing the property to pay minimal mortgage
payments while the property continues to accrue all interest
payments
due.  Occupancy remains low due to a lack of rental assistance
and a
poor local economy.  The property has received loans from the
state
housing agency, which are being used to complete rehabilitation
work.  This rehab is ongoing and proceeds will continue to fund
repairs until the moneys
are exhausted.  The management company feels these repairs should
have a positive effect on occupancy.

     The Operating Partnership, Van Dyck Estates XVI-A (Van Dyck
Estates XVI-A) has brought its delinquent real estate taxes
current in accordance with the repayment plan.  A recent
reduction in real estate taxes should allow the property to
operate close to break-even.  The property continues to operate
at nearly 100% occupancy every month.

     Central Parkway Tower (Central Parkway Towers) continues to
experience occupancy problems.  Physical occupancy as of March
31, 1999 was 64%.  The low occupancy continues to result in
operating deficits, accrued payables, and deferred maintenance.
The property manager is currently trying to increase occupancy by
working with city, state, and federal agencies to expand
referrals and contracts.  The property continues to receive
monthly income from the county mental health board, although the
contract has not been formally renewed since it expired in 1996.

     The property owned by Haven Park Partners, A California L.P.
(Glenhaven Park II) continues to suffer from high operating
expenses and occupancy issues. The management company has said
that the rental market is poor with on over supply of housing.
As of March 31, 1999, physical occupancy was 86%.  The management
company will continue to actively conduct outreach to generate
new interest in the property along with working towards reducing
the operating expenses.  The Investment General Partner is also
working with the Operating General Partner in developing a
capital needs plan to assess what can be done to the property in
hopes of improving occupancy levels.

     For the tax years ended December 31, 1997 and 1996, the
Series, in
total, generated $2,355,182 and $2,376,272, respectively, in
passive income
tax losses that were passed through to the investors, and also
provided $1.23
per year for 1998 and 1997 in tax credits per BAC to the
investors.

      (Series 5).  As of March 31, 1999 and 1998, the Qualified
Occupancy for
the Series was 100%.  The Series had a total of 5 properties at
March 31, 1999, all of which were at 100% qualified occupancy.


                              23


     For the years ended December 31, 1998 and 1997 Series 5
reflects a net
loss of $673,661 and $640,193, respectively, from Operating
Partnerships,
when adjusted for depreciation which is a non-cash item.

     Annadale Housing Partners (Kingsview Manor & Estates) has
reported net losses due to operational issues associated with the
property.  Decreasing occupancy during the quarter and economic
factors relevant to the marketplace prevent the necessary rental
income from being generated to cover the operational expenses.
In order to address these issues, the Operating General Partner
has hired a consultant to assist management in aggressively
marketing the property.  In addition, the management agent has
hired a new on-site manager and lesing agent.  The rental rates
at the property were increased during the last quarter of 1998.
In a step to cut costs even further the Operating General Partner
has initiated loan restructure discussions with the first lender
for more favorable terms.  The Investment General Partner
continues to monitor this situation closely.  Occupancy is 88% as
of March 31, 1999.

     The property owned by Glenhaven Park Partners, A California
L.P. (Glenhaven Estates) continues to suffer from high operating
expenses and occupancy issues.  The management company has said
that the rental market is poor with on over supply of housing.
As of March 31, 1999, physical occupancy was 69%.  The management
company will continue to actively conduct outreach to generate
new interest in the property along with working towards reducing
the operating expenses.  The Investment General Partner is also
working with the Operating General Partner to develop a capital
needs plan to assess what can be done to the property in hopes of
improving occupancy levels.


      For the tax years ended December 31, 1998 and 1997, the
Series, in
total, generated $368,457 and $459,605, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.00 and $1.03, per year for 1998 and 1997,
respectively, in tax credits per BAC to the
investors.

      (Series 6).  As of March 31, 1999 and 1998, the Qualified
Occupancy for
the series was 100% and 99.7%, respectively.  The Series had a
total of 15 properties at March 31, 1999, all of which were at
100% qualified occupancy.

     For the years ended December 31, 1998 and 1997 Series 6
reflects a net income from Operating Partnerships of $773,057 and
$767,296 respectively, when adjusted for depreciation which is a
non-cash item.

     For the tax year ended December 31, 1998 and 1997, the
Series, in total,
generated $732,065 and $732,065, respectively, in passive income
tax losses
that were passed through to the investors, and also provided
$1.27
per year for 1998 and 1997, respectively, in tax credits per BAC
to the
investors.








                                24
Recent Accounting Statements Not Yet Adopted
- --------------------------------------------


     On March 31, 1997, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." SFAS No. 128 provides accounting and reporting
standards for the amount of earnings per share.  SFAS No. 129
requires the disclosure in summary form within the financial
statements of pertinent fights and privileges of the various
securities outstanding.  On March 31, 1998, the Partnership
adopted SFAS No. 130, "Reporting Comprehensive Income," and SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 132, "Employees' Disclosures about
Pensions and Other Post-retirement Benefits." SFAS No. 130
establishes standards for reporting and display of comprehensive
income and its components, SFAS No. 131 establishes standards for
how public business enterprises report information about
operating segments and SFAS No. 132 revises employers'
disclosures about pension and other post-retirement benefit
plans.  The implementation of these standards has not materially
affected the partnership's financial statements.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  In October 1998,
the FASB issued SFAS No. 134, "Accounting for Mortgage-backed
Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise."  In February
1999, the FASB issued SFAS No. 135, "Rescission of FASB Statement
75 and Technical Corrections."  SFAS No. 133 is effective for all
the fiscal quarters of years beginning after June 15, 1999; SFAS
No. 134 is effective for the first fiscal quarter beginning after
December 31, 1998; and SFAS No. 135 is effective for years ending
after February 15, 1999.  Early adoption is encouraged for SFAS
No. 133, 134 and 135.

     The fund does not have any derivative or hedging activities
and does not have any mortgage-backed securities.  FASB Statement
75, "Deferral of the Effective Date of Certain Accounting
Requirements for Pension Plans of State and Local Governmental
Units," does not apply to the fund.  Consequently, these
pronouncements are expected to have no effect on the fund's
financial statements.

Year 2000 Compliance
- --------------------
   Boston Capital and its management have reviewed the potential
computer problems that may arise from the century date change
known as the "Year 2000"or "Y2K" problem.  We are currently in
the process of taking the necessary precautions to minimize any
disruptions.  The majority of Boston Capital's systems are "Y2K"
compliant. For all remaining systems we have contacted the
vendors to provide us with the necessary upgrades and
replacements.  Boston Capital is committed to ensuring that the
"Y2K" issue will have no impact on our investors.







                               25
Item 7a.     Quantitative and Qualitative Disclosure About Market
Risk- Not                Applicable




Item 8.      Financial Statements and Supplementary Data

      The information required by this item is contained in Part
IV, Item 14
of this Annual Report on Form 10-K.

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

             None.









































                               26


                                   PART III
                                   --------
Item 10.    Directors and Executive Officers of the Registrant

    (a), (b), (c), (d) and (e)

    The Partnership has no directors or executives officers of
its own.  The following biographical information is presented for
the partners of the General Partners and affiliates of those
partners (including Boston Capital Partners, Inc. ("Boston
Capital")) with principal responsibility for the Partnership's
affairs.

    Herbert F. Collins, age 68, is co-founder and Chairman of the
Board  of  Boston  Capital Corporation.  Nominated  by  President
Clinton  and  confirmed by the United States Senate, Mr.  Collins
served  as  the  Republican private sector member of  the  Thrift
Depositor  Protection Oversight Board.  During 1990 and  1991  he
served as Chairman of the Board of Directors for the Federal Home
Loan  Bank of Boston, a 314-member, $12 billion central  bank  in
New England.  Mr. Collins is the co-founder and past President of
the Coalition for Rural Housing and Development. In the 1980s  he
served as Chairman of the Massachusetts Housing Policy Commission
to evaluate current programs and recommend future housing policy.
Additionally, he served as a member of the Board of Directors  of
the  Metropolitan Boston Housing Partnership and on the Mitchell-
Danforth Task Force, which helped structure the 1990 federal  Tax
Credit  legislation.  Mr. Collins also is a past  Member  of  the
Board of Directors of the National Leased Housing Association and
has  served  as a member of the U. S. Conference of  Mayors  Task
Force on "HUD and the cities: 1995 and Beyond."  Mr. Collins also
was  a  member of the Fannie Mae Housing Impact Advisory  Council
and the Republican Housing Opportunity Caucus.  He is Chairman of
the  Business  Advisory  Council and a  member  of  the  National
Council  of  State Housing Agencies Tax Credit  Commission.   Mr.
Collins graduated from Harvard College.  President Bush appointed
him to the President's Advisory Committee on the Arts at the John
F. Kennedy Center for the Performing Arts.  He is a leader in the
civic community, serving on the Boards of Youthbuild Boston,  the
Pine Inn and I Have a Dream Foundation.

     John  P. Manning, age 51, is co-founder, President and Chief
Executive  Officer  of  Boston Capital Corporation  where  he  is
responsible for strategic planning and business development.   In
addition  to his responsibilities at Boston Capital, Mr.  Manning
is  a  proactive leader in the industry.  He served in 1990 as  a
member  of the Mitchell-Danforth Task Force, to review and reform
the Low Income Housing Tax Credit.  He was the founding President
of  the  Affordable Housing Tax Credit Coalition, is a member  of
the board of the National Leased Housing Association and sits  on
the  Advisory  Board of the publication Housing  and  Development
Reporter.   During  the  1980s he  served  as  a  member  of  the
Massachusetts  Housing Policy Committee, as an appointee  of  the
Governor   of  Massachusetts.   In  addition,  Mr.  Manning   has
testified before the U.S. House Ways and Means Committee and  the
U.S.  Senate  Finance  Committee, on the  critical  role  of  the
private  sector  in  the success of the Low  Income  Housing  Tax
Credit Program.  In 1996, President Clinton appointed him to  the
President's Advisory Committee on the Arts at the John F. Kennedy
Center for the Performing Arts.  In 1998, President Clinton  also
appointed Mr. Manning to the President's Export Council, which is
the premier committee comprised of major corporate CEOs to advise
the President in matters of foreign trade.  Mr. Manning is also a
member  of  the  Board  of  Directors  of  the  John  F.  Kennedy
Presidential Library in Boston.  In the civic community, Mr.
                                   27
Manning  is a leader, serving on the Board of Youthbuild  Boston.
Mr. Manning is a graduate of Boston College.

Richard J. DeAgazio, age 54, is Executive Vice President of
Boston Capital Partners, Inc., and is President of Boston Capital
Services, Inc., Boston Capital's NASD registered broker/dealer.
Mr. DeAgazio formerly served on the national Board of Governors
of the National Association of Securities Dealers (NASD), was the
Vice Chairman of the NASD's District 11 Committee, and served as
Chairman of the NASD's Statutory Disqualification Subcommittee of
the National Business Conduct Committee. He also served on the
NASD State Liaison Committee and the Direct Participation Program
Committee.  He presently serves as a member of the National
Adjudicatory Council on NASD.  He is a founder and past President
of the National Real Estate Investment Association, past
President of the Real Estate Securities and Syndication Institute
(Massachusetts Chapter) and the Real Estate Investment
Association. Prior to joining Boston Capital in 1981, Mr.
DeAgazio was the Senior Vice President and Director of the
Brokerage Division of Dresdner Securities (USA), Inc., an
international investment banking firm owned by four major
European banks, and was a Vice President of Burgess &
Leith/Advest. He has been a member of the Boston Stock Exchange
since 1967. He is a leader in the community and serves on the
Business Leaders Council of the Boston Symphony, Board of
Directors for Junior Achievement of Massachusetts, the Board of
Advisors for the Ron Burton Training Village and is on the Board
of Corporators of Northeastern University.  He graduated from
Northeastern University.

     Christopher  W.  Collins,  age  43,  is  an  Executive  Vice
President  and a principal of Boston Capital Partners, Inc.,  and
is  responsible for, among other areas, overseeing the investment
portfolio   of  funds  sponsored  by  Boston  Capital   and   the
acquisition  of real estate investments on behalf of such  funds.
Mr.   Collins  has  had  extensive  experience  in  real   estate
development activities, having founded and directed the  American
Development Group, a comprehensive real estate development  firm,
and  has  also had extensive experience in the area of  acquiring
real estate investments.  He is on the Board of Directors of  the
National  Multi-Housing Council and a member of the Massachusetts
Housing  Finance  Agency  Multi-Family  Advisory  Committee.   He
graduated from the University of New Hampshire.

    Anthony A. Nickas, age 38, is Chief Financial Officer of
Boston Capital Partners, Inc., and serves as Chairman of the
firm's Operating Committee.  He has fifteen years of experience
in the accounting and finance field and has supervised the
financial aspects of Boston Capital's project development and
property management affiliates.  Prior to joining Boston Capital
in 1987, he was Assistant Director of Accounting and Financial
Reporting for the Yankee Companies, Inc., and was an Audit
Supervisor for Wolf & Company of Massachusetts, P.C., a regional
certified public accounting firm based in Boston.  He graduated
with honors from Norwich University.

      (f)    Involvement in certain legal proceedings.

             None.

      (g)    Promoters and control persons.


                                     28

             None.

Item 11.     Executive Compensation

      (a), (b), (c), (d) and (e)

      The Partnership has no officers or directors.  However,
under the
terms of the Amended and Restated Agreement and Certificate of
Limited
Partnership of the Partnership, the Partnership has paid or
accrued
obligations to the General Partner and its affiliates for the
following
fees during the 1999 fiscal year:

      1.     An annual partnership management fee based on 0.375%
of the
             aggregate cost of all apartment complexes acquired
by the
             Operating Partnerships has been accrued as payable
to Boston
             Capital Communications Limited Partnership.  The
annual
             partnership management fees accrued during the year
ended March
             31, 1999 was $954,708.  Accrued fees are payable
without interest
             as sufficient funds become available.


      2.     The Partnership has reimbursed an affiliate of the
General
             Partner a total of $18,999 for amounts charged to
             operations during the year ended March 31, 1999.
The
             reimbursement includes, but may not be limited to
postage,
             printing, travel, and overhead allocations.

Item 12.     Security Ownership of Certain Beneficial Owners and
             Management

      (a)    Security ownership of certain beneficial owners.

      As of March 31, 1999, 9,800,600 BACs had been issued.  No
person
      is known to own beneficially in excess of 5% of the
outstanding
      BACs in any series.

      (b)    Security ownership of management.

      The General Partner has a 1% interest in all Profits,
Losses,
      Credits and distributions of the Partnership.  The
Partnership's
      response to Item 12(a) is incorporated herein by reference.

      (c)    Changes in control.

      There exists no arrangement known to the Partnership the
operation
      of which may at a subsequent date result in a change in
control of
      the Partnership.  There is a provision in the Limited
Partnership
      Agreement which allows, under certain circumstances, the
ability
      to change control.

Item 13.     Certain Relationships and Related Transactions

      (a)    Transactions with management and others.
                                     29

      The Partnership has no officers or directors.  However,
under the
      terms of the public offering, various kinds of compensation
and
      fees are payable to the General Partner and its Affiliates
during
      the organization and operation of the Partnership.
Additionally,
      the General Partner will receive distributions from the
      partnership if there is cash available for distribution or
      residual proceeds as defined in the Partnership Agreement.
The
      amounts and kinds of compensation and fees are described on
pages
      32 to 33 of the Prospectus under the caption "Compensation
and
      Fees", which is incorporated herein by reference.  See Note
B of
      Notes to Financial Statements in Item 14 of this Annual
Report on
      Form  10-K for amounts accrued or paid to the General
Partner and
      its affiliates during the period from April 1, 1996 through
      March 31, 1999.

      (b)    Certain business relationships.

      The Partnership response to Item 13(a) is incorporated
herein by
      reference.

      (c)    Indebtedness of management.

      None.

      (d)    Transactions with promoters.

      Not applicable.





















                                    30

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

             (a)    1.  Financial Statements
                        --------------------
             Independent Auditors' Report

             Balance Sheets, March 31, 1999 and 1998

             Statements of Operations, Years ended March 31,
1999, 1998 and                1997.

             Statements of Changes in Partners' Capital, Years
ended
             March 31, 1999, 1998, and 1997

          Statements of Cash Flows, Years ended March 31, 1999,
          1998 and    1997

             Notes to Financial Statements, March 31, 1999, 1998,
and
             1997


             (a)    2.  Financial Statement Schedules
                        -----------------------------
             Schedule III - Real Estate and Accumulated
Depreciation

             Notes to Schedule III

             Schedules not listed are omitted because of the
absence of
             the conditions under which they are required or
because the
             information is included in the financial statements
or the
             notes hereto.

             (a)    3.  Exhibits (listed according to the number
             assigned in the table in Item 601 of Regulation S-K)

                    Exhibit No. 3 - Organization Documents

                    a.     Certificate of Limited Partnership of
                    Boston Capital Tax Credit Fund Limited
Partnership.
                    (Incorporated by reference from Exhibit 3 to
the
                    Partnership's Registration Statement No.
33-22505
                    on Form S-11 as filed with the Securities and
                    Exchange Commission on June 20, 1988.)

                    Exhibit No. 4 - Instruments defining the
rights of
                    security holders, including indentures.



                                    31

                    a.     Agreement of Limited Partnership of
Boston
                    Capital Tax Credit Fund Limited Partnership.
                    (Incorporated by reference from Exhibit 4 to
                    Amendment No. 1 to the Partnership's
Registration
                    Statement No. 33-22505 on Form S-11 as filed
with
                    the Securities and Exchange Commission on
August
                    25, 1988.)

                    Exhibit No. 10 - Material contracts.

                    a.     Beneficial Assignee Certificate.
                    (Incorporated by reference from Exhibit 10A
to
                    Amendment No. 1 to the Partnership's
Registration
                    Statement No. 33-22505 on Form S-11 as filed
with
                    the Securities and Exchange Commission on
August 25,
                    1988.)

      (b)    Reports on Form 8-K
             -------------------
             There were no reports on Form 8-K filed during the
             quarter ended March 31, 1999.

      (c)    Exhibits
             --------
             The list of exhibits required by Item 601 of
Regulation S-K
             is included in Item 14(a)(3).

      (d)    Financial Statement Schedules
             -----------------------------
             See Item 14(a) 1 and 2 above.

      (e)    Independent Auditors' Reports of Operating Limited
             Partnerships



















                                    32

                                  SIGNATURES
                                  ----------
      Pursuant to the requirements of Section 13 of the
Securities
Exchange Act of 1934, the Partnership has duly caused this Report
to be
signed on its behalf by the undersigned, thereunto duly
authorized.

                           Boston Capital Tax Credit Fund Limited
                           Partnership

                  By:            Boston Capital Associates
Limited
                                 Partnership, General Partner

                  By:            Boston Capital Associates



Date: June 30, 1999                   By:/s/ John P. Manning

- ----------------------------
                                        John P. Manning


                                     By:/s/ Herbert F. Collins

- ----------------------------
                                        Herbert F. Collins

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


DATE:             SIGNATURE:                   TITLE:


June 30, 1999   /s/ John P. Manning              General Partner
and
               ------------------------         Principal
Executive
               John P. Manning                  Officer,
Principal
                                                Financial Officer
and
                                                Principal
Accounting
                                                Officer of Boston
                                                Capital
Associates


              /s/ Herbert F. Collins            General Partner
and
              --------------------------        Principal
Executive
              Herbert F. Collins                Officer,
Principal
                                                Financial Officer
and
                                                Principal
Accounting
                                                Officer of Boston
                                                Capital
Associates


                                    33

                            SIGNATURES
                            ----------
    Pursuant to the requirements of Section 13 of the Securities
Exchange Act
of 1934, the Partnership has duly caused this Report to be signed
on its
behalf by the undersigned, thereunto duly authorized.

                  Boston Capital Tax Credit Fund Limited
                  Partnership

                  By:            Boston Capital Associates
                                 Limited Partnership, General
                                 Partner

                  By:            Boston Capital Associates



DATE: June 30, 1998                   By:______________________
                                         John P. Manning


                                     By:______________________
                                         Herbert F. Collins

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

DATE:           SIGNATURE:                           TITLE:

                                               General Partner and
June 30,1999     __________________             Principal
Executive
                John P. Manning                Officer, Principal
                                               Financial Officer
and
                                               Principal
Accounting
                                               Officer of Boston
                                               Capital Associates


                                               General Partner and
                __________________             Principal Executive
                Herbert F. Collins             Officer, Principal
                                               Financial Officer
and
                                               Principal
Accounting
                                               Officer of Boston
                                               Capital Associates





                                    34


<PAGE>

                    FINANCIAL STATEMENTS AND
                  INDEPENDENT AUDITORS' REPORT

                 BOSTON CAPITAL TAX CREDIT FUND
                     LIMITED PARTNERSHIP -
                   SERIES 1 THROUGH SERIES 6

                    MARCH 31, 1999 AND 1998

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                       TABLE OF CONTENTS

                                                            PAGE

INDEPENDENT AUDITORS  REPORT                                 F-3

FINANCIAL STATEMENTS

         BALANCE SHEETS                                      F-5

         STATEMENTS OF OPERATIONS                           F-12

         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL         F-19

         STATEMENTS OF CASH FLOWS                           F-23

         NOTES TO FINANCIAL STATEMENTS                      F-30

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION     F-65

NOTES TO SCHEDULE III

Schedules  not listed are omitted because of the absence of the
conditions  under  which  they  are  required  or  because  the
information  is  included  in  the  financial statements or the
notes thereto.

<PAGE>

                   Reznick Fedder & Silverman
   Certified Public Accountants * A Professional Corporation

  4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319
              (301) 652-9100 * Fax (301) 652-1848

                  INDEPENDENT AUDITORS' REPORT

To the Partners
Boston Capital Tax Credit Fund
  Limited Partnership

        We  have  audited  the  accompanying  balance sheets of
Boston  Capital  Tax Credit Fund Limited Partnership - Series 1
through Series 6, in total and for each series, as of March 31,
1999  and  1998,  and  the  related  statements  of operations,
changes  in  partners'  capital  and  cash  flows for the total
partnership  and  for  each of the series for each of the three
years ended March 31, 1999.  These financial statements are the
responsibility   of   the   partnership's   management.     Our
responsibility  is  to  express  an  opinion on these financial
statements based on our audits.  We did not audit the financial
statements  of  certain operating limited partnerships in which
Boston  Capital  Tax  Credit  Fund  Limited  Partnership owns a
limited partnership interest.  Investments in such partnerships
comprise  the  following  percentages of the assets as of March
31, 1999 and 1998, and the limited partnership loss for each of
the  three years ended March 31, 1999: Total 28% and 30% of the
assets  and 12%, 19% and 18% of the partnership loss; Series 1,
0%  and  0%  of the assets and 0%, 0% and 0% of the partnership
loss;  Series  2, 9% and 17% of the assets and 10%, 25% and 18%
of  the  partnership  loss; Series 3, 42% and 23% of the assets
and  8%, 14% and 22% of the partnership loss; Series 4, 34% and
37% of the assets and 20%, 34% and 17% of the partnership loss;
Series  5,  0%  and  0%  of the assets and 0%, 0% and 0% of the
partnership  loss;  and Series 6, 24% and 40% of the assets and
20%,  23%  and  22%  of  the  partnership  loss.  The financial
statements   of  these   partnerships  were  audited  by  other
auditors,  whose  reports  have  been  furnished to us, and our
opinion, insofar as it relates to information relating to these
partnerships,  is  based  solely  on  the  reports of the other
auditors.

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

                              F-3

<PAGE>

        In  our opinion, based on our audits and the reports of
other  auditors,  the  financial  statements  referred to above
present   fairly,  in  all  material  respects,  the  financial
position  of Boston Capital Tax Credit Fund Limited Partnership
- -  Series  1 through Series 6, in total and for each series, as
of March 31, 1999 and 1998, and the results of their operations
and  their cash flows for the total partnership and for each of
the series for each of the three years ended March 31, 1999, in
conformity with generally accepted accounting principles.

        We    and   other   auditors   have  also  audited  the
i n formation  included  in  the  related  financial  statement
schedule  listed  in Form 10-K item 14(a) of Boston Capital Tax
Credit  Fund Limited Partnership - Series 1 through Series 6 as
of  March  31,  1999.    In  our opinion, the schedule presents
fairly  the  information  required  to be set forth therein, in
conformity with generally accepted accounting principles.

Bethesda, Maryland
June 29, 1999

                              F-4


McGLADREY&PULLEN, LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Apple Hill Limited Partnership
Winston-Salem, North Carolina

We have audited the accompanying balance sheets of Apple Hill
Limited Partnership as of December 31, 1998 and 1997, and the
related statements of income, partners' 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 the standards applicable to financial
audits contained in Government Auditing Standards, issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and 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 Apple
Hill Limited Partnership as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 1999 on our consideration of
Apple Hill Limited Partnership's internal control over financial
reporting and on our tests of its compliance with certain
provisions of laws, regulations, contracts and grants.

Greensboro, North Carolina
January 21, 1999

I
McGladey and Pullen, LLP
Certified Public Accountants and Consultants

To the Partners of
Apple Hill Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Apple Hill Limited
Partnership, as of December 31, 1997, and 1996, and the related statements
of income, partners' 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 the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and 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 Apple Hill Limited
Partnership, at December 31, 1997,and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Apple Hill Limited
Partnership's internal control and a report dated January 20, 1998 on its
compliance with laws and regulations.


McGrady and Pullen, LLP


Greensboro, North Carolina
January 20, 1998
ROBERT G. CLAPHAM
ACCOUNTANCY CORPORATION

Certified Public Accountants

Pandeim Califinsia 91101-2613
Phone (626) 577-8624
FAX (626) 577-8634

February 12, 1999

To the Partners of
Mecca Apartments Limited Partnership

Independent Auditor' Report

We have audited the accompanying balance sheets of Mecca Apartments Limited
Partnership, as of December 31, 1998, and 1997, and the related statements
of income, changes in capital 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards, and with 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 Mecca Apartments
Limited Partnership, at December 3 1, 1998, and 1997, and the results of
its operations and changes in partners' capital and cash flows for the
years then ended in conformity with generally accepted accounting
principles.

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

ROBERT G. CLAPHAM
ACCOUNTANCY CORPORATION

By:
President
JOYCE E. RETHMEIER

CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITOR'S REPORT

To the Partners Redondo Associates, Ltd.

I have audited the accompanying balance sheets of Redondo Associates, Ltd.
(a limited partnership), RD Case No. 04013-953603409, as of December 31,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my 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 I 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 statements presentation. I believe
that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Redondo Associates,
Ltd. as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards and the U. S. Department
of Agriculture, Farmers Home Administration "Audit Program", I have also
issued a report dated February 10, 1999 on my consideration of Redondo
Associates, Ltd's internal control and a report dated February 10, 1999 on
its compliance with laws and regulations.

February 10, 1999

11770 Bernardo Plaza Court,
Suite 300, San Diego, CA 92128
Tel (619) 485-6400 Fax (619) 485-6866

Member of American Institute of Certified Public Accountants 0 California
Society of Certified Public Accountants



ROBERT G. CLAPHAM
ACCOUNTANCY CORPORATION
Certified Public Accountants


JOYCE E. RETHMEIER
CERTIFIED PUBLIC ACCOUNTANT


INDEPENDENT AUDITOR'S REPORT


To the Partners
Redondo Associates, Ltd.


I have audited the accompanying balance sheets of Redondo Associates, Ltd.
(a limited partnership), RD Case No. 04013-953603409, as of December 31,
1997 and 1996, and the related statements of operations, changes in
partners' equity (deficit), and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.


I conducted my 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 I 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 statements presentation.  I
believe that my audits provide a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Redondo Associates,
Ltd. as of December 3 1, 1997 and 1996, and the results of its operations
and its ' cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards and the U. S. Department
of Agriculture, Farmers Home Administration "Audit Program", I have also
issued a report dated February 5, 1998 on my consideration of Redondo
Associates, Ltd. as internal control and a report dated February 5, 1998 on
its compliance with laws and regulations.


February 5, 1998

11770 Bernardo Plaza Court, Suite 300, San Diego, CA 92128  Tel (619) 485-
6400 Fax (619) 485-6866
Member of American Institute of Certified Public Accountants
California Society of Certified Public Accountants

John G. Burk and Associates
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
56 COURT STREET 9
P.O. BOX 705
KEENE, NEW HAMPSHIRE 3431
603) 357-4882

To the Partners of
Fylex Housing Associates
(a Limited Partnership)

Independent Auditors' Report

We have audited the accompanying balance sheets of Fylex Housing Associates
(a Limited Partnership) (Case No. 34-003-0020417485) as of December 31,
1998 and 1997 and the related statements of income and expense, 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 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 Fylex Housing
Associates at December 31, 1998 and 1997 and the results of its operations,
partners' equity (deficit) and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated January 20, 1999 on our consideration of Fylex Housing
Associates' internal control and on its compliance with laws and
regulations.

January 20, 1999

Andrews & Miller, P.A.
Certified Public Accountants
8543 South Highway 441 - P.O. Box 491271


Daniel M. Andrews, CPA
E. F. (Rick) Miller, Jr., CPA

INDEPENDENT AUDITORS' REPORT

To the Partners Lake North Apartments II, Ltd.

We have audited the accompanying balance sheets of Lake North Apartments
II, Ltd. (a Florida limited partnership), FmHA Project No.
09-035-0592821600, as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity and cash flows' for the years
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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. The audits include
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. The audits also include 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 Lake North Apartments
II, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Leesburg, Florida
January 30, 1999

Members of American Institute of Certified Public Accountants
Florida Institute of Certified Public Accountants

EideBailly LLP

Consultants - Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Maplewood Apartments, A Limited Partnership
Fargo, North Dakota

We have audited the accompanying balance sheets of Maplewood Apartments, A
Limited Partnership, RHS Project Number: 27-009-450408000, as of December
31, 1998 and 1997, and the related statements of operations, partners'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maplewood Apartments, A
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended in conformity
With generally accepted accounting principles.



Fargo, North Dakota February 10, 1999

406 Main Avenue - Suite 3000 - PO Box 2545 - Fargo, North Dakota 58108-2545
- - 701.239.8500 - Fax 701.239.8600
Offices in Arizona, Iowa, Minnesota, Montana, North Dakota and South Dakota
- - Equal Opportunity Employer

MORRISON & SMITH, LLP
CERTIFIED PUBLIC ACCOUNTANTS
1809 UNIVERSITY BOULEVARD
P.O. BOX 2064 7
TUSCALOOSA, ALABAMA 35402-0647
CERTIFIED PUBLIC ACCOUNTANTS

CLAUD A. MORRISON. C.P.A.
G. ALAN HARTLEY, C.P.A.
BARRETT A. BURNS, C.P.A.
DIVISION FOR CPA FIRMS
DAVID M.TUNSTALL. C.P.A.
PRACTICE SECTION
TIMOTHY D. CROWE. C.P.A.
R. DANIEL SUTTER. CPA.
PAMELA G. SANDERS, C.P.A.


CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To The Partners
Mound Plaza, LTD.
Moundville, Alabama

We have audited the accompanying balance sheets of Mound Plaza, LTD. an
Alabama limited partnership), FmHA-Project No. 01-33-630973608 as of
December 31, 1998 and 1997 and the related statements of income, 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.

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

Governmental Accounting Standards Board Technical Bulletin 98-1,
Disclosures about Year 2000 Issues, requires disclosure of certain matters
regarding the year issue. Mound Plaza, LTD. has included such disclosure in
Note 9. Because of the unprecedented nature of the year 2000 issue, its
effects and the success of related remediation efforts will not be fully
det6rminable until the year 2000 and thereafter. Accordingly, insufficient
audit evidence exists to support Mound Plaza, LTD's, disclosures with
respect to the year 2000 issue made in Note 9. Further, we do not provide
assurance that Mound Plaza, LTD., is or will be successful in whole or in
Tart, or that parties with which Mound Plaza, LTD., does business will be
year 200 ready.

In our opinion, except for the effects on the 1998 financial statements of
such adjustments, if any, have been determined to be necessary had we been
able to examine evidence regarding year 2000 disclosures, the financial
statements referred to above-present fairly, in all material respects, the
financial position of Mound Plaza, LTD., as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 14 through 15 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The supplementary
information presented in the Year End Report/Analysis (Form FmHA 1930-8)
Parts I through III for the years ended December 31, 1998 and 1997 is
presented for purposes of complying with the requirements of the Farmers
Home Administration and is also not a required part of the basic financial
statements. Such information has been subjected to the audit procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

MORRISON & SMITH, LLP Certified Public Accountants Tuscaloosa Alabama
January 27: 1999
EideBailly,LLP

Consultants - Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Oak Crest Manor 11, A Limited Partnership
Fargo, North Dakota

We have audited the accompanying balance sheets of Oak Crest Manor H, A
Limited Partnership RHS Project Number: 27-018-450407999, as of December
31, 1998 and 1997, and the related statements of operations, partners'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oak Crest Manor 11, A
Limited Partnership as of December 31, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 12, 1998 on our consideration of Oak Crest Manor 11,
A Limited Partnership's internal control and a report dated February 12,
1999 on its compliance with laws and regulations.

Fargo, North Dakota
February 12, 1999

406 Main Avenue - Suite 3000 0 PO Box 2545 o Fargo, North Dakota 58108-2545
- - 701.239-8500Fax 701,239.8600
Offices in Arizona, Iowa, Minnesota, Montana, North Dakota and South Dakota
- - Equal Opportunity Employer

MAHONEY
CHRISTIANSEN
RUSS P A.

The Partners
Paige Hall Limited Partnership
Minneapolis, Minnesota

INDEPENDENT AUDITORS'REPORT

We have audited the accompanying balance sheets of Paige Hall Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Paige Hall Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
9 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 audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

Saint Paul, Minnesota
January 22, 1999

I
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners Pedcor Investments 1988-IV, L.P.

We have audited the accompanying balance sheets of Pedcor Investments
1988-IV, L.P. as of December 31, 1998 and 1997, and the related statements
of loss, partners, equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Pedcor Investments
1988-IV, L.P. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the same auditing procedures applied in the audits 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.

January 22, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants

698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140
Michael Sczekan & CO., P.C.
7936 East Arapahoe Court, Suite 2800
Englewood, Colorado 80112
CERTIFIED PUBLIC ACCOUNTANTS
Telephone (303) 770-3356
Facsimile (303) 770-3357
INDEFENDENT AUDITOR'S REFORT

To the Partners of Government National Mortgage Association
Rainbow Housing Associates, Ltd.
Care of- Midland Loan Services, L.P.
Yuma, Arizona
Kansas City, MO

We have audited the accompanying Balance Sheet of Rainbow Housing
Associates, Ltd., FHA Project Number 123-94008 REF, as of December 31,
1998, and the related statements of profit and loss, changes in project
equity and cash flows for the year then ended. These financial statements
are the responsibility of the Project's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rainbow Housing
Associates, Ltd., as of December 31, 1998, 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 23, 1999, on our consideration of Rainbow Housing
Associates, Ltd.'s internal control structure and a report dated February
23, 1999, on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report on
pages 13 through 21 is presented for the purposes of additional analysis
and are not a required part of the financial statements of Rainbow Housing
Associates, Ltd. Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements
and, in our opinion resented fairly in all material respects in relation to
the financial statements taken as a whole.

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

Englewood, Colorado
February 23, 1999



Andrews & Miller, P.A.
Certified Public Accountants
8543 South Highway 441 e RO. Box 491271
Leesburg, Florida 34749-1271
Telephone 352/326-8001
Fax 352/326-8011



INDEPENDENT AUDITORS' REPORT

To the Partners
Sun Village Apartments, Ltd.

We have audited the accompanying balance sheets of Sun Village Apartments,
Ltd. (a Florida limited partnership),FmHA Project No. 09035592798320, as of
December 31, 1998 and 1997, and, the related statements of operations,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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. The audits include
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. The audits also include 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 Sun Village Apartments,
Ltd. as of December 31, 1998 and 1997, and the results of its operations,
the changes in partners, equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

Leesburg, Florida
January 30, 1999


Members of American Institute of Certified Public Accountants
Florida Institute of Certified Public Accountants

Damratoski & Company
Corporate One West
Suite 350
1195 Washington Pike
Bridgeville, Pa. 15017
(412) 257.2882
(412) 257.2888 Fax
Independent Auditor's Report

To The Partners
Queens Court Limited Partnership
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Queens Court Limited
Partnership as of December 31, 1998 and 1997 and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Queens Court Limited
Partnership, as of December 31, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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

Damratoski & Company
Certified Public Accountants

January 29, 1999

Page I

John G. Burk and Associates
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION

56 COURT STREET * P.O. BOX 705 * KEENE. NEW HAMPSHIRE 03431 * (603)
357-4882

To the Partners of
Willow Street Associates
(a Limited Partnership)

Independent Auditors' Report

We have audited the accompanying balance sheets of Willow Street Associates
(Case No. 34-012-0020413965) as of December 31, 1998 and 1997 and the
related statements of income and expense, 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 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 Willow Street
Associates at December 31, 1998 and 1997 and the results of its operations,
partners' equity (deficit) and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated January 11, 1999 on our consideration of Willow Street
Associates' internal control and on its compliance with laws and
regulations.

January 11, 1999

John G. Burk and Associates
Certified Public Accountants
A Professional Corporation

56 Court Street
P.O. Box 705
Keen, New Hampshire 03431
(603) 357-4882




To the Partners of
Fylex Housing Associates




We have audited the accompanying balance sheets of Fylex Housing Associates
(a Limited Partnership) (case No. 34-003-0020417485) as of December 31,
1997, and 1996, and the related statements of income and expense, 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 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 Fylex Housing
Associates at December 31, 1997,and 1996, and the results of its
operations, partners' equity (deficit)  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated January 20, 1998 on our consideration of Fylex Housing
Associates internal control structure and on its compliance with laws and
regulations.


John G. Burk and Associates


January 20, 1998



Andrews & Miller, P.A.    Certified Public Accountants

Daniel M. Andrews, CPA
E. F. (Rick) Miller, Jr., CPA
8525 South Highway 441 - P.O. Box 491271
Leesburg, Florida 34749-1271
Telephone 352/326-8001
Fax 352/326-8011

INDEPENDENT AUDITORS' REPORT

To the Partners
Lake North Apartments II, Ltd.


We have audited the accompanying balance sheets of Lake North Apartments
II, Ltd. (a Florida limited partnership), FMHA Project No. 09-035-
0592821600, as of December 31, 1997 and 1996, and the related statements of
operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. our responsibility is to express an opinion on these financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards 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.  The audits include
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial. statements.  The audits also include 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 Lake North Apartments
II, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.



Leesburq, Florida
January 30, 1998


Members of American Institute of Certified Accountants / Florida Institute
of Certified Public Accountants







Charles Bailly & Companv P.L.L.P.
Certified Public Accountants . Consultants



INDEPENDENT AUDITORIS REPORT

The Partners
Maplewood Apartments, A Limited Partnership
Fargo, North Dakota


We have audited the accompanying balance sheets of Maplewood Apartment, A
Limited Partnership, RHS Project Number: 27-009-450408000, as of December
31, 1997 and 1996, and the related statements of operations, partners,
equity, and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.


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


In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maplewood Apartments, A
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.


Fargo, North Dakota

January 26, 1998










MORRISON & SMITH, LLP
CERTIFIED PUBLIC ACCOUNTANTS

1800 University Boulevard, P.O. Box 20647, Tuscaloosa, Alabama 35402 - 0647
(205) 349-2424 FAX (205) 758-1740
Email: [email protected]

Members: American Institute of Certified Accountants, AICPA Division for
CPA Firms SEC Practice Section, Alabama Society of Certified Accountants

INDEPENDENT AUDTTOR'S REPORT

To The Partners
Mound Plaza, LTD.
Moundville, Alabama


We have audited the accompanying balance sheets of Mound Plaza, LTD. (an
Alabama limited partnership), FMHA Project No. 01-33-630973608 as of
December 31, 1997 and 1996 and the related statements of income, 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, the USDA/FmHA Audit Program and Government Auditing Standards
issued by the Comptroller General of the United States.  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.


In our opinion the financial statements referred to above present fairly,
in all material respects, the financial position of Mound Plaza, LTD. as of
December 31, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.


Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 13 through 14 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplementary
information presented in the Year End Report/Analysis (Form FMHA 1930-8)
Parts I through III for the years ended December 31, 1997 and 1996 is
presented for purposes of complying with the requirements of the Farmers
Home Administration and is also not a required part of the basic financial
statements.  Such information has been subjected to the audit procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

MORRISON & SMITH, LLP
Certified Public Accountants

Tuscaloosa, Alabama
February 5, 1998
Charles Bailly & Companv P.L.L.P.
Certified Public Accountants . Consultants



INDEPENDENT AUDITORIS REPORT

The Partners
Oak Crest Manor, II, A Limited Partnership
Fargo, North Dakota


We have audited the accompanying balance sheets of Oak Crest Manor II, A
Limited Partnership RHS Project Number: 27-018-450407999, as of December,
31, 1997 and 1996, and the related statements of operations, partners,
equity, and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.


We conducted our audits in accordance with generally accepted auditing
standards 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 financia1 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 Oak Crest Manor II, A
Limited Partnership as of December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standard, we have also issued a
report dated February 17, 1998 on our consideration of Oak Crest Manor II,
A Limited Partnership's internal control and a report dated February 17,
1998 on its compliance with laws and regulations.



Fargo, North Dakota

February 17, 1998






Certified Public Accountants
MAHONEY
ULIIRICH
CHIZISTIANSEN
Russ P.A.

Members: American Institute of Certified Public Accountants
Minnesota Society of Certified Public Accountants

Suite 800 Capital Centre, 386 North Wabasha, Saint Paul, minnesota 55102
Telephone: 612-227-6695 Facsimile: 612-227-9796

The Partners
Paige Hall Limited Partnership
Minneapolis, Minnesota


INDEPENDENT AUDITORS'REPORT

We have audited the accompanying balance sheets of Paige Hall Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards.  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 Paige Hall Limited
Partnership as of December 31, 1997 -and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 9 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 audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


Saint Paul, Minnesota
January 15, 1998

Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors Report

The Partners of
Pedcor Investments 1988-IV, L.P.



We have audited the accompanying balance sheets of Pedcor Investments 1988-
IV, L.P. as of December 31, 1997 and 1996, and the related statements of
Loss, partners' equity (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Pedcor Investments 1988-
IV, L.P. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the same auditing procedures applied in the audits 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.


Indianapolis, Indiana
January 23, 1998

Dauby O'Connor & Zaleski, LLC
Certified Public Accountants

Damratoski & Company
Corporate One West, Suite 350, 1195 Washington Pike, Bridgeville, Pa 15017
(412) 257 2882
(412) 257 2888 Fax

Certified Public Accountants


Independent Auditor's Report



To The Partners
Queens Court Limited Partnership
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Queens Court Limited
Partnership as of December 31, 1997 and 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 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 Queens Court Limited
Partnership, as of December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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



Damratoski & Company
Certified Public Accountants
January 30, 1998

Page 1
Michael Sczekan & Co., P.C.
CERTIFIED PUBLIC ACCOUNTANTS

7936 East Arapahoe Court, Suite 28OO Englewood, Colorado 8Oll2
Telephone (303)770-3356 Facsimile (303)770-3357


INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rainbow Housing Associates, Ltd.
Yuma, Arizona

Government National Mortgage Association
Care of. Midland Loan Services, L.P.
Kansas City, MO

We have audited the accompanying Balance Sheet of Rainbow Housing
Associates, Ltd., FHA Project Number 123-94008 REF, as of December 31,
1997, and the related statements of profit and loss, changes in project
equity and cash flows for the year then ended.  These financial statements
are the responsibility of the Project's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rainbow Housing
Associates, Ltd., as of December 3 1, 1997, 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 23, 1998, on our consideration of Rainbow Housing
Associates, Ltd.'s internal control structure and a report dated January
23, 1998, on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supporting data included in the report on
pages 14 through 24 is presented for the purposes of additional analysis
and are not a required part of the financial statements of Rainbow Housing
Associates, Ltd.  Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements
and, in our opinion, are presented fairly in all material respects in
relation to the financial statements taken as a whole.

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


Englewood, Colorado
January 23, 1998



Page 1



Auditing, Accounting, Income Taxes, Consulting



Web site...  http://www.CPANews4U.com
E-mail...  [email protected]

Andrews & Miller, P.A.   Certified Public Accountants

Daniel M. Andrews, CPA,       E. F. (Rick) Miller, Jr., CPA
8525 South Highway 441 - P.O. Box 491271
Leesburg, Florida 34749-1271
Telephone 352/326-8001
Fax 352/326-8011

INDEPENDENT AUDITORS' REPORT

To the Partners
Sun Village Apartments, Ltd.

We have audited the accompanying balance sheets of Sun Village Apartments,
Ltd. (a Florida limited partnership),FmHA Project No. 09035592798320, as of
December 31, 1997 and 1996, and the related statements of operations,
partners' equity and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management. our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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.  The audits include
examining, on a test basis, evidence supporting the amounts and disclosures
in the - financial statements.  The audits also include 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 Sun Village Apartments,
Ltd. as of December 31, 1997 and 1996,and the results of its operations,
the changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.



Leesburg, Florida
January 30, 1998


Members of American Institute of Certified Public Accountants / Florida
Institute of Certified Public Accountants

John G. Burk
Certified Public Accountants
A Professional Corporation

86 Court Street
P.O. Box 705
Keene, New Hampshire 03431
(603) 357-4882

To the Partners of
Willow Street Associates
(a Limited Partnership)



We have audited the accompanying balance sheets of Willow Street Associates
(Case No. 34-012-0020413965) as of December 31, 1997, and 1996, and the
related statements of income and expense, 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 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 Willow Street
Associates at December 31, 1997,and 1996, and the results of its
operations, partners' equity (deficit) and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 9, 1998 on our consideration of Willow Street
Associates' internal control structure and on its compliance with laws and
regulations.


John G. Burk & Associates


January 9, 1998
Michael Sczekan & Co., P.C.
CERTIFIED PUBLIC ACCOUNTANTS

7936 East Arapahoe Court, Suite 28OO Englewood, Colorado 8Oll2
Telephone (303)770-3356 Facsimile (303)770-3357


INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rainbow Housing Associates, Ltd.
Yuma, Arizona

Government National Mortgage Association
Care of. Boatmen's National Mortgage Inc.
Memphis, TN


We have audited the accompanying Balance Sheet of Rainbow Housing
Associates, Ltd., FHA Project Number 123-94008 REF, as of December 31,
1996, and the related statements of profit and loss, changes in project
equity and cash flows for the year then ended.  These financial statements
are the responsibility of the Project's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.


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


In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rainbow Housing
Associates, Ltd., 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 25, 1997, on our consideration of Rainbow Housing
Associates, Ltd's internal control structure and a report dated January 25,
1997, on its compliance with laws and regulations.




Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supporting data included in the report on
pages 15 through 24 is presented for the purposes of additional analysis
and are not a required part of the financial statements of Rainbow Housing
Associates, Ltd.  Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements
and, in our opinion, are presented fairly in all material respects in
relation to the financial statements taken as a whole.



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

Englewood, Colorado
January 25, 1997








FREED MAXICK
SACHS & MURPHY, PC
CERTIFIED PUBLIC ACCOUNTANTS
800 LIBERTY BUILDING * BUFFALO, NEW YORK * 14202-3508 0 (716) 847-2651 *
FAX (716) 847-0069
INDEPENDENT AUDITOR'S REPORT

To Partners of
Cambria Commons Limited Partnership

We have audited the accompanying balance sheets of Cambria Commons Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, 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 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 Cambria Commons Limited
Partnership at December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
page 10 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplementary
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.



January 26, 1999

I
Member American Institute of Certified Public Accountants (AICPA), Division
for CPA Firms SEC Practice Section
Member CPA Associates International, Inc. which provides representation in
cities in the US and foreign countries


MAHONEY
ULBRICH
CHRISTIANSEN
Minnesota Society
Russ P. A.

The Partners
Fuller Homes Limited Partnership
Saint Paul, Minnesota

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Fuller Homes Limited
Partnership as of December 31, 1998, 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. The financial statements and supplemental
information of Fuller Homes Limited Partnership as of December 31, 1997,
were audited by other auditors whose report dated January 21, 1998,
expressed an unqualified opinion on those financial statements and
supplemental information.

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 Fuller Homes Limited
Partnership as of December 31, 1998, 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 supplemental information on
pages 10 through 16 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.

Saint Paul, Minnesota
January 15, 1999



Randall Patterson, CPA, P.C.

12913 Alton Square, #101
Herndon, Virginia 20170
Phone: (703) 834-3804
Fax:      (703) 834-1908

Independent Auditor's Report

To the Partners
Landmark Limited Partnership

We have audited the accompanying balance sheet of Landmark Limited
Partnership, VHDA Number 88-0144-HF, as of December 31, 1998 and 1997, and
the related statements of operations, and cash flows and changes in owners'
equity for the years then ended. These financial statements are the
responsibility of Landmark Limited Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and the Virginia Housing Development Authority's
Mortgagor/Grantee's Audit Guide. 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 statements' 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 Landmark Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows and its changes in owners equity for the
years then ended in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as whole. The supplementary information and
Schedule of Findings and Questioned Costs included in the report is
presented for purposes of additional analysis and is not a required part of
the basic financial statements of Landmark Limited 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 financial statements
taken as a whole.


Randall Patterson, CPA, P.C.
March 4, 1999
MAHONEY ULBRICH CHRISTIANSEN RUSS P.A.


386 North Wabasha   Saint Paul, Minnesota 55102
American Institute of Certified Public Accountants
Telephone 651-227-669
Facsimile 651-227-9090

Minnesota Society
of Certified Public Accountants

The Partners
Montana Avenue Townhomes Limited Partnership
Saint Paul, Minnesota

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Montana Avenue Townhomes
Limited Partnership as of December 31, 1998, 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. The financial statement and supplemental
information of Montana Avenue Townhomes Limited Partnership as of December
31, 1997, were audited by other auditors whose report dated January 16,
1998, expressed an unqualified opinion on those financial statements and
supplemental information.

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 Montana Avenue
Townhomes Limited Partnership as of December 31, 1998, 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 supplemental information on
pages 10 through 16 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.

Saint Paul, Minnesota
January 26, 1999

Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of Pedcor Investments 1988-VI, L.P.

We have audited the accompanying balance sheets of Pedcor Investments
1988-VI, L.P. as of December 31, 1998 and 1997, and the related statements
of loss, partners, equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Pedcor Investments
1988-VI, L.P. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the same auditing procedures applied in the audits 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.



January 22, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants

698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140


ROBERT ERCOLINI & COMPANY LLP
Certified Public Accountants & Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rosenberg Building Associates Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheets of Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, and the
results of its operations, changes in partners' capital, and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in this report (shown on pages 18 and 19) is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


March 10, 1999

FIFTY-FIVE S~AIMER STREET - BOSTON, MA 02110-1007 - TELEPHONE 617.482-5511
- - Fax  617.426-5252

DOUGLAS A. HOLLOWELL, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION

DOUGLAS A. HOLLOWELL, C.P.A.
DONNA L. HOLLOWELL, C.P.A.
INDEPENDENT AUDITORS' REPORT

To the Partners
Shockoe Hill Associates II, L.P.
Richmond, Virginia

We have audited the accompanying balance sheet of Shockoe Hill Associates
II, L.P. as of December 31, 1998, and the related statements of income,
changes in partners' capital, and cash flows for the year then ended. These
financial statements are the responsibility of Shockoe Hill Associates II,
L.P.'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 Shockoe Hill Associates
II, L.P.. As of December 31, 1998, 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.

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 2, 1999 on our consideration of Shockoe Hill Associates
II, L.P.'s internal controls and reports dated March 2, 1999 on its
compliance with specific requirements applicable to major HUD programs,
specific requirements applicable to Affirmative Fair Housing, and specific
requirements applicable to non major HUD program transactions.

MEMBERS OF:

THE AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS  Portsmouth, Virginia
THE VIRGINIA SOCIETY OF  March 2, 1999
CERTIFIED PUBLIC ACCOUNTANTS
THE NORTH CAROLINA
ASSOCIATION OF CERTIFIED
PUBLIC ACCOUNTANTS


Robert Ercolini & Company LLP

Certified Public Accountants Business Consultants


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Armory Square Limited Partnership
Holyoke, Massachusetts


We have audited the accompanying balance sheet of Armory Square Limited
Partnership as of December 31, 1997, 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.  The financial statements of Armory Square
Limited Partnership as of December 31, 1996, were audited by other auditors
whose report dated January 31, 1997, expressed an unqualified opinion on
those financial statements.

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 1997 financial statements referred to above present
fairly, in all material respects, the financial position of Armory Square
Limited Partnership as of December 31, 1997, and the results of its
operations, changes in partners' capital, 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 for the year ended December 31, 1997 taken as a whole.
The additional information related to the 1997 financial statements
included in this report (shown on pages 15 and 16) is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
basic financial statements for the year ended December 31, 1997 taken as a
whole.  The additional information related to the 1996 financial statements
included in this report (shown on pages 15 and 16) was audited by other
auditors whose report dated January 31, 1997, stated that, in their
opinion, such information was fairly stated in all material respects in
relation to the basic financial statements for the year ended December 31,
1996 taken as a whole.


January 28, 1998



FIFTY-FIVE SUMMMER STREET - BOSTON, MA 02110-1007 - TELEPHONE 617-482-511
FAX 617-426-5252
FREED MAXICK
SACHS & MURPHY, PC
CERTIFIED PUBLIC ACCOUNTANTS

800 LIBERTY BUILDING - BUFFALO, NEW YORK - 14202-3508 - (716) 847-2651 -
FAX (716) 847-0069


INDEPENDENT AUDITOR'S REPORT

To Partners of
Cambria Commons Limited Partnership

We have audited the accompanying balance sheets of Cambria Commons Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
operations, 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 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 Cambria Commons Limited
Partnership at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
page 10 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  The supplementary
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with the Audit Guide for Recipients of NYS Housing Trust Fund
Corporation Funds, we have also issued a report dated January 27, 1998 on
our consideration of Cambria Commons Limited Partnership's internal control
over financial reporting and our tests of its compliance with laws,
provisions, regulations, contracts and grants.

January 27, 1998
Member American Institute of certified Public Accountants, Division for CPA
Firms SEC Practice Section, Member CPA Associates International, Inc.

LARREN, ALLEN, WEISHAIR & CO., LLP
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT


Partners
Fuller Homes Limited Partnership
(a Minnesota Limited Partnership)
St. Paul, Minnesota

We have audited the accompanying balance sheets of Fuller Homes Limited
Partnership as of December 3l, 1997 and 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 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 Fuller Homes Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplemental
financial data included on pages 14 through 25 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements as a whole.

LARSON, ALLEN, WEISHAIR & CO., LLP

Minneapolis, Minnesota
January 21, 1998



(1)


Witt, Mares & Company, PLC
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

INDEPENDENT AUDITOR'S REPORT

The Partners
Landmark Limited Partnership

We have audited the accompanying balance sheet of Landmark Limited
Partnership as of December 31, 1997, 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
general partners of Landmark Limited Partnership.  Our responsibility is to
express an opinion on these financial statements based on our audit.

The Partnership is required to file annually with the Virginia Housing
Development Authority (VHDA).  The accompanying financial statements are
presented in accordance with the financial presentation recommended by
VHDA.  The elements of the presentation do not conflict with generally
accepted accounting principles.

We conducted our audit in accordance with generally accepted auditing
standards and the Virginia Housing Development Authority's
Mortgagor/Grantee's Audit Guide.  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 statements' 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 Landmark Limited
Partnership as of December 31, 1997 and the results of its operations, its
partners' equity and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.


Our audit was conducted for the purpose of forming an opinion of the
financial statements take as a whole.  The supplementary information and
Schedule of Findings and Questioned Costs included in the report (shown on
pages 17 through 26) is presented for purposes of additional analysis and
is not a required part of the basic financial statements of Landmark
Limited 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
financial statements take as a whole.



Newport News, Virginia
February 21, 1998


1742 Jefferson Ave., Suite 300, Newport News, VA 23606-4409, (757) 873-1587
Fax (757) 873-2324.
215 Market Street, Suffolk, VA 23434-5309, (757) 539-2369, Fax (757) 539-
1764
One Columbas Center Suite 1001, Virginia Beach, VA 23462-6764, (757) 499-
2762
Fax(757) 499-2762
133 Waller Mill Rd, Suite 301, Williamsburg, VA 23185-2989, (757) 229-7180
Fax (757) 229-5452
7301 Forest Avenue Suite 250, Richmond, VA 23226-3792, (804) 282-3551, Fax
(804) 282-3597
LARSON, ALLEN, WEISHAIR & CO.,LLP
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT


To The Partners
Montana Avenue Townhomes Limited Partnership (a Minnesota Limited
Partnership)
St. Paul, Minnesota

We have audited the accompanying balance sheets of Montana Avenue Townhomes
Limited Partnership (a Minnesota Limited Partnership) as of December 31,
1997 and 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 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 Montana Avenue Townhomes
Limited Partnership as of December 31, 1997 and 1996, and the results of
its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplemental
financial data included on pages 13 through 24 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements as a whole.


LARSON, ALLEN, WEISHAIR & CO., LLP

Saint Paul, Minnesota
January 16, 1998



(1)
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors Report

The Partners of
Pedcor Investments 1988-VI, L.P.



We have audited the accompanying balance sheets of Pedcor Investments 1988-
VI, L.P. as of December 31, 1997 and 1996, and the related statements of
Loss, partners' equity (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Pedcor Investments 1988-
VI, L.P. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the same auditing procedures applied in the audits 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.


Indianapolis, Indiana
January 23, 1998

Dauby O'Connor & Zaleski, LLC
Certified Public Accountants

Robert Ercolini & Company LLP

Certified Public Accountants Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rosenburg Building Associates Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheet of Rosenburg Building
Associates Limited Partnership as of December 31, 1997 and 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 1997 financial statements referred to above present
fairly, in all material respects, the financial position of Rosenburg
Building Associates Limited Partnership as of December 31, 1997 and 1996,
and the results of its operations, changes in partners' capital, 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 additional information included
in this report (shown on pages 19 and 20) is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


Robert Ercolini & Company LLP

February 4, 1998


DOUGLAS A. HOLLOWELL, P.C.

309 County Street - Suite 100
P.O. Box 636
Portsmouth, Virginia 23705
Telephone (757) 397-8425
1-800-858-8425
Fax# (757) 393-1451

1500 W.Ehringhaus Street,
P.O. Box 1387,
Elizabeth City, North Carolina 27909,
Telephone (919) 335-7666
(919) 338-8021
Fax# (919) 338-4148

INDEPENDENT AUDITORS' REPORT


We have audited the accompanying balance sheet of Shockoe Hill Associates
II, L.P. as of December 31, 1997, and the related statements of income,
changes in partners capital, and cash flows for the year then ended.  These
financial statements are the responsibility of Shockoe Hill Associates II,
L.P.'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 Shockoe Hill Associates
II, L.P. as of December 31, 1997, 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.

Our audit as 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 24 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of
Shockoe Hill Associates II, L.P.. Such information has been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects
in   relation to the financial statements taken as a whole.



In accordance with Government Auditing Standards, we have also issued a
report  dated   January 30,  1998 on our consideration of Shockoe Hill
Associates II, L.P.'s internal controls and reports dated January 30, 1998
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 transaction.



Portsmouth, Virginia
January 30 1998




Page 2



FREED MAXICK
SACHS & MURPHY, PC

CERTIFIED PUBLIC ACCOUNTANTS

800 LIBERTY BUILDING * BUFFALO, NEW YORK * 14202-3508 0 (716) 847-2651 *
FAX (716) 847-0069

INDEPENDENT AUDITOR'S REPORT

To Partners of
Cambria Commons Limited Partnership

We have audited the accompanying balance sheets of Cambria Commons Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, 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 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 Cambria Commons Limited
Partnership at December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
page 10 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplementary
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.



January 26, 1999

I
Member American Institute of Certified Public Accountants (AICPA), Division
for CPA Firms SEC Practice Section
Member CPA Associates International, Inc. which provides representation in
cities in the US and foreign countries

MAHONEY
ULBRICH
CHRISTIANSEN
RUSS P. A.
Telephone      651-227-6695
Facsimile      651-227
The Partners
Fuller Homes Limited Partnership
Saint Paul, Minnesota

INDEPENDENT AUDITORS'REPORT

We have audited the accompanying balance sheet of Fuller Homes Limited
Partnership as of December 31, 1998, 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. The financial statements and supplemental
information of Fuller Homes Limited Partnership as of December 31, 1997,
were audited by other auditors whose report dated January 21, 1998,
expressed an unqualified opinion on those financial statements and
supplemental information.

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 Fuller Homes Limited
Partnership as of December 31, 1998, 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 supplemental information on
pages 10 through 16 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.

Saint Paul, Minnesota
January 15, 1999

1

Randall Patterson, CPA, P.C.

12913 Alton Square, #101
Herndon, Virginia 20170  Fax:
Phone:      703) 834-3804
(703) 834-1908

Independent Auditor's Report

To the Partners
Landmark Limited Partnership

We have audited the accompanying balance sheet of Landmark Limited
Partnership, VHDA Number 88-0144-HF, as of December 31, 1998 and 1007, and
the related statements of operations, and cash flows and changes in owners'
equity for the years then ended. These financial statements are the
responsibility of Landmark Limited Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and the Virginia Housing Development Authority's
Mortgagor/Grantee's Audit Guide. 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 statements' 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 Landmark Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows and its changes in owners equity for the
years then ended in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as whole. The supplementary information and
Schedule of Findings and Questioned Costs included in the report is
presented for purposes of additional analysis and is not a required part of
the basic financial statements of Landmark Limited 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 financial statements
taken as a whole.


Randall Patterson, CPA, P.C.
March 4, 1999

MAHONEY
ULBRICH
CHRISTIANSEN
RUSS P. A.
Telephone      651-227-6695
Facsimile      651-227


The Partners
Montana Avenue Townhomes Limited Partnership
Saint Paul, Minnesota

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Montana Avenue Townhomes
Limited Partnership as of December 31, 1998, 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. The financial statement and supplemental
information of Montana Avenue Townhomes Limited Partnership as of December
31, 1997, were audited by other auditors whose report dated January 16,
1998, expressed an unqualified opinion on those financial statements and
supplemental information.

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 Montana Avenue
Townhomes Limited Partnership as of December 31, 1998, 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 supplemental information on
pages 10 through 16 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.

Saint Paul, Minnesota
January 26, 1999

Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of Pedcor Investments 1988-VI, L.P.

We have audited the accompanying balance sheets of Pedcor Investments
1988-VI, L.P. as of December 31, 1998 and 1997, and the related statements
of loss, partners, equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Pedcor Investments
1988-VI, L.P. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the same auditing procedures applied in the audits 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.



January 22, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants

698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140


ROBERT ERCOLINI & COMPANY LLP
Certified Public Accountants & Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rosenberg Building Associates Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheets of Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, and the
results of its operations, changes in partners' capital, and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in this report (shown on pages 18 and 19) is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


March 10, 1999

FIFTY-FIVE S~AIMER STREET - BOSTON, MA 02110-1007 - TELEPHONE 617.482-5511
- - Fax  617.426-5252

DOUGLAS A. HOLLOWELL, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION

1-800-858-8425 (919) 338-8021
FAX * (757) 393-1451     FAX # (919) 338-4148

DOUGLAS A. HOLLOWELL, C.P.A.
DONNA L. HOLLOWELL, C.P.A.
INDEPENDENT AUDITORS' REPORT

To the Partners
Shockoe Hill Associates II, L.P.
Richmond, Virginia

We have audited the accompanying balance sheet of Shockoe Hill Associates
II, L.P. as of December 31, 1998, and the related statements of income,
changes in partners' capital, and cash flows for the year then ended. These
financial statements are the responsibility of Shockoe Hill Associates II,
L.P.'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 Shockoe Hill Associates
II, L.P.. As of December 31, 1998, 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.

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 2, 1999 on our consideration of Shockoe Hill Associates
II, L.P.'s internal controls and reports dated March 2, 1999 on its
compliance with specific requirements applicable to major HUD programs,
specific requirements applicable to Affirmative Fair Housing, and specific
requirements applicable (--i6-"nonmajor HUD program transactions.
MEMBERS OF:

THE AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS  Portsmouth, Virginia
THE VIRGINIA SOCIETY OF  March 2, 1999
CERTIFIED PUBLIC ACCOUNTANTS
THE NORTH CAROLINA
ASSOCIATION OF CERTIFIED
KAY L. BOWEN & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANT PC.

Phone (801) 627-0825 - FAX (801) 627-0829 - 1-800-573-0609
371O QUINCY AVENUE
Ogden, Utah 84403

Kay L. Bowen PRESIDENT
SHARI B. JOHNSON CPA
JAMES L. HAWKINS

INDEPENDENT AUDITOR'S REPORT



To the Partners
Columbia Park Apartments
Ogden, Utah

We have audited the accompanying balance sheet of HUD Project No. WA-
19KO65001, of Columbia Park Apartments, as of December 31, 1997 and 1996,
and the related statements of income, cash flows, and change in partners,
equity for the year then ended.  These financial statements are the
responsibility of Columbia Park Apartments' 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 reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Columbia Park
Apartments as of December 31, 1997 and 1996, and the results of its
operations, change in partners, equity, and cash flows for the years then
ended in conformity with generally accepted accounting principles.



Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supporting information included
in the report (shown on pages 12 to 21) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements of Columbia Park Apartments.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated Feb 17, 1998, on our consideration of Columbia Park
Apartments' internal controls and a report dated February 17, 1998, on its
compliance with laws and regulations.



Ogden, Utah
February 17, 1998


Kay L. Bowen, CPA, President
Kay L. Bowen & Associates, P. C.
Federal I.D. #87-0448933



Page 1



























LOUIS YOUNG C.P.A. INC.
2630 E. ASHLAN - FRESNO, CALIFORNIA 93726
LOUIS YOUNG C.P.A. INC.

LOUIS YOUNG, CPA    3142 WILLOW AVENUE #101 -CLOVIS, CA 93612
JASON LIAO, CPA     (559) 291-1668 - FAX (559) 291-1692

INDEPENDENT AUDITOR'S REPORT

The Partners Hacienda Villa Associates
Firebaugh, California

We have audited the accompanying balance sheet of Hacienda Villa Associates
(A Limited Partnership) as of December 31, 1998, and the related statements
of operations, partners' capital and cash flows f or 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 Hacienda Villa
Associates (a Limited Partnership) as of December 31, 1998, 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 supplemental information on
pages 14 and 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Louis Young CPA Inc.
Fresno, California

February 23, 1999

Boardman & Winnick
CERTIFIED PUBLIC ACCOUNTANTS

Myron H. Bordman, C.P.A. 7439 Middlebelt Road, Suite 3
Robert F. Winnick, C.P.A. West Bloomfield, Michigan 48322
(248) 851-5350
Facsimile (248) 851-9148
Hedda Panzer, C.P.A.
Sharon Lin, C.P.A.

INDEPENDENT AUDITOR'S REPORT

To The Partners of Holland West Limited Partnership

We have audited the accompanying balance sheet of HUD Project No.
047-44050/12001 of Holland West Limited Partnership (a Michigan
Partnership) as of December 31, 1998, and the related statements
of income, and cash flows, and changes in partner's equity. These
financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Holland West Limited Partnership as of December 31, 1998, and
the results of its operations and its cash flow and its changes
in partners' equity for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supporting
information included in the report (shown on pages 11 to 16) are
presented for the purposes of additional analysis and are not a
required part of the basic financial statements of Holland West
Limited Partnership. Such information has been subject to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1999, on our consideration of
Holland West Limited Partnership's internal controls and a report
dated January 24, 1999, on its compliance with laws and
regulations.

West Bloomfield, MI
BORDMAN & WINNICK
January 24, 1999
Certified Public Accountants

ROBERT ERCOLINI & COMPANY LLP
Certified Public Accountants * Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rosenberg Building Associates Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheets of Rosenberg
Building Associates Limited Partnership as of December 31, 1998
and 1997, and the related statements Of Operations, partners'
capital, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. 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, m 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
Rosenberg Building Associates Limited Partnership as of December
31, 1998 and 1997, and the results of its operations, changes in
partners' capital, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in this report (shown on pages 18 and 19) is
presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information
has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

March 10, 1999

FECTEAU & COMPANY. P.C.

Certified Public Accountants -Advisors of Taxation

INDEPENDENT AUDITORS' REPORT

To the Partners
Sherburne Housing Redevelopment Company

We have audited the accompanying balance sheet of Sherburne
Housing Redevelopment Company as of December 31, 1998 and the
related statements of operations, 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 the 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 Sherburne Housing Redevelopment Company as of December 31,
1998 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 reports dated February 4, 1999, on our consideration of
Sherburne Housing Redevelopment Company's internal control
structure and its compliance with laws and regulations.

The financial statements of Sherburne Housing Redevelopment
Company as of December 31, 1997 were audited by other accountants
whose report dated January 24, 1998 expressed an unqualified
opinion on those statements.

February 4, 1999
Albany, New York

Executive Woods, 4 Atrium Drive, Albany, NY 12205 0 (518)
438-7400 0 FAX (518) 438-7444

Member
American Institute of Certified Public Accountants
(Private Companies Practice Section & Tax Division)
New York state Society of CPA's

 (209) 224-5141


INDEPENDENT AUDITOR'S REPORT


The Partners
Hacienda Villa Associates
Firebaugh, California



We have audited the accompanying balance sheet of Hacienda Villa
Associates (A Limited Partnership) as of December 31, 1997, 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 financial statements referred to above
present fairly, in all material respects, the financial position
of Hacienda Villa Associates (a Limited Partnership) as of
December 31, 1997, 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 supplemental
information on pages 14 and 15 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.




Louis Young CPA Inc.
Fresno, California

February 26, 1998

BOARDMAN & WINNICK
CERTIFIED PUBLIC ACCOUNTANTS


Myron H. Bordman, C.P.A 7439 Middlebeit Road, Suite 3
Robert F. Winnick, C.P.A. West Bloomfield, Michigan 48322
Hedda Benenson, C.P.A.
Sharon Lin, C.P.A.
(248) 851-5350
Facsimile (248) 851-9148


INDEPENDENT AUDITOR'S REPORT

To The Partners of
Holland West Limited Partnership



We have audited the accompanying balance sheet of HUD Project No.
047-44050/12001 of Holland West Limited Partnership (a Michigan
Partnership) as of December 31, 1997, and the related statements
of income, and cash flows, and changes in partner's equity.
These financial statements are the responsibility of the
project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Holland West Limited Partnership as of December 31, 1997, and
the results of its operations and its cash flow and its changes
in partners' equity for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The supporting
information included in the report (shown on pages 11 to 16) are
presented for the purposes of additional analysis and are not a
required part of the basic financial statements of Holland West
Limited Partnership.  Such information has been subject to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1998, on our consideration of
Holland West Limited Partnership's internal controls and a report
dated January 24, 1998, on its compliance with laws and
regulations.



West Bloomfield, MI
January 24, 1998





BORDMAN & WINNICK
Certified Public Accountants
38-2900295
Coopers and Lybrand L.L.P
A professional Services Firm

Report of Independent Accountants


The Partners
Sherburne Housing Redevelopment Company


We have audited the accompanying statements of financial position
of Sherburne Housing Redevelopment Company (A Limited
Partnership) as of December 31, 1997 and 1996, and the related
statements of operations and 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 audits.

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 Sherburne Housing Redevelopment Company as of December 31,
1997 and 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 our report dated January 24, 1998 on our consideration of
Sherburne Housing Redevelopment Company's internal control
structure and a report dated January 24, 1998 on its compliance
with laws and regulations.


Coopers and Lybrand LLP

Rochester, New York
January 24, 1998

Members of American Institute of Certified Public Accountants /
Florida Institute of Certified Public Accountants






COLLEEN E. ALLARD, C.P.A. ROGER D ALLARD C.P.A. BARRY W: CROWLEY,
C.P.A.

CERTIFIED PUBLIC ACCOUNTANTS
259 PAGE BOULEVARD
SPRINGFIELD, MASSACHUSETTS 01104

TELEPHONE: (413) 785-1414
FAX: (413) 739-9618

INDEPENDENT AUDITORS' REPORT


To the Partners
Armory Square Limited Partnership

We have audited the accompanying balance sheets of Armory Square
Limited Partnership as of December 31, 1996 and 1995 and the
related statements of operations, partners' equity, and cash
flows for the years then ended. The financial statements are the
responsibility of the partnership's management.  Our
responsibility is to express an opinion on the 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 Armory Square 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 taken as a whole.  The accompanying
supplementary schedules on pages 13-15 are presented only for
analysis purposes and are not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements.  All information included in the schedules is the
representation of the management of Armory Square Limited
Partnership.  We did not become aware of any material
modifications that should be made to this supplementary
information.


January 31, 1997
Saint Paul, Minnesota
January 17, 1997
GRAHAM CARTER
& JENNINGS, PLC

CERTIFIED PUBLIC ACCOUNTANTS

Harold D. Carter, (1931-1993)

Jack G. Jennings,
Walter H. Graham,
Michael J. Carter,

Independent Auditor's Report

To the Partners
Landmark Limited Partnership

We have audited the accompanying balance sheet of Landmark
Limited Partnership (a Virginia limited partnership), VHDA
Project No.: 88-01447-HF, as of December 31, 1996, and the
related statements of profit and loss (on HUD Form No.: 9241 0),
partners' deficit, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

The Partnership is required to file annually with the Virginia
Housing Development Authority (VHDA).  The accompanying financial
statements are presented in accordance with the financial
presentation recommended by VHDA.  The elements of the
presentation do not conflict with generally accepted accounting
principles.

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 Landmark Limited Partnership, VHDA Project No.: 88-01447-HF,as
of December 31, 1996, and the results of its operations, the
changes in partners' deficit and cash flows for the year then
ended in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The additional
information on pages 14 through 17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.


February 18, 1997

8395 Keystone Crossing, Suite 203  Indianapolis, Indiana 46240
317-259-6857     Fax: 317-259-6861

DOUGLAS A. HOLLOWELL, P.C.
Certified Public Accountants,
A Professional Corporation

309 County Street, Suite 100,
P.O. Box 630,
Portsmouth, Virginia 23705,
Telephone (804) 397-6425
1800 658 8425
Fax# 393 1451

INDEPENDENT AUDITOR'S REPORT

To the partners
Shockoe Hill Associates II, L.P.

I have audited the accompanying balance sheet of Shockoe Hill
Associates II, L.P. as of December 31, 1996, and the related
statements of income, changes in partners' capital, and cash
flows for the year then ended.  These financial statements are
the responsibility of Shockoe Hill Associates II, L.P.Is
Management.  My responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Shockoe Hill Associates II, 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.

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, I have also
issued a report dated January 28, 1997, on my consideration of
Shockoe Hill Associates II, L.P. Is internal control structure
and reports dated January 28, 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.

My 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 23 is
presented for purposes of additional analysis and is not a
required part of the basic financial statements of Shockoe Hill
Associates II, L.P. . Such information has been subjected to the
citing procedures applied in the audit of the basic financial
statements and, in my opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.


Portsmouth, Virginia,
January 28, 1997


Member of:
The American Institute of Certified Public Accountants
The Virginia Society of Certified Public Accountants
The North Carolina Association of Certified Public Accountants

Page 1





LOUIS YOUNG C.P.A. INC.
2630 E. ASHLAN - FRESNO, CALIFORNIA 93726
(209) 224-5141


INDEPENDENT AUDITOR'S REPORT


The Partners
Hacienda Villa Associates
Firebaugh, California


We have audited the accompanying balance sheet of Hacienda Villa Associates (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 financial statements referred to above present fairly, in
all material respects, the financial position of Hacienda Villa Associates (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.

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 14 and 15 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


Louis Young CPA inc.

Fresno, California
February 14, 1997




<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                         BALANCE SHEETS

                    March 31, 1999 and 1998

<TABLE>
                                                        Total
                                          --------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                                  ASSETS


INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $    12,964,520   $    21,247,830


OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                     160,135           176,885

   Other                                         721,229           672,439
                                          --------------    --------------
                                         $    13,845,884   $    22,097,154
                                          --------------    --------------

              LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $     6,969,091   $     5,879,773
                                          --------------    --------------
PARTNERS' CAPITAL (note A)

   Assignor limited partner

      Units  of  limited  partnership
          interest    consisting    of
          1 0 ,000,000      authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated    value,   9,800,600
          issued  to  the assignees at
          March 31, 1999 and 1998                      -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited  partner,  9,800,600
          issued  and  outstanding  at
          March 31, 1999 and 1998              7,657,936        16,905,119
   General partners                             (781,143)         (687,738)
                                          --------------    --------------
                                               6,876,793        16,217,381
                                          --------------    --------------
                                         $    13,845,884   $    22,097,154
                                          ==============    ==============

                          (continued)

                              F-5

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                   BALANCE SHEETS - CONTINUED

                    March 31, 1999 and 1998


</TABLE>
<TABLE>
                                                      Series 1
                                          --------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                           ASSETS

INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $        22,969   $        39,010

OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                       6,640            15,351
   Other                                          68,113            68,113
                                          --------------    --------------
                                         $        97,722   $       122,474
                                          ==============    ==============

              LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $     1,497,650   $     1,306,517
                                          --------------    --------------
PARTNERS' DEFICIT (note A)
   Assignor limited partner

      Units   of  limited  partnership
          interest    consisting    of
          10,000,000        authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated    value,   1,299,900
          issued  to  the assignees at
          March 31, 1999 and 1998                      -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited  partner,  1,299,900
          issued  and  outstanding  at
          March 31, 1999 and 1998             (1,272,705)       (1,058,979)
   General partners                             (127,223)         (125,064)
                                          --------------    --------------
                                              (1,399,928)       (1,184,043)
                                          --------------    --------------
                                         $        97,722   $       122,474
                                          ==============    ==============

                          (continued)

                              F-6

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                   BALANCE SHEETS - CONTINUED

                    March 31, 1999 and 1998


</TABLE>
<TABLE>
                                                      Series 2
                                          --------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                           ASSETS

INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $       731,325   $     1,889,149

OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                       5,497             3,977
   Other                                         360,285           360,285
                                          --------------    --------------
                                         $     1,097,107   $     2,253,411
                                          ==============    ==============

             LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $       479,154   $       390,924
                                          --------------    --------------
PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units  of  limited  partnership
          interest    consisting    of
          10,000,000        authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated value, 830,300 issued
          to  the  assignees  at March
          31, 1999 and 1998                            -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited   partner,   830,300
          issued  and  outstanding  at
          March 31, 1999 and 1998                681,116         1,913,205
   General partners                              (63,163)          (50,718)
                                          --------------    --------------
                                                 617,953         1,862,487
                                          --------------    --------------
                                         $     1,097,107   $     2,253,411
                                          ==============    ==============

                          (continued)

                              F-7

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                   BALANCE SHEETS - CONTINUED

                    March 31, 1999 and 1998


</TABLE>
<TABLE>
                                                      Series 3
                                          -------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                           ASSETS

INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $     1,289,310   $     4,858,313

OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                       2,331            14,333
   Other                                          41,861            41,861
                                          --------------    --------------
                                         $     1,333,502   $     4,914,507
                                          ==============    ==============

             LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $     1,898,749   $     1,615,058
                                          --------------    --------------
PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units  of  limited  partnership
          interest    consisting    of
          10,000,000        authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated    value,   2,882,200
          issued  to  the assignees at
          March 31, 1999 and 1998                      -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited  partner,  2,882,200
          issued  and  outstanding  at
          March 31, 1999 and 1998               (307,681)        3,518,368
   General partners                             (257,566)         (218,919)
                                          --------------    --------------
                                                (565,247)        3,299,449
                                          --------------    --------------
                                         $     1,333,502   $     4,914,507
                                          ==============    ==============

                          (continued)

                              F-8

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                   BALANCE SHEETS - CONTINUED

                    March 31, 1999 and 1998


</TABLE>
<TABLE>
                                                      Series 4
                                          --------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                           ASSETS

INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $     6,648,529   $     8,752,503

OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                      10,320             1,955
   Other                                         217,857           169,067
                                          --------------    --------------
                                         $     6,876,706   $     8,923,525
                                          ==============    ==============

             LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $     1,801,996   $     1,461,678
                                          --------------    --------------
PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units   of  limited  partnership
          interest    consisting    of
          10,000,000        authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated    value,   2,995,300
          issued  to  the assignees at
          March 31, 1999 and 1998                      -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited  partner,  2,995,300
          issued  and  outstanding  at
          March 31, 1999 and 1998              5,284,067         7,647,333
   General partners                             (209,357)         (185,486)
                                          --------------    --------------
                                               5,074,710         7,461,847
                                          --------------    --------------
                                         $     6,876,706   $     8,923,525
                                          ==============    ==============

                          (continued)

                              F-9

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                   BALANCE SHEETS - CONTINUED

                    March 31, 1999 and 1998


</TABLE>
<TABLE>
                                                      Series 5
                                          --------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                           ASSETS

INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $       598,143   $     1,173,153

OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                     118,832           130,957
   Other                                          33,113            33,113
                                          --------------    --------------
                                         $       750,088   $     1,337,223
                                          ==============    ==============

             LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $       146,736   $       107,280
                                          --------------    --------------
PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units   of  limited  partnership
          interest    consisting    of
          10,000,000        authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated value, 489,900 issued
          to  the  assignees  at March
          31, 1999 and 1998                            -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited   partner,   489,900
          issued  and  outstanding  at
          March 31, 1999 and 1998                639,069         1,259,394
   General partners                              (35,717)          (29,451)
                                          --------------    --------------
                                                 603,352         1,229,943
                                          --------------    --------------
                                         $       750,088   $     1,337,223
                                          ==============    ==============

                          (continued)

                                   F-10

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                   BALANCE SHEETS - CONTINUED

                    March 31, 1999 and 1998


</TABLE>
<TABLE>
                                                      Series 6
                                          -------------------------------
                                               1999              1998
                                          --------------    --------------
<S>                                       <C>               <C>
                           ASSETS

INVESTMENTS IN OPERATING LIMITED
   PARTNERSHIPS (notes A and C)          $     3,674,244   $     4,535,702

OTHER ASSETS

   Cash and cash equivalents (notes A
      and E)                                      16,515            10,312
   Other                                               -                 -
                                          --------------    --------------
                                         $     3,690,759   $     4,546,014
                                          ==============    ==============

             LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable - affiliates
      (note B)                           $     1,144,806   $       998,316
                                          --------------    --------------
PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units  of  limited   partnership
          interest    consisting    of
          10,000,000        authorized
          beneficial          assignee
          certificates    (BAC),   $10
          stated    value,   1,303,000
          issued  to  the assignees at
          March 31, 1999 and 1998                      -                 -
   Assignees

      Units  of beneficial interest of
          the    limited   partnership
          interest   of  the  assignor
          limited  partner,  1,303,000
          issued  and  outstanding  at
          March 31, 1999 and 1998              2,634,070         3,625,798
   General partners                              (88,117)          (78,100)
                                          --------------    --------------
                                               2,545,953         3,547,698
                                          --------------    --------------
                                         $     3,690,759   $     4,546,014
                                          ==============    ==============

               See notes to financial statements

                              F-11

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                    STATEMENTS OF OPERATIONS

           Years ended March 31, 1999, 1998 and 1997


</TABLE>
<TABLE>
                                                   Total
                                ------------------------------------------
                                    1999           1998           1997
                                ------------   ------------   ------------
<S>                             <C>            <C>            <C>
Income
   Interest income             $       4,355  $      16,039  $       7,074
   Miscellaneous income                    -            813          2,910
                                ------------   ------------   ------------
          Total income                 4,355         16,852          9,984
                                ------------   ------------   ------------

Share of losses from
   operating limited
   partnerships (note A)          (4,256,419)    (4,676,547)    (1,453,320)
                                ------------   ------------   ------------
Expenses

   Professional fees                  87,427         90,270         97,901

   Partnership management fee
      (note B)                       919,866        922,872        919,609
   Impairment loss (note A)        4,017,052              -              -

   General and administrative
      expenses (note B)               64,179         83,140         64,325
                                ------------   ------------   ------------
                                   5,088,524      1,096,282      1,081,835
                                ------------   ------------   ------------
          NET LOSS (note A)    $  (9,340,588) $  (5,755,977) $  (2,525,171)
                                ============   ============   ============

Net loss allocated to general
   partner                     $     (93,405) $     (57,559) $     (25,251)
                                ============   ============   ============

Net loss allocated to
   assignees                   $  (9,247,183) $  (5,698,418) $  (2,499,920)
                                ============   ============   ============

Net loss per BAC               $       (0.94) $       (0.58) $       (0.26)
                                ============   ============   ============

</TABLE>

                          (continued)

                              F-12

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                           Series 1
                               --------------------------------
                                  1999        1998       1997
                               ---------   ---------  ---------
<S>                            <C>         <C>        <C>
Income

   Interest income             $     266  $      629  $   1,190

   Miscellaneous income                -           -      1,353
                               ---------   ---------   --------
          Total income               266         629      2,543
                               ---------   ---------   --------

Share of losses from
   operating limited
   partnerships (note A)         (16,041)    (78,739)  (260,308)
                               ---------   ---------   --------
Expenses

   Professional fees              16,459      16,896     20,810

   Partnership management fee
      (note B)                   175,604     173,604    172,864
   Impairment loss (note A)            -           -          -

   General and administrative
      expenses (note B)            8,047      10,781      8,693
                               ---------   ---------   --------
                                 200,110     201,281    202,367
                               ---------   ---------   --------
          NET LOSS (note A)    $(215,885) $ (279,391) $(460,132)
                               =========   =========   ========

Net loss allocated to general
   partner                     $  (2,159) $   (2,794) $  (4,601)
                               =========   =========   ========

Net loss allocated to
   assignees                   $(213,726) $ (276,597) $(455,531)
                               =========   =========   ========

Net loss per BAC               $   (0.16) $    (0.21) $   (0.35)
                               =========   =========   ========

</TABLE>

                          (continued)

                              F-13

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                  Series 2
                                --------------------------------------------
                                     1999            1998           1997
                                -------------   -------------  -------------
<S>                             <C>             <C>            <C>
Income

   Interest income             $         115  $           37  $          78

   Miscellaneous income                    -               -              -
                                -------------   -------------  -------------
          Total income                   115              37             78
                                -------------   -------------  -------------

Share of losses from
   operating limited
   partnerships (note A)            (280,980)       (263,285)      (292,730)
                                -------------   -------------  -------------
Expenses

   Professional fees                  10,797          11,579         11,325

   Partnership management fee
      (note B)                        67,362          66,362         65,876
   Impairment loss (note A)          876,844               -              -

   General and administrative
      expenses (note B)                8,666          10,558          9,135
                                -------------   -------------  -------------
                                     963,669          88,499         86,336
                                -------------   -------------  -------------
          NET LOSS (note A)    $  (1,244,534) $     (351,747) $    (378,988)
                                =============   =============  =============

Net loss allocated to general
   partner                     $     (12,445) $       (3,517) $      (3,790)
                                =============   =============  =============

Net loss allocated to
   assignees                   $  (1,232,089) $     (348,230) $    (375,198)
                                =============   =============  =============

Net loss per BAC               $       (1.48) $        (0.42) $       (0.45)
                                =============   =============  =============

</TABLE>

                          (continued)

                              F-14

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 3
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Income

   Interest income             $        240  $     11,056  $        114

   Miscellaneous income                   -           560         1,304
                                -----------   -----------   ------------
          Total income                  240        11,616         1,418
                                -----------   -----------   ------------

Share of losses from
   operating limited
   partnerships (note A)         (2,166,577)   (2,619,755)      (17,034)
                                -----------   -----------   ------------
Expenses

   Professional fees                 18,536        17,746        22,250

   Partnership management fee
      (note B)                      259,856       257,189       260,067
   Impairment loss (note A)       1,402,374             -             -

   General and administrative
      expenses (note B)              17,593        22,643        17,609
                                -----------   -----------   ------------
                                  1,698,359       297,578       299,926
                                -----------   -----------   ------------
          NET LOSS (note A)    $ (3,864,696) $ (2,905,717) $   (315,542)
                                ===========   ===========   ============

Net loss allocated to general
   partner                     $    (38,647) $    (29,057) $     (3,155)
                                ===========   ===========   ============

Net loss allocated to
   assignees                   $ (3,826,049) $ (2,876,660) $   (312,387)
                                ===========   ===========   ============

Net loss per BAC               $      (1.33) $      (1.00) $      (0.11)
                                ===========   ===========   ============

</TABLE>

                          (continued)

                             F-15

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 4
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Income

   Interest income             $        200  $         82  $        556

   Miscellaneous income                   -           253           253
                                -----------   -----------   ------------
          Total income                  200           335           809
                                -----------   -----------   ------------

Share of losses from
   operating limited
   partnerships (note A)         (1,449,290)   (1,048,912)     (120,255)
                                -----------   -----------   ------------
Expenses

   Professional fees                 18,815        19,554        18,930

   Partnership management fee
      (note B)                      247,884       247,257       245,494
   Impairment loss (note A)         654,684             -             -

   General and administrative
      expenses (note B)              16,664        21,498        17,474
                                -----------   -----------   ------------
                                    938,047       288,309       281,898
                                -----------   -----------   ------------
          NET LOSS (note A)    $ (2,387,137) $ (1,336,886) $   (401,344)
                                ===========   ===========   ============

Net loss allocated to general
   partner                     $    (23,871) $    (13,369) $     (4,013)
                                ===========   ===========   ============

Net loss allocated to
   assignees                   $ (2,363,266) $ (1,323,517) $   (397,331)
                                ===========   ===========   ============

Net loss per BAC               $      (0.79) $      (0.44) $      (0.13)
                                ===========   ===========   ============

</TABLE>

                          (continued)

                             F-16

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                           Series 5
                               -------------------------------
                                  1999        1998       1997
                               ---------   --------   --------
<S>                            <C>         <C>        <C>
Income

   Interest income             $   3,065  $   3,696  $   4,178

   Miscellaneous income                -          -          -
                               ---------  ---------  ---------
          Total income             3,065      3,696      4,178
                               ---------  ---------  ---------

Share of losses from
   operating limited
   partnerships (note A)        (124,175)  (135,018)  (114,100)
                               ---------  ---------  ---------
Expenses

   Professional fees               9,236     10,002     10,498

   Partnership management fee
      (note B)                    39,184     39,184     39,456
   Impairment loss (note A)      450,835          -          -

   General and administrative
      expenses
      (note B)                     6,226      9,104      4,400
                               ---------  ---------  ---------
                                 505,481     58,290     54,354
                               ---------  ---------  ---------
          NET LOSS (note A)    $(626,591) $(189,612) $(164,276)
                               =========  =========  =========

Net loss allocated to general
   partner                     $  (6,266) $  (1,896) $  (1,643)
                               =========  =========  =========

Net loss allocated to
   assignees                   $(620,325) $(187,716) $(162,633)
                               =========  =========  =========

Net loss per BAC               $   (1.27) $   (0.38) $   (0.33)
                               =========  =========  =========

</TABLE>

                          (continued)

                              F-17

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 6
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Income

   Interest income             $        469  $        539  $        958

   Miscellaneous income                   -             -             -
                                -----------   -----------   ------------
          Total income                  469           539           958
                                -----------   -----------   ------------

Share of losses from
   operating limited
   partnerships (note A)           (219,356)     (530,838)     (648,893)
                                -----------   -----------   ------------
Expenses

   Professional fees                 13,584        14,493        14,088

   Partnership management fee
      (note B)                      129,976       139,276       135,852
   Impairment loss (note A)         632,315             -             -

   General and administrative
      expenses
      (note B)                        6,983         8,556         7,014
                                -----------   -----------   ------------
                                    782,858       162,325       156,954
                                -----------   -----------   ------------
          NET LOSS (note A)    $ (1,001,745) $   (692,624) $   (804,889)
                                ===========   ===========   ============

Net loss allocated to general
   partner                     $    (10,017) $     (6,926) $     (8,049)
                                ===========   ===========   ============

Net loss allocated to
   assignees                   $   (991,728) $   (685,698) $   (796,840)
                                ===========   ===========   ============

Net loss per BAC               $      (0.76) $      (0.53) $      (0.62)
                                ===========   ===========   ============

</TABLE>

               See notes to financial statements

                            F-18

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                General
            Total                 Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),
   March 31, 1996              $ 25,103,457  $   (604,928) $ 24,498,529

Net loss                         (2,499,920)      (25,251)   (2,525,171)
                                -----------   -----------   ------------
Partners' capital (deficit),
March 31, 1997                   22,603,537      (630,179)   21,973,358

Net loss                         (5,698,418)      (57,559)   (5,755,977)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                16,905,119      (687,738)   16,217,381

Net loss                         (9,247,183)      (93,405)   (9,340,588)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1999              $  7,657,936  $   (781,143) $  6,876,793
                                ===========   ===========   ============

</TABLE>

                          (continued)

                                  F-19

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

          STATEMENTS OF PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                General
           Series 1               Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),
   March 31, 1996              $   (326,851) $   (117,669) $   (444,520)

Net loss                           (455,531)       (4,601)     (460,132)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1997                  (782,382)     (122,270)     (904,652)

Net loss                           (276,597)       (2,794)     (279,391)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                (1,058,979)     (125,064)   (1,184,043)

Net loss                           (213,726)       (2,159)     (215,885)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1999              $ (1,272,705) $   (127,223) $ (1,399,928)
                                ===========   ===========   ============

</TABLE>
<TABLE>
                                                General
           Series 2               Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),   $  2,636,633  $    (43,411) $  2,593,222

Net loss                           (375,198)       (3,790)     (378,988)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1997                 2,261,435       (47,201)    2,214,234

Net loss                           (348,230)       (3,517)     (351,747)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                 1,913,205       (50,718)    1,862,487

Net loss                         (1,232,089)      (12,445)   (1,244,534)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1999              $    681,116  $    (63,163) $    617,953
                                ===========   ===========   ============

</TABLE>

                          (continued)

                              F-20

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

          STATEMENTS OF PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                General
           Series 3               Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),
   March 31, 1996              $  6,707,415  $   (186,707) $  6,520,708

Net loss                           (312,387)       (3,155)     (315,542)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1997                 6,395,028      (189,862)    6,205,166

Net loss                         (2,876,660)      (29,057)   (2,905,717)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                 3,518,368      (218,919)    3,299,449

Net loss                         (3,826,049)      (38,647)   (3,864,696)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1999              $   (307,681) $   (257,566) $   (565,247)
                                ===========   ===========   ============

</TABLE>
<TABLE>
                                                General
           Series 4               Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),
   March 31, 1996              $  9,368,181  $   (168,104) $  9,200,077

Net loss                           (397,331)       (4,013)     (401,344)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1997                 8,970,850      (172,117)    8,798,733

Net loss                         (1,323,517)      (13,369)   (1,336,886)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                 7,647,333      (185,486)    7,461,847

Net loss                         (2,363,266)      (23,871)   (2,387,137)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1999              $  5,284,067  $   (209,357) $  5,074,710
                                ===========   ===========   ============

</TABLE>

                          (continued)

                              F-21

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

          STATEMENTS OF PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                General
           Series 5               Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),
   March 31, 1996              $  1,609,743  $    (25,912) $  1,583,831

Net loss                           (162,633)       (1,643)     (164,276)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1997                 1,447,110       (27,555)    1,419,555

Net loss                           (187,716)       (1,896)     (189,612)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                 1,259,394       (29,451)    1,229,943

Net loss                           (620,325)       (6,266)     (626,591)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1999              $    639,069  $    (35,717) $    603,352
                                ===========   ===========   ============

</TABLE>
<TABLE>
                                                General
           Series 6               Assignees     partner         Total
- -----------------------------   -----------   -----------   ------------
<S>                             <C>           <C>           <C>
Partners' capital (deficit),
   March 31, 1996              $  5,108,336  $    (63,125) $  5,045,211

Net loss                           (796,840)       (8,049)     (804,889)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1997                 4,311,496       (71,174)    4,240,322

Net loss                           (685,698)       (6,926)     (692,624)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998                 3,625,798       (78,100)    3,547,698

Net loss                           (991,728)      (10,017)   (1,001,745)
                                -----------   -----------   ------------

Partners' capital (deficit),
   March 31, 1998              $  2,634,070  $    (88,117) $  2,545,953
                                ===========   ===========   ============

</TABLE>

               See notes to financial statements

                              F-22

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                    STATEMENTS OF CASH FLOWS
           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                             Total
                               --------------------------------
                                  1999        1998       1997
                               ---------   ---------  ---------
<S>                            <C>         <C>        <C>
Cash flows from operating
activities
   Net loss                    $(9,340,58  $(5,755,97 $(2,525,17
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership               9,839       3,129     14,774

      Share of losses from
          operating limited
          partnerships          4,256,419   4,676,547  1,453,320
      Impairment loss           4,017,052           -          -
      Other assets                (48,790)   (113,711)   (40,663)

      Accounts payable and
          accrued expenses      1,089,318   1,142,268  1,041,438
                                ---------   ---------  ---------

          Net cash used in
             operating
             activities           (16,750)    (47,744)   (56,302)
                                ---------   ---------  ---------

          NET DECREASE IN CASH
             AND CASH
             EQUIVALENTS          (16,750)    (47,744)   (56,302)


Cash and cash equivalents,
   beginning                      176,885     224,629    280,931
                                ---------   ---------  ---------

Cash and cash equivalents,
   end                          $ 160,135  $  176,885 $  224,629
                                =========   =========  =========

</TABLE>

                          (continued)

                              F-23

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                           Series 1
                               --------------------------------
                                  1999        1998       1997
                               ---------   ---------  ---------
<S>                            <C>         <C>        <C>
Cash flows from operating
   activities
   Net loss                    $(215,885) $ (279,391)$ (460,132)
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership                  -           -          -

      Share of losses from
          operating limited
          partnerships            16,041      78,739    260,308
      Impairment loss                  -           -          -
      Other assets                     -     (13,810)         -

      Accounts payable and
          accrued expenses       191,133     196,439    180,864
                               ---------   ---------  ---------

          Net cash used in
             operating
             activities           (8,711)    (18,023)   (18,960)
                               ---------   ---------  ---------

          NET DECREASE IN CASH
             AND CASH
             EQUIVALENTS          (8,711)    (18,023)   (18,960)


Cash and cash equivalents,
   beginning                      15,351      33,374     52,334
                               ---------   ---------  ---------

Cash and cash equivalents,
   end                         $   6,640  $   15,351 $   33,374
                               =========   =========  =========

</TABLE>

                          (continued)

                              F-24

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 2
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                            <C>           <C>           <C>
Cash flows from operating
   activities
   Net loss                    $ (1,244,534) $   (351,747) $   (378,988)
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership                     -             -             -

      Share of losses from
          operating limited
          partnerships              280,980       263,285       292,730
      Impairment loss               876,844             -             -
      Other assets                        -             -             -

      Accounts payable and
          accrued expenses           88,230        89,234        88,201
                                -----------   -----------   ------------

          Net cash provided by
             operating
             activities               1,520           772         1,943
                                -----------   -----------   ------------

          NET INCREASE IN CASH
             AND CASH
             EQUIVALENTS              1,520           772         1,943


Cash and cash equivalents,
   beginning                          3,977         3,205         1,262
                                -----------   -----------   ------------

Cash and cash equivalents,
   end                         $      5,497  $      3,977  $      3,205
                                ===========   ===========   ============

</TABLE>

                          (continued)

                              F-25

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 3
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                            <C>            <C>           <C>
Cash flows from operating
   activities
   Net loss                    $ (3,864,696) $ (2,905,717) $   (315,542)
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership                    52         3,129         2,729

      Share of losses from
          operating limited
          partnerships            2,166,577     2,619,755        17,034
      Impairment loss             1,402,374             -             -
      Other assets                        -             -             -

      Accounts payable and
          accrued expenses          283,691       295,334       292,151
                                -----------   -----------   ------------

          Net cash provided by
             (used in)
             operating
             activities             (12,002)       12,501        (3,628)
                                -----------   -----------   ------------

          NET INCREASE
             (DECREASE) IN
             CASH AND CASH
             EQUIVALENTS            (12,002)       12,501        (3,628)


Cash and cash equivalents,
   beginning                         14,333         1,832         5,460
                                -----------   -----------   ------------

Cash and cash equivalents,
   end                         $      2,331  $     14,333  $      1,832
                                ===========   ===========   ============

</TABLE>

                          (continued)

                              F-26

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 4
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                            <C>            <C>           <C>
Cash flows from operating
   activities
   Net loss                    $ (2,387,137) $ (1,336,886) $   (401,344)
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership                     -             -        12,045

      Share of losses from
          operating limited
          partnerships            1,449,290     1,048,912       120,255
      Impairment loss               654,684             -             -
      Other assets                  (48,790)      (99,901)      (40,663)

      Accounts payable and
          accrued expenses          340,318       377,122       296,487
                                -----------   -----------   ------------

          Net cash provided by
             (used in)
             operating
             activities               8,365       (10,753)      (13,220)
                                -----------   -----------   ------------

          NET INCREASE
             (DECREASE) IN
             CASH AND CASH
             EQUIVALENTS              8,365       (10,753)      (13,220)


Cash and cash equivalents,
   beginning                          1,955        12,708        25,928
                                -----------   -----------   ------------

Cash and cash equivalents,
   end                         $     10,320  $      1,955  $     12,708
                                ===========   ===========   ============

</TABLE>

                          (continued)

                              F-27

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                           Series 5
                               --------------------------------
                                  1999        1998       1997
                               ---------   ---------  ---------
<S>                            <C>         <C>        <C>
Cash flows from operating
   activities
   Net loss                    $(626,591) $ (189,612)$ (164,276)
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership                  -           -          -

      Share of losses from
          operating limited
          partnerships           124,175     135,018    114,100
      Impairment loss            450,835           -          -
      Other assets                     -           -          -

      Accounts payable and
          accrued expenses        39,456      39,456     39,455
                               ---------   ---------  ---------

          Net cash used in
             operating
             activities          (12,125)    (15,138)   (10,721)
                               ---------   ---------  ---------

          NET DECREASE IN CASH
             AND CASH
             EQUIVALENTS         (12,125)    (15,138)   (10,721)


Cash and cash equivalents,
   beginning                     130,957     146,095    156,816
                               ---------   ---------  ---------

Cash and cash equivalents,
   end                         $
                                 118,832  $  130,957 $  146,095
                               =========   =========  =========

</TABLE>

                          (continued)

                              F-28

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1999, 1998 and 1997

<TABLE>
                                                Series 6
                                ----------------------------------------
                                    1999          1998          1997
                                -----------   -----------   ------------
<S>                            <C>            <C>           <C>
Cash flows from operating
   activities
   Net loss                    $ (1,001,745) $   (692,624) $   (804,889)
   Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities

      Distribution from
          operating limited
          partnership                 9,787             -             -

      Share of losses from
          operating limited
          partnerships              219,356       530,838       648,893
      Impairment loss               632,315             -             -
      Other assets                        -             -             -

      Accounts payable and
          accrued expenses          146,490       144,683       144,280
                                -----------   -----------   ------------

          Net cash provided by
             (used in)
             operating
             activities               6,203       (17,103)      (11,716)
                                -----------   -----------   ------------

          NET INCREASE
             (DECREASE) IN
             CASH AND CASH
             EQUIVALENTS              6,203       (17,103)      (11,716)


Cash and cash equivalents,
   beginning                         10,312        27,415        39,131
                                -----------   -----------   ------------

Cash and cash equivalents,
   end                         $     16,515  $     10,312  $     27,415
                                ===========   ===========   ============

</TABLE>

               See notes to financial statements

                              F-29

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

                 NOTES TO FINANCIAL STATEMENTS

                 March 31, 1999, 1998 and 1997

NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
            POLICIES

   Boston  Capital  Tax  Credit  Fund  Limited Partnership (the
   ""partnership")  (formerly  American  Affordable  Housing VI
   Limited  Partnership) was formed under the laws of the State
   of  Delaware  as  of  June  1,  1988,  for  the  purpose  of
   acquiring,  holding,  and  disposing  of limited partnership
   interests  in  operating  limited  partnerships  which  have
   acquired,  developed,  rehabilitated,  operate and own newly
   constructed,  existing  or rehabilitated apartment complexes
   which  qualify  for   the   Low-Income  Housing  Tax  Credit
   established  by  the Tax Reform Act of 1986.  Certain of the
   apartment  complexes  may  also  qualify  for  the  Historic
   Rehabilitation   Tax   Credit  for   the  rehabilitation  of
   certified  historic  structures,  accordingly, the apartment
   complexes  are  restricted  as to rent charges and operating
   methods  and  are  subject  to  the  provisions  of  Section
   42(g)(2)  of  the  Internal  Revenue  Code  relating  to the
   Rehabilitation  Investment  Credit.   The general partner of
   the   partnership   is  Boston  Capital  Associates  Limited
   Partnership  and  the limited partner is BCTC Assignor Corp.
   (the assignor limited partner).

   Pursuant  to  the  Securities  Act  of 1933, the partnership
   filed a Form S-11 Registration Statement with the Securities
   and  Exchange  Commission,  effective August 29, 1988, which
   covered   the  offering  (the  "Public  Offering")  of   the
   partnership's   beneficial  assignee  certificates  ("BACs")
   representing assignments of units of the beneficial interest
   of  the limited partnership interest of the assignor limited
   partner.   The partnership registered 10,000,000 BACs at $10
   per  BAC for sale to the public in six series.  BACs sold in
   bulk were offered to investors at a reduced cost per BAC.

   In   accordance  with  the  limited  partnership  agreement,
   profits,  losses, and cash flow (subject to certain priority
   allocations and distributions) and tax credits are allocated
   99% to the assignees and 1% to the general partner.

   Investments in Operating Limited Partnerships
   ---------------------------------------------
   The  partnership  accounts  for its investments in operating
   limited  partnerships using the equity method of accounting.
   Under  the  equity  method  of  accounting,  the partnership
   adjusts  its investment cost for its share of each operating
   limited  partnership's  results  of  operations  and for any
   distributions received or accrued.  However, the partnership
   recognizes individual operating limited partnership's losses
   only  to  the  extent that the fund's share of losses of the
   operating  limited partnerships does not exceed the carrying
   amount  of  its  investment.    Unrecognized  losses will be
   suspended  and  offset  against  future individual operating
   limited partnership's income.

                              F-30

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

   Investments in Operating Limited Partnerships (Continued)
   ---------------------------------------------
   A  loss  in  value  of an investment in an operating limited
   partnership other than a temporary decline would be recorded
   as  an impairment loss.  Impairment is measured by comparing
   the  investment  carrying  amount  to  the  sum of the total
   amount  of  the  remaining  tax  credits  allocated  to  the
   partnership  and  the   estimated   residual  value  of  the
   investment.     Accordingly,  the  partnership  recorded  an
   impairment  loss  of  $4,017,052 during the year ended March
   31, 1999.

   Capital  contributions to operating limited partnerships are
   adjusted  by tax credit adjusters.  Tax credit adjusters are
   defined  as  adjustments  to  operating  limited partnership
   capital  contributions  due  to  reductions  in  actual  tax
   credits  from  those  originally projected.  The partnership
   records tax credit adjusters as a reduction in investment in
   operating  limited  partnerships  and  capital contributions
   payable.

   The  operating limited partnerships maintain their financial
   statements  based  on  a  calendar  year and the partnership
   utilizes  a  March  31  year  end.   The partnership records
   losses and income from the operating limited partnerships on
   a calendar year basis which is not materially different from
   losses   and  income  generated  if  the  operating  limited
   partnerships utilized a March 31 year end.

   The partnership records capital contributions payable to the
   operating  limited  partnerships  once  there  is  a binding
   obligation  to  partnership  of  a  specified  amount.   The
   operating  limited partnerships record capital contributions
   from the partnership when received.

   The  partnership records acquisition costs as an increase in
   its  investment  in operating limited partnerships.  Certain
   o p erating  limited  partnerships  have  not  recorded  the
   acquisition   costs  as  a  capital  contribution  from  the
   partnership.    These  differences  are shown as reconciling
   items in note C.

   Cash Equivalents
   ----------------
   Cash  equivalents  include  repurchase  agreements and money
   market  accounts  having  original  maturities  at  date  of
   acquisition  of  three months or less.  The carrying amounts
   approximate  fair  value  because  of  the short maturity of
   these instruments.

                              F-31

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

   Income Taxes
   ------------
   No  provision  or benefit for income taxes has been included
   in  these  financial statements since taxable income or loss
   passes through to, and is reportable by, the general partner
   and assignees individually.

   Fiscal Year
   -----------
   For  financial  reporting  purposes  the  partnership uses a
   March   31  year  end,  whereas  for  income  tax  reporting
   purposes,  the  partnership  uses  a  calendar  year.    The
   operating  limited partnerships use a calendar year for both
   financial and income tax reporting.

   Net Loss per Beneficial Assignee Certificate
   --------------------------------------------
   Net  loss  per beneficial assignee certificate is calculated
   based  upon  the number of units outstanding.  The number of
   units outstanding in each series for each of the three years
   in the period ended March 31, 1999 is as follows:

<TABLE>
<S>                                     <C>
       Series 1                               1,299,900
       Series 2                                 830,300
       Series 3                               2,882,200
       Series 4                               2,995,300
       Series 5                                 489,900
       Series 6                               1,303,000
                                        ---------------
       Total                                  9,800,600
                                        ===============
</TABLE>

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

                              F-32

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
             POLICIES (Continued)

   Recent Accounting Pronouncements
   --------------------------------
   On  March  31,  1997,  the  partnership adopted Statement of
   Financial  Accounting  Standards ("SFAS") No. 128, "Earnings
   per  Share"  and  SFAS  No.  129, "Disclosure of Information
   about  Capital Structure."  SFAS No. 128 provides accounting
   and  reporting  standards  for  the  amount  of earnings per
   share.  SFAS No. 129 requires the disclosure in summary form
   within  the  financial  statements  of  pertinent rights and
   privileges  of the various securities outstanding.  On March
   31,  1998,  the partnership adopted SFAS No. 130, "Reporting
   Comprehensive  Income,"  SFAS  No.  131,  "Disclosures about
   Segments of an Enterprise and Related Information," and SFAS
   No.  132,  "Employers'  Disclosures about Pensions and Other
   Postretirement   Benefits."     SFAS  No.  130   establishes
   standards  for reporting and display of comprehensive income
   and  its  components, SFAS No. 131 establishes standards for
   how  public  business  enterprises  report information about
   operating  segments  and  SFAS  No.  132  revises employers'
   disclosures  about  pension and other postretirement benefit
   plans.    The  implementation  of  these  standards  has not
   materially affected the partnership's financial statements.

   In  June 1998, the FASB issued SFAS No. 133, "Accounting for
   Derivative  Instruments and Hedging Activities."  In October
   1998,   the  FASB  issued  SFAS  No.  134,  "Accounting  for
   Mortgage-backed Securities Retained after the Securitization
   of  Mortgage  Loans  Held  for  Sale  by  a Mortgage Banking
   Enterprise."    In  February  1999, the FASB issued SFAS No.
   135,   "Rescission   of  FASB  Statement  75  and  Technical
   Corrections."    SFAS  No.  133  is effective for all fiscal
   quarters  of  years  beginning after June 15, 1999; SFAS No.
   134  is  effective  for  the  first fiscal quarter beginning
   after  December  31, 1998; and SFAS No. 135 is effective for
   years  ending  after  February  15, 1999.  Early adoption is
   encouraged for SFAS No. 133, 134 and 135.

   The  fund does not have any derivative or hedging activities
   and  does  not  have  any  mortgage-backed securities.  FASB
   Statement  75,  "Deferral  of  the Effective Date of Certain
   Accounting Requirements for Pension Plans of State and Local
   Governmental   Units,"   does   not   apply   to  the  fund.
   Consequently,  these  pronouncements are expected to have no
   effect on the fund's financial statements.

                              F-33

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE B - RELATED PARTY TRANSACTIONS

   During  the  years  ended March 31, 1999, 1998 and 1997, the
   partnership  entered  into several transactions with various
   affiliates  of the general partner, including Boston Capital
   Partners,   Inc.,  Boston  Capital  Services,  Inc.,  Boston
   Capital  Holdings  Limited  Partnership,  and Boston Capital
   Asset Management Limited Partnership, as follows:

   Boston  Capital  Asset  Management  Limited  Partnership  is
   entitled  to  an  annual partnership management fee based on
   .375   percent  of  the  aggregate  cost  of  all  apartment
   complexes  acquired  by  the operating limited partnerships,
   less  the  amount  of  certain  partnership  management  and
   reporting  fees  paid  or  payable  by the operating limited
   partnerships. The aggregate cost is comprised of the capital
   contributions  made  by each series to the operating limited
   partnership  and  99%  of  the  permanent  financing  at the
   operating limited partnership level.

   The  annual partnership management fee charged to operations
   net  of  reporting  fees for the years ended March 31, 1999,
   1998 and 1997 are as follows:

<TABLE>
                               1999                1998               1997
                         ---------------    ----------------  -----------------
<S>                      <C>                <C>               <C>
       Series 1           $      175,604     $       173,604   $        172,864
       Series 2                   67,362              66,362             65,876
       Series 3                  259,856             257,189            260,067
       Series 4                  247,884             247,257            245,494
       Series 5                   39,184              39,184             39,456
       Series 6                  129,976             139,276            135,852
                         ---------------     ---------------   ----------------
                         $       919,866     $       922,872   $        919,609
                         ===============     ===============   ================

</TABLE>

                              F-34

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE B - RELATED PARTY TRANSACTIONS (Continued)

   General  and  administrative  expenses  incurred  by  Boston
   Capital  Partners,  Inc.,  Boston  Capital  Holdings Limited
   Partnership,  and  Boston  Capital  Asset Management Limited
   Partnership  were charged to each series' operations for the
   years ended March 31, 1999, 1998 and 1997 as follows:

<TABLE>
                               1999                1998               1997
                         ---------------    ----------------   ----------------
<S>                      <C>                <C>               <C>
       Series 1          $         1,973    $          2,495   $          2,849
       Series 2                    3,784               5,108              5,336
       Series 3                    4,031               5,545              5,851
       Series 4                    4,442               6,129              6,943
       Series 5                    2,796               3,655              2,671
       Series 6                    1,973               2,329              2,765
                         ---------------    ----------------   ----------------
                         $        18,999    $         25,261   $         26,415
                         ===============    ================   ================

</TABLE>

   Accounts  payable  -  affiliates  at March 31, 1999 and 1998
   represents  general and administrative expenses, partnership
   management  fees, and may include advances which are payable
   to  Boston  Capital Partners, Inc., Boston Capital Services,
   Inc., Boston Capital Holdings Limited Partnership and Boston
   Capital  Asset Management Limited Partnership.  The carrying
   value of the accounts payable - affiliates approximates fair
   value.

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

   At  March  31,  1999,  1998  and  1997,  the partnership has
   limited  partnership  interests  in  105  operating  limited
   partnerships  which  own apartment complexes.  The number of
   operating  limited partnerships in which the partnership has
   limited  partnership  interests  at March 31, 1999, 1998 and
   1997 by series are as follows:

<TABLE>
<S>                                     <C>
       Series 1                                     19
       Series 2                                      8
       Series 3                                     33
       Series 4                                     25
       Series 5                                      5
       Series 6                                     15
                                       ---------------
       Total                                       105
                                       ===============

                              F-35

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The   partnership's   investments   in   operating   limited
   partnerships at March 31, 1999 are summarized as follows:


</TABLE>
<TABLE>
                                                   Total
                                             ----------------
<S>                                         <C>
   Capital  contributions  paid to
       operating      limited
       partnerships,   net  of  tax
       credit adjusters                     $     69,626,749


   Acquisition  costs of operating
       limited partnerships                       11,976,945


   Syndication      costs     from
       operating      limited
       partnerships                                  (45,526)


   Cumulative  distributions  from
       operating      limited
       partnerships                                 (100,260)


   Impairment loss in investment                  (4,017,052)

   Cumulative      losses     from
       operating      limited
       partnerships                              (64,476,336)
                                             ----------------

   Investment in operating limited
       partnerships   per  balance
       sheets                                     12,964,520

   The  partnership  has  recorded
   capital  contributions  to  the
   operating  limited partnerships
   during the year ended March 31,
   1999,  which  have  not  been
   included  in  the partnerships'
   capital account included in the
   operating limited partnerships'
   financial   statements   as  of
   December 31, 1998 (see note A).                  (483,748)

   The  partnership  has  recorded
   acquisition  costs at March 31,
   1999,  which   have   not  been
   accounted for in the net assets
   of    the   operating   limited
   partnerships (see note A).                       (829,599)

   The  partnership has recorded a
   share  of losses from operating
   limited  partnerships  for  the
   three  months  ended  March 31,
   1999,   which   the   operating
   limited  partnerships  have not
   included   in   their   capital
   accounts  as  of  December  31,
   1998 due to different year ends
   (see note A).                                   1,466,033

   The  partnership  has  recorded
   low  income  housing tax credit
   adjusters   not   recorded   by
   operating  limited partnerships
   (see note A).                                     178,052

   Equity in losses from operating
   limited     partnerships    not
   recognizable  under  the equity
   method  of accounting (see note
   A).                                           (48,628,797)


   Impairment loss in investment                   4,017,052

   Other                                             571,798
                                             ----------------

   Equity  per  operating  limited
       partnerships'      combined
       financial statements                 $    (30,744,689)
                                             ================
</TABLE>

                              F-36

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The   partnership's   investments   in   operating   limited
   partnerships at March 31, 1999 are summarized as follows:

<TABLE>
                                      Series 1          Series 2         Series
3
                                  ----------------  ----------------  ----------
- -----
<S>                              <C>                <C>               <C>
   Capital contributions paid to
       operating limited
       partnerships, net of tax
       credit adjusters          $      9,037,551  $      5,565,026 $
20,710,406


   Acquisition costs of
       operating limited
       partnerships                     1,569,525         1,005,656
3,486,122


   Syndication costs from
       operating limited
       partnerships                             -                 -
- -


   Cumulative distributions from
       operating limited
       partnerships                        (5,538)           (5,446)
(46,951)


   Impairment loss in investment
       in operating limited
       partnerships                             -          (876,844)
(1,402,374)


   Cumulative losses from
       operating limited
       partnerships                   (10,578,569)       (4,957,067)
(21,457,893)
                                  ----------------  ----------------  ----------
- -----

   Investment in operating
       limited partnerships per
       balance sheets                      22,969           731,325
1,289,310

                              F-37

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

                                      Series 1          Series 2         Series
3
                                  ----------------  ----------------  ----------
- -----
<S>                               <C>                <C>               <C>
   The  partnership has recorded
   capital  contributions to the
   operating    limited    part-
   nerships   during   the  year
   ended  March  31, 1999, which
   have not been included in the
   partnerships' capital account
   included   in  the  operating
   limited    partnerships'  fi-
   nancial  statements   as   of
   December  31,  1998 (see note
   A).                                          -          (311,339)
(133,349)

   The  partnership has recorded
   acquisition  costs  at  March
   31, 1999, which have not been
   accounted   for  in  the  net
   assets   of   the   operating
   limited   partnerships   (see
   note A).                              (578,746)          (46,332)
116,865

   The  partnership has recorded
   a   share   of   losses  from
   operating    limited    part-
   nerships   for   the    three
   months  ended March 31, 1999,
   which  the  operating limited
   partnerships     have     not
   included   in  their  capital
   accounts  as  of December 31,
   1998  due  to  different year
   ends (see note A).                     667,397                 -
798,636

   The  partnership has recorded
   low income housing tax credit
   adjusters   not  recorded  by
   operating   limited     part-
   nerships  (see  note  A).               31,815            63,725
47,191

   Equity    in   losses    from
   operating   limited  partner-
   ships not recognizable  under
   the    equity     method   of
   accounting  (see note A).          (21,585,032)       (1,775,191)
(11,499,087)

   Impairment loss in investment
   in operating limited
   partnerships                                 -           876,844
1,402,374

   Other                                   69,393          (153,148)
306,402
                                  ----------------  ----------------  ----------
- -----

   Equity per operating limited
       partnerships' combined
       financial statements      $    (21,372,204) $       (614,116) $
(7,671,658)
                                  ================  ================
===============

</TABLE>

                              F-38

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The   partnership's   investments   in   operating   limited
   partnerships at March 31, 1999 are summarized as follows:

<TABLE>
                                      Series 4          Series 5         Series
6
                                  ----------------  ----------------  ----------
- -----
<S>                               <C>                <C>               <C>
   Capital contributions paid to
       operating limited
       partnerships, net of tax
       credit adjusters          $     21,719,700  $      3,273,323  $
9,320,743


   Acquisition costs of
       operating limited
       partnerships                     3,661,756           599,776
1,654,110


   Syndication costs from
       operating limited
       partnerships                             -           (45,526)
- -


   Cumulative distributions from
       operating limited
       partnerships                       (12,414)                -
(29,911)


   Impairment loss in investment
       in operating limited
       partnerships                      (654,684)         (450,835)
(632,315)


   Cumulative losses from
       operating limited
       partnerships                   (18,065,829)       (2,778,595)
(6,638,383)
                                  ----------------  ----------------  ----------
- -----

   Investment in operating
       limited partnerships per
       balance sheets                   6,648,529           598,143
3,674,244

                              F-39

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

                                      Series 4          Series 5         Series
6
                                  ----------------  ---------------- -----------
- -----
<S>                               <C>               <C>              <C>
   The  partnership has recorded
   capital   contributions    to
   the     operating     limited
   partnerships  during the year
   ended  March  31, 1999, which
   have not been included in the
   partnerships' capital account
   included   in  the  operating
   limited   partnerships'   fi-
   nancial   statements   as  of
   December  31,  1998 (see note
   A).                                     (4,475)          (34,585)
- -

   The  partnership has recorded
   acquisition  costs  at  March
   31, 1999, which have not been
   accounted   for  in  the  net
   assets   of   the   operating
   limited   partnerships   (see
   note A).                              (647,983)            8,269
318,328

   The  partnership has recorded
   a    share   of  losses  from
   operating    limited    part-
   nerships   for   the    three
   months  ended March 31, 1999,
   which  the  operating limited
   partnerships     have     not
   included   in  their  capital
   accounts  as  of December 31,
   1998  due  to  different year
   ends (see note A).                           -                 -
- -

   The  partnership has recorded
   low income housing tax credit
   adjusters   not  recorded  by
   operating    limited    part-
   nerships  (see  note  A).               9,747                 -
25,574

   Equity    in    losses   from
   operating     limited   part-
   nerships   not   recognizable
   under  the  equity  method of
   accounting (see note A).           (12,420,643)         (821,784)
(527,060)

   Impairment loss in investment
   in operating limited
   partnerships                           654,684           450,835
632,315

   Other                                  141,794            (2,207)
209,564
                                  ----------------  ----------------  ----------
- -----

   Equity per operating limited
       partnerships' combined
       financial statements      $     (5,618,347) $        198,671  $
4,332,965
                                  ================  ================
===============

</TABLE>

                              F-40

<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The   partnership's   investments   in   operating   limited
   partnerships at March 31, 1998 are summarized as follows:

<TABLE>
                                                      Total
                                                ----------------
<S>                                             <C>
       Capital  contributions  paid to
          operating      limited
          partnerships,   net  of  tax
          credit adjusters                     $     69,626,749


       Acquisition  costs of operating
          limited partnerships                       11,976,945


       Syndication      costs     from
          operating      limited
          partnerships                                  (45,526)


       Cumulative  distributions  from
          operating      limited
          partnerships                                  (90,421)


       Cumulative      losses     from
          operating      limited
          partnerships                              (60,219,917)
                                                ----------------

       Investment in operating limited
          partnerships   per   balance
          sheets                                     21,247,830

       The  partnership  has  recorded
       capital  contributions  to  the
       operating  limited partnerships
       during the year ended March 31,
       1998,  which  have  not  been
       included  in  the partnerships'
       capital account included in the
       operating limited partnerships'
       financial  statements  as  of
       December 31, 1997 (see note A).                 (483,748)

       The  partnership  has  recorded
       acquisition  costs at March 31,
       1998,  which  have  not  been
       accounted for in the net assets
       of    the   operating   limited
       partnerships (see note A).                      (829,599)

       The  partnership has recorded a
       share  of losses from operating
       limited  partnerships  for  the
       three  months  ended  March 31,
       1998,   which   the   operating
       limited  partnerships  have not
       included   in   their   capital
       accounts  as  of  December  31,
       1997 due to different year ends
       (see note A).                                  1,466,033

       The  partnership  has  recorded
       low  income  housing tax credit
       adjusters   not   recorded   by
       operating  limited partnerships
       (see note A).                                    178,052

       Equity in losses from operating
       limited     partnerships    not
       recognizable  under  the equity
       method  of accounting (see note
       A).                                          (24,188,312)

       Other                                            (19,256)
                                                ----------------

       Equity  per  operating  limited
          partnerships'       combined
          financial statements                 $     (2,629,000)
</TABLE>

                              F-41

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The   partnership's   investments   in   operating   limited
   partnerships at March 31, 1998 are summarized as follows:

<TABLE>
                                          Series 1         Series 2
Series 3
                                      ---------------- ---------------- --------
- -------
<S>                                  <C>              <C>              <C>
       Capital contributions paid to
          operating limited
          partnerships, net of tax
          credit adjusters           $      9,037,551 $      5,565,026 $
20,710,406

       Acquisition costs of
          operating limited
          partnerships                      1,569,525        1,005,656
3,486,122

       Syndication costs from
          operating limited
          partnerships                              -                -
- -

       Cumulative distributions from
          operating limited
          partnerships                         (5,538)          (5,446)
(46,899)

       Cumulative losses from
          operating limited
          partnerships                    (10,562,528)      (4,676,087)
(19,291,316)
                                      ---------------- ---------------- --------
- --------
       Investment in operating
          limited partnerships per
          balance sheets                       39,010        1,889,149
4,858,313

       The  partnership has recorded
       capital  contributions to the
       operating      limited
       partnerships  during the year
       ended  March  31, 1998, which
       have not been included in the
       partnerships' capital account
       included   in  the  operating
       limited      partnerships'
       financial  statements  as  of
       December  31,  1997 (see note
       A).                                          -         (311,339)
(133,349)

       The  partnership has recorded
       (acquisition      costs)
       reimbursements  at  March 31,
       1998,  which  have  not  been
       accounted   for  in  the  net
       assets   of   the   operating
       limited   partnerships   (see
       note A).                              (578,746)         (46,332)
116,865

       The  partnership has recorded
       a    s hare  of  losses  from
       operating      limited
       partnerships  for  the  three
       months  ended March 31, 1998,
       which  the  operating limited
       partnerships     have     not
       included   in  their  capital
       accounts  as  of December 31,
       1997  due  to  different year
       ends (see note A).                     667,397                -
798,636

       The  partnership has recorded
       low income housing tax credit
       adjusters   not  recorded  by
       operating      limited
       partnerships (see note A).              31,815           63,725
47,191

       Equity   in   losses   from
       operating      limited
       partnerships not recognizable
       under  the  equity  method of
       accounting (see note A).            (9,440,838)      (1,420,570)
(7,551,598)

       Other                                   (9,998)        (153,201)
(30,548)
                                      ---------------- ---------------- --------
- --------
       Equity per operating limited
       partnerships' combined
       financial statements          $     (9,291,360)$         21,432 $
(1,894,490)
                                      ================ ================
================

</TABLE>

                              F-42

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The   partnership's   investments   in   operating   limited
   partnerships at March 31, 1998 are summarized as follows:

<TABLE>
                                      Series 4          Series 5         Series
6
                                  ----------------  ---------------- -----------
- -----
<S>                               <C>               <C>              <C>
   Capital contributions paid to
       operating limited
       partnerships, net of tax
       credit adjusters          $     21,719,700  $      3,273,323 $
9,320,743


   Acquisition costs of
       operating limited
       partnerships                     3,661,756           599,776
1,654,110

   Syndication costs from
       operating limited
       partnerships                             -           (45,526)
- -


   Cumulative distributions from
       operating limited
       partnerships                       (12,414)                -
(20,124)


   Cumulative losses from
       operating limited
       partnerships                   (16,616,539)       (2,654,420)
(6,419,027)
                                  ----------------  ---------------- -----------
- -----

   Investment in operating
       limited partnerships per
       balance sheets                   8,752,503         1,173,153
4,535,702

   The  partnership has recorded
   capital  contributions to the
   operating   limited  partner-
   ships  during  the year ended
   March  31,  1998,  which have
   not   been  included  in  the
   partnerships' capital account
   included in the operating li-
   mited partnerships' financial
   statements as of December 31,
   1997 (see note A).                      (4,475)          (34,585)
- -

   The  partnership has recorded
   (acquisition   costs)   reim-
   bursements at March 31, 1998,
   which have not been accounted
   for  in the net assets of the
   operating    limited    part-
   nerships (see note A).                (647,983)            8,269
318,328

   The  partnership has recorded
   a    share   of  losses  from
   operating    limited    part-
   nerships for the three months
   ended  March  31, 1998, which
   the  operating  limited part-
   nerships have not included in
   their  capital accounts as of
   December   31,  1997  due  to
   different year ends (see note
   A).                                          -                 -
- -

   The  partnership has recorded
   low income housing tax credit
   adjusters   not  recorded  by
   operating    limited    part-
   nerships (see note A).                   9,747                 -
25,574

   Equity    in    losses   from
   operating    limited    part-
   nerships   not   recognizable
   under  the  equity  method of
   accounting (see note A).            (4,938,252)         (622,744)
(214,310)

   Other                                  141,690            (2,208)
35,009
                                  ----------------  ---------------- -----------
- -----
   Equity per operating limited
   partnerships' combined
   financial statements          $      3,313,230  $        521,885 $
4,700,303
                                  ================  ================
================

</TABLE>

                              F-43

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships at December 31, 1998 are as follows:

              COMBINED SUMMARIZED BALANCE SHEETS

<TABLE>
                                          Total            Series 1
Series 2
Series 3
- ----------------------------        ----------------   ----------------   ------
- ----------
<S>                                <C>                <C>                <C>
               ASSETS

   Buildings and
       improvements,
       net of accumulated
       depreciation    $    194,949,386   $     21,098,092   $     20,521,506
$     49,132,905
   Land                      14,208,150          1,586,098          1,123,628
3,788,603
   Other assets              16,515,778          3,172,213          1,300,765
3,887,260
                       ----------------   ----------------   ----------------
- ----------------
                       $    225,673,314   $     25,856,403   $     22,945,899
$     56,808,768
                       ================   ================   ================
================


   LIABILITIES AND PARTNERS'
       CAPITAL

   Mortgages and
       construction
       loans payable   $    219,637,005   $     44,898,225   $     18,744,558
$     55,084,402

   Accounts payable
       and accrued
       expenses              32,774,050         10,704,448          1,694,183
5,957,055
   Other liabilities         21,633,190          2,087,318          2,920,834
4,535,027
                       ----------------   ----------------   ----------------
- ----------------
                            274,044,245         57,689,991         23,359,575
65,576,484
                       ----------------   ----------------   ----------------
- ----------------

   PARTNERS' CAPITAL

       Boston Capital Tax
          Credit Fund
          Limited
          Partnership       (30,744,689)       (21,372,204)          (614,116)
(7,671,658)
       Other partners       (17,626,242)       (10,461,384)           200,440
(1,096,058)
                       ----------------   ----------------   ----------------
- ----------------
                            (48,370,931)       (31,833,588)          (413,676)
(8,767,716)
                       ----------------   ----------------   ----------------
- ----------------
                       $    225,673,314   $     25,856,403   $     22,945,899
$     56,808,768
                       ================   ================   ================
================

</TABLE>

                              F-44

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships at December 31, 1998 are as follows:

         COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ----------------   ----------------   ------
- ----------
<S>                                <C>                <C>                <C>
               ASSETS

   Buildings and improvements,
       net of accumulated
       depreciation                $     52,822,981   $     16,207,375   $
35,166,527
   Land                                   4,061,697            880,396
2,767,728
   Other assets                           4,088,211            425,409
3,641,920
                                    ----------------   ----------------   ------
- ----------
                                   $     60,972,889   $     17,513,180   $
41,576,175
                                    ================   ================
================

   LIABILITIES AND PARTNERS'
   CAPITAL

   Mortgages and construction
       loans payable               $     54,677,453   $     13,923,268   $
32,309,099

   Accounts payable and accrued
       expenses                          10,212,715          1,665,594
2,540,055
   Other liabilities                      6,978,264          2,181,273
2,930,474
                                    ----------------   ----------------   ------
- ----------
                                         71,868,432         17,770,135
37,779,628
                                    ----------------   ----------------   ------
- ----------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit
          Fund Limited
          Partnership                    (5,618,347)           198,671
4,332,965
       Other partners                    (5,277,196)          (455,626)
(536,418)
                                    ----------------   ----------------   ------
- ----------
                                        (10,895,543)          (256,955)
3,796,547
                                    ----------------   ----------------   ------
- ----------
                                   $     60,972,889   $     17,513,180   $
41,576,175
                                    ================   ================
================

</TABLE>

                              F-45

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships at December 31, 1997 are as follows:

               COMBINED SUMMARIZED BALANCE SHEETS

<TABLE>
                              Total            Series 1           Series 2
Series 3
                       ----------------   ----------------   ----------------
- ----------------
<S>                    <C>                <C>                <C>
<C>
               ASSETS

   Buildings and
       improvements,
       net of accumulated
       depreciation    $    236,333,064   $     38,839,385   $     21,082,376
$     55,313,989
   Land                      14,204,791          1,572,689          1,123,628
3,798,653
   Other assets              16,727,992          2,700,397          1,342,898
3,809,722
                       ----------------   ----------------   ----------------
- ----------------
                       $    267,265,847   $     43,112,471   $     23,548,902
$     62,922,364
                       ================   ================   ================
================

   LIABILITIES AND PARTNERS'
       CAPITAL

   Mortgages and
       construction
       loans payable   $    219,893,323   $     44,299,799   $     18,782,034
$     54,769,734

   Accounts payable
       and accrued
       expenses              27,900,319          9,306,340          1,196,353
5,308,211
   Other liabilities         22,392,732          2,852,688          2,739,911
4,414,530
                       ----------------   ----------------   ----------------
- ----------------
                            270,186,374         56,458,827         22,718,298
64,492,475
                       ----------------   ----------------   ----------------
- ----------------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit
          Fund Limited
          Partnership        (2,629,000)        (9,291,360)            21,432
(1,894,490)
       Other partners          (291,527)        (4,054,996)           809,172
324,379
                       ----------------   ----------------   ----------------
- ----------------
                             (2,920,527)       (13,346,356)           830,604
(1,570,111)
                       ----------------   ----------------   ----------------
- ----------------
                       $    267,265,847   $     43,112,471   $     23,548,902
$     62,922,364
                       ================   ================   ================
================

</TABLE>

                              F-46

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships at December 31, 1997 are as follows:

         COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ----------------   ----------------   ------
- ----------
<S>                                <C>                <C>                <C>
               ASSETS

   Buildings and improvements,
       net of accumulated
       depreciation                $     67,663,857   $     16,694,022   $
36,739,435
   Land                                   4,061,697            880,396
2,767,728
   Other assets                           4,697,484            478,424
3,699,067
                                    ----------------   ----------------   ------
- ----------
                                   $     76,423,038   $     18,052,842   $
43,206,230
                                    ================   ================
================

   LIABILITIES AND PARTNERS'
   CAPITAL

   Mortgages and construction
       loans payable               $     55,028,671   $     14,018,854   $
32,994,231

   Accounts payable and accrued
       expenses                           8,683,770          1,213,337
2,192,308
   Other liabilities                      7,192,075          1,947,298
3,246,230
                                    ----------------   ----------------   ------
- ----------
                                         70,904,516         17,179,489
38,432,769
                                    ----------------   ----------------   ------
- ----------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit
          Fund Limited
          Partnership                     3,313,230            521,885
4,700,303
       Other partners                     2,205,292            351,468
73,158
                                    ----------------   ----------------   ------
- ----------
                                          5,518,522            873,353
4,773,461
                                    ----------------   ----------------   ------
- ----------
                                   $     76,423,038   $     18,052,842   $
43,206,230
                                    ================   ================
================

</TABLE>

                              F-47

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  statements  of  operations of the
   operating  limited  partnerships for the year ended December
   31, 1998 are as follows:

          COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

<TABLE>
                              Total            Series 1           Series 2
Series 3
                       ----------------   ----------------   ----------------
- ----------------
<S>                    <C>                <C>                <C>
<C>
   Revenue
       Rental          $     32,611,065   $      5,476,338   $      1,813,038
$      7,793,254
       Interest and
         other                1,955,128            204,070            379,897
437,542

       Gain on
        extinguishment
        of debt                       -                  -                  -
- -
                       ----------------   ----------------   ----------------
- ----------------
                             34,566,193          5,680,408          2,192,935
8,230,796
                       ----------------   ----------------   ----------------
- ----------------
   Expenses
       Interest              13,745,034          1,460,249          1,319,051
3,484,379

       Depreciation and
          amortization       11,048,613          2,033,421            585,658
2,778,169

       Taxes and insurance    3,941,585            793,154            186,362
903,295

       Repairs and
         maintenance          6,396,684          1,214,687            468,981
1,530,945

       Operating expenses    11,414,287          2,441,030            708,748
2,728,318

       Other expenses         1,430,679            260,448            168,415
217,327

       Impairment loss       32,826,270         16,100,127                  -
4,330,000
                       ----------------   ----------------   ----------------
- ----------------
                             80,803,152         24,303,116          3,437,215
15,972,433
                       ----------------   ----------------   ----------------
- ----------------
             NET LOSS  $    (46,236,959)  $    (18,622,708)  $     (1,244,280)
$     (7,741,637)
                       ================   ================   ================
================

   Net loss allocated to
       Boston Capital
       Tax Credit Fund
       Limited
       Partnership*    $    (28,696,904)  $    (12,160,235)  $       (635,601)
$     (6,114,066)
                       ================   ================   ================
================

   Net loss allocated
       to other
       partners        $    (17,540,055)  $     (6,462,473)  $       (608,679)
$     (1,627,571)
                       ================   ================   ================
================

</TABLE>
   *  A m o unts  include  $12,144,194,  $354,621,  $3,947,489,
      $7,482,391,  $199,040  and  $312,750 for Series 1, Series
      2 ,    Series  3,  Series  4,  Series  5  and  Series  6,
      respectively,  of  loss  not  recognized under the equity
      method of accounting as described in note A.

                              F-48

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  statements  of  operations of the
   operating  limited  partnerships for the year ended December
   31, 1998 are as follows:

    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ----------------   ----------------   ------
- ----------
<S>                                 <C>                <C>                <C>
   Revenues
       Rental                      $      9,165,944   $      1,393,031   $
6,969,460
       Interest and other                   342,479            251,970
339,170
       Gain on extinguishment of
       debt                                       -                  -
- -
                                    ----------------   ----------------   ------
- ----------
                                          9,508,423          1,645,001
7,308,630
                                    ----------------   ----------------   ------
- ----------
   Expenses
       Interest                           3,786,804          1,131,728
2,562,823
       Depreciation and
       amortization                       3,360,783            456,647
1,833,935
       Taxes and insurance                1,173,513            107,767
777,494
       Repairs and maintenance            1,607,399            420,319
1,154,353
       Operating expenses                 3,158,052            547,024
1,831,115
       Other expenses                       462,877            111,824
209,788
       Impairment loss                   12,396,143                  -
- -
                                    ----------------   ----------------   ------
- ----------
                                         25,945,571          2,775,309
8,369,508
                                    ----------------   ----------------   ------
- ----------
             NET LOSS              $    (16,437,148)  $     (1,130,308)  $
(1,060,878)
                                    ================   ================
================

   Net loss allocated to Boston
       Capital Tax Credit Fund
       Limited Partnership*        $     (8,931,681)  $       (323,215)  $
(532,106)
                                    ================   ================
================
   Net loss allocated to other
   partners                        $     (7,505,467)  $       (807,093)  $
(528,772)
                                    ================   ================
================

</TABLE>
   *  A m o unts  include  $12,144,194,  $354,621,  $3,947,489,
      $7,482,391,  $199,040  and  $312,750 for Series 1, Series
      2 ,    Series  3,  Series  4,  Series  5  and  Series  6,
      respectively,  of  loss  not  recognized under the equity
      method of accounting as described in note A.

                              F-49

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  statements  of  operations of the
   operating  limited  partnerships for the year ended December
   31, 1997 are as follows:

          COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

<TABLE>
                              Total            Series 1           Series 2
Series 3
                        ----------------   ----------------   ----------------
- ---------------
<S>                     <C>                <C>                <C>
<C>
   Revenue
       Rental           $     32,090,480   $      5,326,223   $      1,762,463
$     7,613,646
       Interest and
        other                  1,394,722            165,121            149,460
326,048

       Gain on
        extinguishment
        of debt                        -                  -                  -
- -
                        ----------------   ----------------   ----------------
- ---------------
                              33,485,202          5,491,344          1,911,923
7,939,694
                        ----------------   ----------------   ----------------
- ---------------
   Expenses
       Interest               13,010,664          1,416,716            986,462
3,289,198

       Depreciation and
          amortization        11,437,836          2,042,138            594,542
2,877,600

       Taxes and insurance     4,130,868            881,234            213,975
947,948

       Repairs and
        maintenance            6,015,894          1,246,489            466,003
1,450,704

       Operating expenses     11,142,349          2,475,091            684,771
2,490,852

       Other expenses          1,393,217            166,666            138,048
294,194

       Impairment loss         4,392,825                  -                  -
4,392,825
                        ----------------   ----------------   ----------------
- ---------------
                              51,523,653          8,228,334          3,083,801
15,743,321
                        ----------------   ----------------   ----------------
- ---------------
             NET LOSS   $    (18,038,451)  $     (2,736,990)  $     (1,171,878)
$    (7,803,627)
                        ================   ================   ================
===============

   Net loss allocated
       to Boston
       Capital Tax
       Credit Fund
       Limited
       Partnership*     $    (12,552,405)  $     (2,076,295)  $       (614,408)
$    (6,638,393)
                        ================   ================   ================
===============

   Net loss allocated
       to other
       partners         $     (5,486,046)  $       (660,695)  $       (557,470)
$    (1,165,234)
                        ================   ================   ================
===============

</TABLE>
   *  Amounts   include   $1,997,556,   $351,123,   $4,018,638,
      $1,267,427,  $195,420 and $45,694 for Series 1, Series 2,
      Series   3,   Series  4,   Series  5,   and   Series  6,
      respectively, of  loss  not  recognized under the equity
      method of accounting as described in note A.

                              F-50

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  statements  of  operations of the
   operating  limited  partnerships for the year ended December
   31, 1997 are as follows:

    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ----------------   ----------------   ------
- ----------
<S>                                 <C>                <C>                <C>
   Revenue
       Rental                      $      9,217,674   $      1,333,607   $
6,836,867
       Interest and other                   300,810             74,014
379,269
       Gain on extinguishment of
       debt                                       -                  -
- -
                                    ----------------   ----------------   ------
- ----------
                                          9,518,484          1,407,621
7,216,136
                                    ----------------   ----------------   ------
- ----------
   Expenses
       Interest                           3,825,987            908,733
2,583,568
       Depreciation and
       amortization                       3,497,204            457,497
1,968,855
       Taxes and insurance                1,144,373            136,130
807,208
       Repairs and maintenance            1,467,787            379,476
1,005,435
       Operating expenses                 3,064,329            575,111
1,852,195
       Other expenses                       545,511             48,364
200,434
       Impairment loss                            -                  -
- -
                                    ----------------   ----------------   ------
- ----------
                                         13,545,191          2,505,311
8,417,695
                                    ----------------   ----------------   ------
- ----------
             NET LOSS              $     (4,026,707)  $     (1,097,690)  $
(1,201,559)
                                    ================   ================
================

   Net loss allocated to Boston
       Capital Tax Credit Fund
       Limited Partnership*        $     (2,316,339)  $       (330,438)  $
(576,532)
                                    ================   ================
================
   Net loss allocated to other
   partners                        $     (1,710,368)  $       (767,252)  $
(625,027)
                                    ================   ================
================

</TABLE>
   *  Amounts   include   $1,997,556,   $351,123,   $4,018,638,
      $1,267,427,  $195,420 and $45,694 for Series 1, Series 2,
      Series   3,   Series  4,   Series  5,   and   Series   6,
      respectively,  of  loss  not  recognized under the equity
      method of accounting as described in note A.

                              F-51

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  statements  of  operations of the
   operating  limited  partnerships for the year ended December
   31, 1996 are as follows:

    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

<TABLE>
                                Total            Series 1           Series 2
Series 3
                        ----------------   ----------------   ----------------
- ----------------
<S>                     <C>                <C>                <C>
<C>
   Revenue
       Rental           $     31,275,610   $      5,275,820   $      1,745,062
$      6,972,510
       Interest and
         other                1,396,112            154,876            101,243
268,427

       Gain on
          extinguishment
          of debt            19,502,788                  -                  -
1,980,910
                       ----------------   ----------------   ----------------
- ----------------
                             52,174,510          5,430,696          1,846,305
9,221,847
                       ----------------   ----------------   ----------------
- ----------------
   Expenses
       Interest              13,097,177          1,415,840          1,006,475
2,842,588

       Depreciation and
          amortization       12,569,585          2,037,600            602,619
2,936,807

       Taxes and insurance    4,210,846            861,479            292,086
907,420

       Repairs and
        maintenance           5,769,844          1,164,155            429,013
1,394,625

       Operating expenses    11,192,025          2,610,129            673,831
2,419,536

       Other expenses         1,142,044            117,303            137,158
246,770

       Impairment loss       16,849,150                  -                  -
- -
                       ----------------   ----------------   ----------------
- ----------------
                             64,830,671          8,206,506          3,141,182
10,747,746
                       ----------------   ----------------   ----------------
- ----------------
             NET LOSS  $    (12,656,161)  $     (2,775,810)  $     (1,294,877)
$     (1,525,899)
                       ================   ================   ================
================

   Net loss allocated
       to Boston
       Capital Tax
       Credit Fund
       Limited
       Partnership*   $     (5,741,921)  $     (2,070,557)  $       (671,827)  $
(1,028,871)
                      ================   ================   ================
================

   Net loss allocated
       to other
       partners       $     (6,914,240)  $       (705,253)  $       (623,050)  $
(497,028)
                      ================   ================   ================
================

</TABLE>
   *  Amounts   include   $1,810,249,   $379,097,   $1,011,837,
      $842,476,  $210,989,  and $33,953 for Series 1, Series 2,
      Series   3,   Series  4,   Series  5,   and   Series   6,
      respectively,  of  loss  not  recognized under the equity
      method of accounting as described in note A.

                              F-52

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
         (Continued)

   The  combined  summarized  statements  of  operations of the
   operating  limited  partnerships for the year ended December
   31, 1996 are as follows:

    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ----------------   ----------------   ------
- ----------
<S>                                 <C>                <C>                <C>
   Revenues
       Rental                      $      8,985,682   $      1,416,152   $
6,880,384
       Interest and other                   424,899            144,752
301,915
       Gain on extinguishment of
       debt                              10,435,603                  -
7,086,275
                                    ----------------   ----------------   ------
- ----------
                                         19,846,184          1,560,904
14,268,574
                                    ----------------   ----------------   ------
- ----------
   Expenses
       Interest                           3,926,316          1,113,307
2,792,651
       Depreciation and
       amortization                       4,048,017            457,636
2,486,906
       Taxes and insurance                1,161,046            211,844
776,971
       Repairs and maintenance            1,467,094            341,239
973,718
       Operating expenses                 3,212,693            541,437
1,734,399
       Other expenses                       422,554             38,937
179,322
       Impairment loss                    8,424,575                  -
8,424,575
                                    ----------------   ----------------   ------
- ----------
                                         22,662,295          2,704,400
17,368,542
                                    ----------------   ----------------   ------
- ----------
             NET LOSS              $     (2,816,111)  $     (1,143,496)  $
(3,099,968)
                                    ================   ================
================

   Net loss allocated to Boston
       Capital Tax Credit Fund
       Limited Partnership*        $       (962,731)  $       (325,089)  $
(682,846)
                                    ================   ================
================
   Net loss allocated to other
   partners                        $     (1,853,380)  $       (818,407)  $
(2,417,122)
                                    ================   ================
================

</TABLE>
   *  Amounts   include   $1,810,249,   $379,079,   $1,011,837,
      $842,476,  $210,989,  and $33,953 for Series 1, Series 2,
      Series   3,   Series  4,   Series  5,   and   Series   6,
      respectively,  of  loss  not  recognized under the equity
      method of accounting as described in note A.

                              F-53

<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN

   The  partnership's  net  loss  for  financial  reporting and
   income tax return purposes for the year ended March 31, 1999
   is reconciled as follows:

<TABLE>
                               Total            Series 1          Series 2
Series 3
                          ---------------   ---------------   ---------------
- ---------------
<S>                       <C>               <C>               <C>
<C>
   Net loss for financial
       reporting purposes $    (9,340,588)  $      (215,885)   $   (1,244,534)
$    (3,864,696)

   Add:   Related party
           expenses                61,977               444            18,442
5,243
          Other                   430,478                 -            25,174
222,141

          Excess of book
             depreciation over
             tax depreciation on
             operating limited
             partnerships          65,077            40,031                 -
10,663

   Less:
          Excess of tax
             depreciation over
             book depreciation
             on operating
             limited partnership
             assets              (289,982)                -          (139,232)
- -

          Operating limited
             partnership loss
             not allowed for
             financial reporting
             under equity
             method of
             accounting       (24,440,485)      (12,144,194)         (354,621)
(3,947,489)
          Other                   (56,251)          (42,698)          (13,553)
- -
          Related party expenses  (89,665)                -           (36,004)
- -

   Impairment loss not
       recognized for tax
       purposes                20,285,825        10,352,825                 -
3,539,775

   Impairment loss in investment
       in operating limited
       partnerships             4,017,052                 -           876,844
1,402,374

   Difference due to fiscal
       year for book purposes
       and calendar year for
       tax purposes                14,180               495               325
12,778

   Partnership management
       fees not deductible
       for tax purposes
       until paid                954,708           180,864            69,240
269,988
                          ---------------   ---------------   ---------------
- ---------------
   Loss for income tax
       return purposes,
       year ended
       December 31,
       1998               $    (8,387,674)  $    (1,828,118)   $     (797,919)
$    (2,349,223)
                          ===============   ===============   ===============
===============

</TABLE>

                              F-54

<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  partnership's  net  loss  for  financial  reporting and
   income tax return purposes for the year ended March 31, 1999
   is reconciled as follows:

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ----------------   ----------------   ------
- ----------
<S>                                 <C>                <C>                <C>

   Net loss for financial
       reporting purposes          $     (2,387,137)  $       (626,591)  $
(1,001,745)

   Add:   Related party expenses             18,071             16,783
2,994
          Other                             183,163                  -
- -

          Excess of book
             depreciation over
             tax depreciation on
             operating limited
             partnerships                    14,383                  -
- -

   Less:  Excess of tax
          depreciation over
             book depreciation on
             operating limited
             partnership assets                   -            (43,246)
(107,504)

          Operating limited
             partnership loss
             not allowed for
             financial reporting
             under equity method
             of accounting               (7,482,391)          (199,040)
(312,750)
          Other                                   -                  -
- -
          Related party expenses             (2,304)            (6,384)
(44,973)


   Impairment loss not
       recognized for tax
       purposes                           6,393,225                  -
- -


   Impairment loss in investment
       in operating limited
       partnerships                         654,684            450,835
632,315


   Difference due to fiscal year
       for book purposes and
       calendar year for tax
       purposes                               2,245               (271)
(1,392)


   Partnership management fees
       not deductible for tax
       purposes until paid                  250,884             39,456
144,276
                                    ---------------    ---------------    ------
- ---------

   Loss for income tax return
       purposes, year ended
       December 31, 1998           $     (2,355,177)  $       (368,458)  $
(688,779)
</TABLE>

                              F-55

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  partnership's  net  loss  for  financial  reporting and
   income tax return purposes for the year ended March 31, 1998
   is reconciled as follows:

<TABLE>
                                Total            Series 1          Series 2
Series 3
                           ---------------   ---------------   ---------------
- --------------
<S>                        <C>               <C>               <C>
<C>
   Net loss for financial
       reporting purposes  $    (5,755,977)  $      (279,391)   $     (351,747)
$   (2,905,717)

   Add:   Related party
           expenses                 23,843                 -            19,489
- -
          Other                  4,127,660                 -                 -
4,127,660

          Excess of book
             depreciation over
             tax depreciation on
             operating limited
             partnership            10,364                 -                 -
10,364

   Less:
          Excess of tax
             depreciation over
             book depreciation
             on operating
             limited partnership
             assets               (386,731)          (20,634)         (173,233)
- -

          Operating limited
             partnership loss
             not allowed for
             financial reporting
             under equity method
             of accounting      (7,875,858)       (1,997,556)         (351,123)
(4,018,638)
          Other                   (409,610)           (3,655)         (276,855)
- -
          Related party expenses         -                 -                 -
- -

   Difference due to fiscal year
       for business purposes and
       calendar year for tax
       purposes                     13,971             8,043                92
(840)

   Partnership management fees
       not deductible for tax
       purposes until paid         954,708           180,864            69,240
269,988
                           ---------------   ---------------   ---------------
- --------------

   Loss for income tax
       return purposes,
       year ended
       December 31,
       1997                $    (9,297,630)  $    (2,112,329)   $   (1,064,137)
$   (2,517,183)
                           ===============   ===============   ===============
==============

</TABLE>

                              F-56

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  partnership's  net  loss  for  financial  reporting and
   income tax return purposes for the year ended March 31, 1998
   is reconciled as follows:

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ---------------    ---------------    ------
- ---------
<S>                                 <C>                <C>                <C>

   Net loss for financial
       reporting purposes          $     (1,336,886)  $       (189,612)  $
(692,624)

   Add:   Related party expenses                  -              4,354
- -
          Other                                   -                  -
- -

          Excess of book
             depreciation over
             tax depreciation on
             operating limited
             partnership                          -                  -
- -

   Less:  Excess of tax
          depreciation over book
             depreciation on
             operating limited
             partnership assets             (40,771)           (43,546)
(108,547)

          Operating limited
             partnership loss
             not allowed for
             financial reporting
             under equity method
             of accounting               (1,267,427)          (195,420)
(45,694)
          Other                             (12,641)           (79,705)
(36,754)
          Related party expenses                  -                  -
- -


   Difference due to fiscal year
       for book purposes and
       calendar year for tax
       purposes                               6,566                226
(116)


   Partnership management fees
       not deductible for tax
       purposes until paid                  250,884             39,456
144,276
                                    ---------------    ---------------    ------
- ---------

   Loss for income tax purposes,
       year ended December 31,
       1997                        $     (2,400,275)  $       (464,247)  $
(739,459)
                                    ===============    ===============
===============

</TABLE>

                              F-57

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  partnership's  net  loss  for  financial  reporting and
   income tax return purposes for the year ended March 31, 1997
   is reconciled as follows:

<TABLE>
                               Total            Series 1          Series 2
Series 3
                           ---------------   ---------------   ---------------
- ---------------
<S>                        <C>               <C>               <C>
<C>
   Net loss for financial
       reporting purposes  $    (2,525,171)  $      (460,132)   $     (378,988)
$     (315,542)

   Add:   Related party
           expenses                333,310               195           266,496
24,916
          Other                    855,708             6,135            11,469
- -

          Excess of book
             depreciation over
             tax depreciation on
             operating limited
             partnership                 -                 -                 -
- -

   Less:
          Excess of tax
             depreciation over
             book depreciation
             on operating
             limited partnership
             assets              (446,187)          (20,151)         (158,776)
(61,921)

          Operating limited
             partnership loss
             not allowed for
             financial reporting
             under equity
             method of
             accounting        (4,288,601)       (1,810,249)         (379,097)
(1,011,837)
          Other                  (595,522)                -                 -
(5,190)
          Related party
           expenses               (51,096)                -                 -
- -


   Difference due to fiscal year
       for book purposes and
       calendar year for tax
       purposes                     85,147             1,185               (20)
79,918


   Partnership management fees
       not deductible for tax
       purposes until paid         954,708           180,864            69,240
269,988
                           ---------------   ---------------   ---------------
- --------------

   Loss for income tax return
       purposes, year ended
       December 31, 1996   $   (5,677,704)  $    (2,102,153)   $     (569,676)
$    (1,019,668)
                           ===============   ===============   ===============
===============

</TABLE>

                              F-58

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  partnership's  net  loss  for  financial  reporting and
   income tax return purposes for the year ended March 31, 1997
   is reconciled as follows:

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ---------------    ---------------    ------
- ---------
<S>                                 <C>                <C>                <C>
   Net loss for financial
       reporting purposes          $       (401,344)  $       (164,276)  $
(804,889)

   Add:   Related party expenses             24,168             17,535
- -
          Other                             531,575            151,058
155,471

          Excess of book
             depreciation over
             tax depreciation on
             operating limited
             partnership                          -                  -
- -

   Less:  Excess of tax
          depreciation over
             book depreciation on
             operating limited
             partnership assets             (99,099)           (44,543)
(61,697)

          Operating limited
             partnership loss
             not allowed for
             financial reporting
             under equity method
             of accounting                 (842,476)          (210,989)
(33,953)
          Other                            (171,294)                 -
(419,038)
          Related party expenses                  -             (2,080)
(49,016)


   Difference due to fiscal year
       for book purposes and
       calendar year for tax
       purposes                              (2,996)               (38)
7,098


   Partnership management fees
       not deductible for tax
       purposes until paid                  250,884             39,456
144,276
                                    ---------------    ---------------    ------
- ---------

   Loss for income tax return
       purposes, year ended
       December 31, 1996           $       (710,582)  $       (213,877)  $
(1,061,748)
                                    ===============    ===============
===============

</TABLE>

                              F-59

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are primarily due to the differences in the losses
   not recognized under the equity method of accounting and the
   historic tax credits taken for income tax purposes. At March
   31, 1999, the differences are as follows:

<TABLE>
                               Total            Series 1          Series 2
Series 3
                          ---------------   ---------------   ---------------
- ---------------
<S>                       <C>               <C>               <C>
<C>
   Investment in operating
       limited partnerships
       - tax return
       December 31, 1998  $    (7,728,998)  $   (10,103,496)   $      407,232
$    (1,810,024)

   Add back losses not
       recognized under
       the equity method       48,628,797        21,585,032         1,775,191
11,499,087

   Historic tax credits         5,438,567                 -                 -
1,754,704

   Less share of loss - three
       months ended March 31,
       1999                    (1,466,033)         (667,397)                -
(798,636)

   Impairment loss not
       recognized for tax
       purposes               (20,285,825)      (10,352,825)                -
(3,539,775)

   Impairment loss in investment
       in operating limited
       partnerships            (4,017,052)                -          (876,844)
(1,402,374)

   Other                       (7,604,936)         (438,345)         (574,254)
(4,413,672)
                          ---------------   ---------------   ---------------
- ---------------

   Investment in operating
       limited partnerships
       - as reported      $    12,964,520   $        22,969    $      731,325
$     1,289,310
                          ===============   ===============   ===============
===============

</TABLE>

                              F-60

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997



NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are primarily due to the differences in the losses
   not recognized under the equity method of accounting and the
   historic tax credits taken for income tax purposes. At March
   31, 1999, the differences are as follows:

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ---------------    ---------------    ------
- ---------
<S>                                 <C>                <C>                <C>
   Investment in operating
       limited partnerships - tax
       return December 31, 1998    $         65,113   $      1,065,627   $
2,646,550

   Add back losses not
       recognized under the
       equity method                     12,420,643            821,784
527,060

   Historic tax credits                   3,125,698                  -
558,165

   Less share of loss - three
       months ended March 31,
       1999                                       -                  -
- -

   Impairment loss not
       recognized for tax
       purposes                          (6,393,225)                 -
- -

   Impairment loss in investment
       in operating limited
       partnerships                        (654,684)          (450,835)
(632,315)

   Other                                 (1,915,016)          (838,433)
574,784
                                    ---------------    ---------------    ------
- ---------
   Investment in operating
       limited partnerships - as
       reported                    $      6,648,529   $        598,143   $
3,674,244
                                    ===============    ===============
===============

</TABLE>

                              F-61

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are primarily due to the differences in the losses
   not recognized under the equity method of accounting and the
   historic tax credits taken for income tax purposes. At March
   31, 1998, the differences are as follows:

<TABLE>
                              Total            Series 1          Series 2
Series 3
                          ---------------   ---------------   ---------------
- --------------
<S>                       <C>               <C>               <C>
<C>

   Investment in operating
       limited partnerships
       - tax return
       December 31, 1997  $       570,562   $    (8,293,861)   $    1,188,005
$      526,283

   Add back losses not
       recognized under the
       equity method           24,188,312         9,440,838         1,420,570
7,551,598

   Historic tax credits         5,438,567                 -                 -
1,754,704

   Less share of loss - three
       months ended March 31,
       1998                   (1,466,033)         (667,397)                -
(798,636)

   Other                      (7,483,578)         (440,570)         (719,426)
(4,175,636)
                         ---------------   ---------------   ---------------
- ---------------

   Investment in operating
       limited partnerships
       - as reported     $    21,247,830   $        39,010    $    1,889,149
$     4,858,313
                         ===============   ===============   ===============
===============

</TABLE>

                              F-62

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997


NOTE  D  -  RECONCILIATION  OF  FINANCIAL STATEMENT NET LOSS TO
             INCOME TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are primarily due to the differences in the losses
   not recognized under the equity method of accounting and the
   historic tax credits taken for income tax purposes. At March
   31, 1998, the differences are as follows:

<TABLE>
                                        Series 4           Series 5
Series 6
                                    ---------------    ---------------    ------
- ---------
<S>                                 <C>                <C>                <C>
   Investment in operating
       limited partnerships - tax
       return December 31, 1997    $      2,390,255   $      1,421,955   $
3,337,925

   Add back losses not
       recognized under the
       equity method                      4,938,252            622,744
214,310

   Historic tax credits                   3,125,698                  -
558,165

   Less share of loss - three
       months ended March 31,
       1998                                       -                  -
- -

   Other                                 (1,701,702)          (871,546)
425,302
                                    ---------------    ---------------    ------
- ---------

   Investment in operating
       limited partnerships - as
       reported                    $      8,752,503   $      1,173,153   $
4,535,702
                                    ===============    ===============
===============

</TABLE>

                              F-63

<PAGE>

       Boston Capital Tax Credit Fund Limited Partnership
                   Series 1 through Series 6

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1999, 1998 and 1997

NOTE E - CASH EQUIVALENTS

   Cash  equivalents  of  $160,135 and $176,885 as of March 31,
   1999  and 1998, respectively, include a repurchase agreement
   and  a money market account with interest rates ranging from
   2.70% to 2.84% per annum.

                              F-64

<TABLE>

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

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 1
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                              Subsequent
                               Initial       capitalized   Gross amount at which
                            cost to company     costs**   carried at close of
period
                            ---------------  -----------
- --------------------------
                                   Buildings                     Buildings
Accum.   Con-    Acq-   Depre-
                 Encum-             and im-     Improve-          and im-
Depre-   struct  uired  ciation
Description     brances    Land    provements    ments    Land   provements
Total     ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- -----------------------------------------
Apple
Hill, LP       1,482,030  56,000   1,857,492    11,160   56,000   1,868,652
1,924,652    730,088   1/88   2/89   7-27.5

Bolivar
Manor LP         877,783 111,316     999,415    32,817  111,316   1,032,232
1,143,548    442,890  11/88   1/89     27.5

Briarwood
Vero Bch.      1,475,019  96,546   1,866,664     4,059   96,546   1,870,723
1,967,269    499,889   8/89   1/89       40

Coldwater
Ltd.
Dividend Hsg.    934,901  35,750   1,203,836     5,614*  35,750   1,209,450
1,245,200    492,617   7/89  12/88   5-27.5

Conneaut, Ltd. 1,169,903  50,000   1,439,961    24,591   50,000   1,464,552
1,514,552    658,834   4/88   1/89     27.5

Country
Vlg. Assoc.    3,168,364 179,385   3,843,452    12,337  192,794   3,855,789
4,048,583  1,380,560   4/89   1/89   5-27.5

Elk Rapids II
Apts. Co.        737,428  37,000     929,264    11,690   37,000     940,954
977,954    397,502   2/89  12/88   5-27.5

Genesee
Commons
Assoc. LP     10,009,215 250,000  11,622,137(6,444,901)  250,000  5,177,236
5,427,236  4,243,688  12/88  11/88   5-27.5

                                                        -F -61-

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

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 1
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                              Subsequent
                               Initial       capitalized   Gross amount at which
                            cost to company     costs**   carried at close of
period
                            ---------------  -----------
- --------------------------
                                   Buildings                     Buildings
Accum.   Con-    Acq-   Depre-
                 Encum-             and im-     Improve-          and im-
Depre-   struct  uired  ciation
Description     brances    Land    provements    ments    Land   provements
Total     ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- -----------------------------------------
Geneva, Ltd.   1,185,171  60,300    1,450,936    41,009   60,300   1,491,945
1,552,245    669,776   8/88   1/89   7-27.5

Green Acres
of Yulee       1,476,754  90,650    1,908,145  (353,722)  90,650   1,554,423
1,645,073    584,620   8/89   1/89   5-27.5

Inglewood
Meadows        1,483,633 123,200    1,886,119    12,086  123,200   1,898,205
2,021,405    728,416  11/88  12/88     27.5

Kingston
Property
Assoc.         5,184,279  50,000    6,024,746   890,207   50,000   6,914,953
6,964,953  2,502,432   6/89  12/88     27.5

Riverside Pl.
Dividend Hsg.    962,503  65,200    1,202,452    13,781   65,200   1,216,233
1,281,433    506,591   7/89  12/88   5-27.5

Townhomes
Minnehaha Ct.  1,151,718  64,827    1,766,883   (17,121)* 64,827   1,749,762
1,814,589    668,161  11/88  11/88   5-27.5

Unity Park     9,760,376  99,000   11,179,460(6,968,642)  99,000   4,210,818
4,309,818  3,995,033  12/90   4/89   5-27.5

Virginia
Circle LP        682,580  44,936    1,096,944    (1,616)* 44,936   1,095,328
1,140,264    443,626   6/88  11/88   5-27.5

Wewahitchka Ltd. 709,946  28,179      950,637         1   28,179     950,638
978,817    383,138   6/88  12/88   5-27.5



                                                           -F -62-


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

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 1
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                              Subsequent
                               Initial       capitalized   Gross amount at which
                            cost to company     costs**   carried at close of
period
                            ---------------  -----------
- --------------------------
                                   Buildings                     Buildings
Accum.   Con-    Acq-   Depre-
                 Encum-             and im-     Improve-          and im-
Depre-   struct  uired  ciation
Description     brances    Land    provements    ments    Land   provements
Total     ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- -----------------------------------------
Wood Creek
Manor Ltd.
Dividend        962,989   10,000  1,274,577      19,611    10,000  1,294,188
1,304,188    530,074   7/89  12/88   5-27.5
Woodland
Terrace       1,483,633  120,400   1,885,256     12,791   120,400  1,898,047
2,018,447    738,101  11/88  12/88   5-27.5                 ---------- ---------
- ----------  --------- --------- ----------  ---------- ----------
             44,898,225 1,572,689 54,388,376(12,694,248)1,586,098 41,694,128
43,280,226 20,596,036
             ========== ========= ========== ========== ========= ==========
========== ==========







Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1998.

*Decrease due to reallocation of acquisition costs.






                                                           -F -63-



Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 56,048,622

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    948,241
    Other.............................................          0
                                                       ----------
                                                                 $    948,241

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 56,996,863

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     87,241
    Other.............................................          0
                                                       ----------
                                                                 $     87,241

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (676,202)
                                                       ----------
                                                                 $   (676,202)
                                                                  -----------
Balance at close of period - 03/31/94............................$ 56,407,902

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    219,775
    Other.............................................          0
                                                       ----------
                                                                 $    219,775
  Deductions during period:

    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 56,627,677
                                    -F -64-
Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Land, Building & Improvements current year changes -
continued

Balance at close of period - 3/31/95 ............................$ 56,627,677

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     561,834
    Other............................................           0
                                                      -----------
                                                                 $    561,834
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................    (404,688)
                                                      -----------
                                                                 $    (404,688)
                                                                  -----------
Balance at close of period - 03/31/96............................$ 56,784,823
                                                                  ===========
Acquisitions through foreclosure.................$              0
    Other acquisitions...............................           0
    Improvements, etc................................      96,701
    Other............................................           0
                                                      -----------
                                                                 $      96,701
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $           0
                                                                  -----------
Balance at close of period - 03/31/97............................$ 56,881,524
                                                                  ===========
Acquisitions through foreclosure.................$              0
    Other acquisitions...............................           0
    Improvements, etc................................   2,124,065
    Other............................................           0
                                                      -----------
                                                                 $   2,124,065
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $           0
                                                                  -----------
Balance at close of period - 03/31/98............................$ 59,005,589
                                                                  ===========






                                          -F- 65-
Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Land, Building & Improvements current year changes -
continued

Acquisitions through foreclosure.................    $          0
    Other acquisitions...............................           0
    Improvements, etc................................     140,910
    Other............................................ (15,866,273)
                                                      -----------
                                                                 $(15,866,273)
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------           0
                                                                   ----------
Balance at close of period - 03/31/99............................$ 43,280,226
                                                                   ==========





































                             -F -66-



Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 6,809,399

  Current year expense..................................$2,384,747
                                                         ---------

Balance at close of period - 3/31/93..............................$ 9,194,146

  Current year expense..................................$1,365,846
                                                         ---------

Balance at close of period - 3/31/94..............................$10,559,992

  Current year expense..................................$2,061,874
                                                         ---------

Balance at close of period - 3/31/95..............................$12,621,866

  Current year expense..................................$1,958,217
                                                         ---------

Balance at close of period - 3/31/96..............................$14,580,083

Current year expense..................................  $2,005,451

Balance at close of period - 3/31/97..............................$16,585,534

  Current year expense..................................$2,007,981
                                                         ---------
Balance at close of period - 3/31/98..............................$18,593,515

  Current year expense..................................$2,002,521
                                                         ---------
Balance at close of period - 3/31/99..............................$20,596,036
                                                                   ==========

















                                             -F -67-

</TABLE>
<TABLE>
<S>         <C>       <C>        <C>         <C>           <C>      <C>
<C>        <C>         <C>     <C>    <C>

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 2
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                              Initial        capitalized      Gross amount at
which
                           cost to company     costs**      carried at close of
period
                           ---------------   -----------
- -----------------------------
                                  Buildings                         Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-      Improve-              and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements     ments        Land   provements
Total     ciation   Date    Date   Life
- --------------------------------------------------------------------------------
- ---------------------------------------------
Annadale
Apts.       9,391,845   794,249   3,448,985   8,736,115    226,000  12,185,100
12,411,100 1,892,353    6/90    9/90    5-50

Calexico
Village
Apts.       1,566,878   189,545   2,140,711       4,211    189,545   2,144,922
2,334,467   376,125    4/90    2/90    5-50

Glenhaven
Park III      492,324   225,000     599,444     577,645    225,000   1,177,089
1,402,089   257,601   12/89   11/89      40

Glenhaven
Park IV       395,838   180,000     254,783     619,630    180,000     874,413
1,054,413   183,000    6/90   11/89      40

Herber II
Vlg. Apts.  1,093,880   135,000   1,374,347      (4,711)*  135,000   1,369,636
1,504,636   323,617    4/89    5/89    5-50

Mecca
Apts.       2,596,612    55,580   2,377,218   1,106,178     56,283   3,483,396
3,539,679   681,800    7/90   11/89    5-40

Redwood
Creek Apts. 1,770,886   100,000   2,479,092     (20,442)   100,000   2,458,650
2,558,650   622,042   12/89    7/89    5-50






                                                    -F -68-

</TABLE>
<TABLE>
<S>         <C>       <C>        <C>         <C>           <C>      <C>
<C>        <C>         <C>     <C>    <C>

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 2
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                              Initial        capitalized      Gross amount at
which
                           cost to company     costs**      carried at close of
period
                           ---------------   -----------
- -----------------------------
                                  Buildings                         Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-      Improve-              and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements     ments        Land   provements
Total     ciation   Date    Date   Life
- --------------------------------------------------------------------------------
- ---------------------------------------------
Redondo
Apts. II    1,436,295    11,800   1,145,806     745,448     11,800   1,891,254
1,903,054   726,416    7/90   12/89  5-27.5
           ---------- ---------  ----------  ----------  ---------  ----------
- ---------- ---------
           18,744,558 1,691,174  13,820,386  11,764,074  1,123,628  25,584,460
26,708,088 5,062,954
           ========== =========  ==========  ==========  =========  ==========
========== =========


Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1997.

*Decrease due to a reallocation of acquisition costs and reduction of
development fees.




</TABLE>












                                            -F -69-
Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 25,884,758

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................   (868,303)
    Other.............................................          0
                                                       ----------
                                                                 $   (868,303)

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 25,016,455

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    137,541
    Other.............................................          0
                                                       ----------
                                                                 $    137,541

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 25,153,996
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    201,421
    Other.............................................          0
                                                       ----------
                                                                 $    201,421

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 25,355,417
                                               -F -70-

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 25,355,417

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................   1,311,862
    Other............................................           0
                                                      -----------
                                                                 $ 1,311,862
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/96............................$ 26,667,279

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................      34,395
    Other............................................           0
                                                      -----------
                                                                 $ 34,395
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $           0
                                                                  -----------
Balance at close of period - 03/31/97............................$ 26,701,674

Acquisitions through foreclosure.................    $          0
    Other acquisitions...............................           0
    Improvements, etc................................       4,950
    Other............................................           0
                                                      -----------
                                                                 $      4,950
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98............................$ 26,706,624

                                        -F -71-
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/98............................$ 26,706,624

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................       1,464
    Other............................................           0
                                                      -----------
                                                                 $      1,464
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/99............................$ 26,708,088
                                                                   ==========






























                                          -F- 72-

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 1,024,113

  Current year expense..................................$  580,739
                                                         ---------

Balance at close of period - 3/31/93..............................$ 1,604,852

  Current year expense................................  $  572,977
                                                         ---------
Balance at close of period - 3/31/94..............................$ 2,177,829

  Current year expense...............................   $  582,155
                                                         ---------

Balance at close of period - 3/31/95..............................$ 2,759,984

  Current year expense...............................   $  571,705
                                                         ---------

Balance at close of period - 3/31/96..............................$ 3,331,689

  Current year expense................................  $  586,836
                                                         ---------
Balance at close of period - 3/31/97..............................$ 3,918,525

  Current year expense................................. $  582,095
                                                         ---------
Balance at close of period - 3/31/98..............................$ 4,500,620

  Current year expense..................................$  562,334
                                                         ---------
Balance at close of period - 3/31/99..............................$ 5,062,954
                                                                   ==========















                                                 -F -73-
<TABLE>
<S>       <C>         <C>      <C>       <C>         <C>        <C>       <C>
<C>         <C>      <C>      <C>

                              Boston Capital Tax Credit Fund Limited Partnership
- - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
- -----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements
Total    ciation   Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------

128 Park       512,597  27,000    919,215     42,831    27,000    962,046
989,046   341,779    7/88   4/89       28

Ashland
Invstmt.
Grp. II      1,777,638 165,464  2,210,076    (16,928)* 165,464  2,193,148
2,358,612   569,480    5/89   3/89     5-50

Belfast
Birches
Assocs.      1,082,747  50,000  1,370,933      5,791    50,000  1,376,724
1,426,724    377,080    5/89   5/89   5-27.5

Bowditch
School
Lodging      1,622,807  65,961  4,872,047     22,325    65,961  4,894,372
4,960,333  1,384,366   12/89   8/89       34

California
Investors VI 3,868,597 400,000  7,307,955 (1,458,472)  400,000  5,849,483
6,249,483  2,047,171    5/89   6/89       35

Carriage
Gate Apts.   1,470,430 128,480  1,816,497      5,335   128,480  1,821,832
1,950,312    647,252   11/89   6/89   7-27.5

Central
Parkway
Towers       2,800,000       0  9,276,692 (4,256,566)        0  5,020,126
5,020,126  3,643,849   12/89   9/89   5-27.5

Colony Ct.
Apts.        1,488,760 130,000  1,819,588      4,553   130,000  1,824,141
1,954,141    671,388    6/89   4/89   7-27.5

                                             -F -74-

                              Boston Capital Tax Credit Fund Limited Partnership
- - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
- -----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements
Total     ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Cruz Bay
Ltd.         1,484,816 217,600  1,729,345       (725)  217,600  1,728,620
1,946,220   621,643    2/89   2/89   5-27.5

Fylex
Housing      1,381,859 129,550  1,665,891     30,556   129,550  1,696,447
1,825,997   620,794    6/89   5/89     27.5

Greenwood
Apts.        1,433,503  55,000  1,824,558     29,189    55,000  1,853,747
1,908,747   744,494    8/89   3/89   7-27.5

Hidden Cove
Apts.        2,889,795 712,337  4,324,740     17,309b  707,848  4,342,049
5,049,897 1,604,525    8/89   4/89   7-27.5

Jackson
Apts.        1,188,962 232,000  1,286,033     50,448   248,026  1,336,481
1,584,507   503,806    7/89   4/89   7-27.5

Lake North
Apts. II     1,057,376  60,000  1,340,829      1,583a   60,000  1,342,412
1,402,412   365,773    1/89   4/89   5-27.5

Lake Park
LP           1,134,287  61,932  1,437,159      1,287    61,932  1,438,446
1,500,378   540,809    5/89   4/89   7-27.5

Lakewood
Terrace
Ltd.         3,805,716 124,707  2,263,782  4,417,820   124,707  6,681,602
6,806,309 1,668,727    8/89   5/89     27.5

Lincoln
Apts.        3,003,622 177,500  3,665,480 (2,077,170)        0  1,588,310
1,588,310 1,114,340   12/88   2/89   5-27.5

Maplewood
Apts.          754,535  37,900    938,775     41,382    37,900    980,157
1,018,057   247,526    4/89   5/89       40
                                               -F -75-

                              Boston Capital Tax Credit Fund Limited Partnership
- - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
- -----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements
Total     ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Mound
Plaza Ltd.    621,209   17,058    772,173      2,923    17,059    775,096
792,155   272,459    9/89    8/89   5-27.5

Oak Crest
Manor II      906,495   77,500  1,049,551     47,675a   77,500  1,097,226
1,174,726   261,319    5/89    5/89       40

Orange-
wood
Villas      1,474,451   98,000  1,821,138      4,058    98,000  1,825,196
1,923,196   663,695    9/89    6/89   7-27.5

Paige Hall  2,253,150  633,666  2,544,140    706,485         0  3,250,625
3,250,625   970,911    4/89    3/89   7-27.5

Pedcor
Invstmts.   5,367,147  200,000  7,448,711    382,970   200,000  7,831,681
8,031,681 2,143,268    5/89    2/89   5-27.5

Queens
Ct. Apts.   1,096,856   92,200  2,185,579     91,422    92,200  2,277,001
2,369,201   844,968    1/89    2/89   5-27.5

Rainbow
Apts.       1,907,361  181,767  2,215,940     52,590   141,767  2,268,530
2,410,297   873,739    1/89    6/89   5-27.5

Ripon Apts.   851,258   29,040  1,016,757     16,425    29,040  1,033,182
1,062,222   413,752    7/89    3/89   5-27.5

Southport,
Ltd.          960,969   52,800  1,176,478     45,527a   52,800  1,222,005
1,274,805   464,339    2/89    4/89   5-27.5

Sun Village
Apts.       1,044,145   55,973  1,313,338     11,640    55,973  1,324,978
1,380,951   386,260    5/88    4/89   5-27.5


                                            -F -76-


                              Boston Capital Tax Credit Fund Limited Partnership
- - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
- -----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements
Total     ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- ------------------------------------------
Taylor
Terrace
Apts.      1,052,290    70,994  1,277,601    23,572     70,994  1,301,173
1,372,167    607,603   11/88    4/89   5-27.5

Trinidad
Apts.        917,387    70,000  1,105,890    34,382     91,599  1,140,272
1,231,871    436,661    6/89    6/89     27.5

Vassar Apts. 918,083    60,823  1,159,060     5,814     60,823  1,164,874
1,225,697    469,104   11/89    3/89   7-27.5

Vidalia LP 1,480,429    75,000  1,887,347    (2,278)a   75,000  1,885,069
1,960,069    703,202    5/89    4/89   7-27.5

Willow St.
Assoc.     1,475,125   116,380  1,798,301     5,085    116,380  1,803,386
1,919,766    771,450   12/88    2/89  15-27.5
          ---------- ---------  ---------  --------- --------- ----------
- ---------- ----------
          55,084,402 4,606,632 78,841,599(1,711,162) 3,788,603 77,130,437
80,919,040 27,997,532
          ========== =========  ========= ========== ========= ==========
========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1999.

*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1999.  The column has been
omitted for presentation purposes.


</TABLE>




                                                -F -77-

Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 83,692,934

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     52,507
    Other.............................................          0
                                                       ----------
                                                                 $     52,507

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 83,745,441

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     46,581
    Other.............................................          0
                                                       ----------
                                                                 $     46,581

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 83,792,022
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  4,295,176
    Other.............................................          0
                                                       ----------
                                                                 $  4,295,176

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 88,087,198
                                    -F- 78-

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 88,087,198

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     168,411
    Other............................................           0
                                                      -----------
                                                                 $    168,411
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/96............................$88,255,609
                                                                  ===========
Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................   7,950,557
    Other............................................           0
                                                      -----------
                                                                 $  7,950,557
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................  (7,824,069)
                                                      -----------
                                                                 $ (7,824,069)
                                                                  -----------
Balance at close of period - 03/31/97............................$ 88,382,097
                                                                  ===========
Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................  (1,377,159)
    Other............................................           0
                                                      -----------
                                                                 $ (1,377,159)
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................  (3,844,767)
                                                      -----------
                                                                 $ (3,844,767)
                                                                  -----------
Balance at close of period - 03/31/98............................$ 83,160,171
                                                                  ===========
                                    -F- 79-
Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Land, Building & Improvements current year changes

Balance at close of period - 03/31/98............................$ 83,160,171

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................  (3,829,441)
    Other............................................           0
                                                      -----------
                                                                 $ (3,829,441)
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................   1,588,310
                                                      -----------
                                                                 $  1,588,310
                                                                  -----------
Balance at close of period - 03/31/99............................$ 80,919,040
                                                                  ===========





























                                     -F- 80-


Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 7,778,563

  Current year expense..................................$2,897,006
                                                         ---------

Balance at close of period - 3/31/93..............................$10,675,569

  Current year expense..................................$2,848,313
                                                         ---------

Balance at close of period - 3/31/94..............................$13,523,882

  Current year expense..................................$2,914,588
                                                         ---------

Balance at close of period - 3/31/95..............................$16,438,470

  Current year expense..................................$2,967,670
                                                         ---------

Balance at close of period - 3/31/96..............................$19,406,140


  Current year expense..................................$2,896,912
                                                         ---------

Balance at close of period - 3/31/97..............................$22,303,052
                                                                   ==========
  Current year expense..................................$  (88,832)
                                                         ---------

Balance at close of period - 3/31/98..............................$22,214,220
                                                                   ==========

  Current year expense..................................$5,783,312
                                                         ---------

Balance at close of period - 3/31/99..............................$27,997,532
                                                                   ==========








                                       -F-81-
<TABLE>
<S>       <C>         <C>     <C>        <C>         <C>      <C>         <C>
<C>        <C>    <C>     <C>

                              Boston Capital Tax Credit Fund Limited Partnership
- - Series 4
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
- -----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments       Land   provements
Total   ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------  Armory
Square
Ltd.       2,137,795    59,900  3,890,990     50,860     59,900   3,941,850
4,001,750     961,323   9/89   7/89   5-27.5

Auburn
Trace
Ltd.       9,983,714   730,000  5,564,052  9,216,103    730,000  14,780,155
15,510,155   5,448,070   1/90   6,89   5-27.5

Ault Apts.   472,353    12,058    570,737     56,401     12,058     627,138
639,196     241,891   7/89   6/89   7-27.5

Bowditch
School
Lodging    1,622,807    65,961  4,872,047     22,325     65,961   4,894,372
4,960,333   1,384,366  12/89   8/89   7-34

Burlwood
Apts.        229,754    20,000    267,333     21,401     20,000     288,734
308,734     112,182    8/89   6/89   7-27.5

Cambria
Commons    1,034,192     5,808  1,489,672      5,440      5,808   1,495,112
1,500,920     545,529   7/89   9/89   5-27.5

Central
Parkway
Towers     2,800,000         0  9,276,692 (4,256,566)         0   5,020,126
5,020,126   3,643,849  12/89   9/89   5-27.5







                                                 -F -82-

                              Boston Capital Tax Credit Fund Limited Partnership
- - Series 4
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999
                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
- -----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-    struct  uired   ciation
Description   brances    Land   provements    ments        Land   provements
Total    ciation   Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Clear
View Apts.   754,311    45,000    928,226      8,670     45,000     936,896
981,896     352,404  11/89  10/89   7-27.5


Fuller
Townhomes    501,639    33,600    642,804     17,980     33,600     660,784
694,384     259,357   1/88   4/89   7-27.5

Greenwood
Terrace
Ltd.       1,076,947    80,439  1,352,865      6,463     80,439   1,359,328
1,439,767     492,705   9/89   7/89   7-27.5

Haven
Park II      489,784   225,000  1,038,703      6,708    225,000   1,045,411
1,270,411     360,685   6/89   7/89   7-40

Landmark
Ltd.
Partner-
ship       1,749,107   425,800  3,843,617     37,741    425,800   3,881,358
4,307,158   1,164,074   5/89   8/89   5-27.5

Meadow-
crest
Apts.      2,885,424   286,065    867,009  4,166,426    286,065   5,033,435
5,319,500   1,770,960  10/90   9/89   5-27.5

Milliken
Apts.        808,667    40,000    860,882    110,546     40,000     971,428
1,011,428     360,736   8/89   9/89   7-27.5

Montana
Ave. Apts.   653,571    92,179  1,007,036     25,998     93,846   1,033,034
1,126,880     367,909  11/89   8/89   5-27.5





                                         -F -83-

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 4
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
- -----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired  ciation
Description    brances    Land   provements    ments       Land   provements
Total    ciation   Date   Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Monti-
cello
Ltd.       1,102,759    48,000  1,436,974      4,751     48,000   1,441,725
1,489,725     509,110  12/89   7/89   7-27.5

New Grand
Hotel      2,844,479   308,000  6,150,420  1,165,308    308,000   7,315,728
7,623,728   2,512,265   3/89   5/89   7-27.5

Pedcor
Invstmts.
1988 VI    4,927,261   454,472  7,748,826  1,186,040    454,472   8,934,866
9,389,338   2,043,978  12/89   8/89   5-27.5

Rosen-
burg
Hotel      1,811,122   452,000  4,946,965 (2,754,885)b  415,000   2,192,080
2,607,080     125,939   1/89  11/89   7-40

Shockoe
Hill Apts. 1,876,338         0  3,152,879     21,005a         0   3,173,884
3,173,884     775,581   9/89   8/89   5/27.5

Sunnyview
Apts.      2,105,792   135,000  1,806,927  2,030,736    315,000   3,837,663
4,152,663     702,503   9/89   9/89   5-50

Topeka
Park
Phase II     373,689    36,874    759,705     11,558     36,874     771,263
808,137     301,869  12/88   7/89   7-27.5








                                                      -F -84-

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 4
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
- -----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired  ciation
Description    brances    Land   provements    ments       Land   provements
Total    ciation   Date   Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------

Unity
Park
Apts.      9,760,376    99,000  9,828,746 (5,617,928)    99,000    4,210,818
4,309,818  3,995,033  12/90   4/89   27.5

Van Dyke
Estates
XVI          649,257    80,000  1,134,679     87,787     80,000    1,222,466
1,302,466    348,066  11/89   2/90   7-40

Wichita
West
Housing    2,026,315   181,874  3,876,750     51,791    181,874    3,928,541
4,110,415  1,394,830   9/89   8/89   7-27.5
          ---------- --------- ---------- ----------  --------- -----------
- ----------- ----------
          54,677,453 3,917,030 77,315,536  5,682,659  4,061,697   82,998,195
87,059,892 30,175,214
          ========== ========= ========== ==========  =========  ===========
=========== ==========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,1998.


*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1998.  The column has been
omitted for presentation purposes.




</TABLE>






                                            -F -85-

Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92.......................$103,193,346

  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................          0
    Improvements, etc..............................  1,703,785
    Other..........................................          0
                                                    ----------
                                                              $  1,703,785

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................    (16,119)
                                                    ----------
                                                              $    (16,119)
                                                               -----------
Balance at close of period - 03/31/93.........................$104,881,012

  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................          0
    Improvements, etc..............................  2,453,119
    Other..........................................          0
                                                    ----------
                                                              $  2,453,119

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------

Balance at close of period - 03/31/94.........................$107,334,131
  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................          0
    Improvements, etc..............................     83,082
    Other..........................................          0
                                                    ----------
                                                              $     83,082

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................
                                                    ----------
                                                              $          0
                                                               -----------
Balance at close of period - 03/31/95.........................$107,417,213
                                       -F -86-



Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$107,417,213

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     542,548
    Other............................................           0
                                                      -----------
                                                                 $    542,548
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/96............................$107,959,761


Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     220,246
    Other............................................           0
                                                      -----------
                                                                 $     220,246
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................ (10,169,834)
                                                      -----------
                                                                 $ (10,169,834)
                                                                   -----------
Balance at close of period - 03/31/97............................$ 98,010,173


Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     496,394
    Other............................................           0
                                                      -----------
                                                                 $     496,394
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98............................$ 98,506,567
- -F-87-                   ===========


Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Land, Building & Improvements current year changes-Continued

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................ (11,446,675)
    Other............................................           0
                                                      -----------
                                                                 $(11,446,675)
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/99............................$ 87,059,892
                                                                  ===========
































                                  -F- 88-


Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 6,809,399

  Current year expense..................................$3,546,208
                                                         ---------

Balance at close of period - 3/31/93..............................$10,355,607

  Current year expense..................................$3,739,080
                                                         ---------

Balance at close of period - 3/31/94..............................$14,094,687

  Current year expense..................................$3,783,175
                                                         ---------

Balance at close of period - 3/31/95..............................$17,877,862

  Current year expense..................................$3,670,792
                                                         ---------

Balance at close of period - 3/31/96..............................$21,548,654

  Current year expense..................................  $1,951,906

Balance at close of period - 3/31/97..............................$23,500,560

  Current year expense..................................  $3,280,453

Balance at close of period - 3/31/98..............................$26,781,013

  Current year expense..................................  $3,394,201

Balance at close of period - 3/31/99..............................$30,175,214
                                                                   ==========
















                                         -F- 89-
<TABLE>
<S>         <C>        <C>       <C>          <C>          <C>       <C>
<C>         <C>       <C>    <C>      <C>

                             Boston Capital Tax Credit Fund Limited Partnership
- - Series 5
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close of
period
                          ---------------   -----------
- ------------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
               Encum-            and im-       Improve-                and im-
Depre-   struct  uired  ciation
Description   brances    Land    provements      ments        Land    provements
Total    ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- --------------------------------------------
Annadale    9,391,845   794,249    3,448,985   8,736,115    226,000  12,185,100
12,411,100 1,892,353   6/90   10/90   5-50

Calexico    1,566,878   189,545    2,140,711       4,211    189,545   2,144,922
2,334,467   376,125   4/90    2/90   5-50

Glenhaven
Park          672,431   225,000      991,586    (223,115)*  195,000     768,471
963,471   190,852   6/89    6/89     40

Point
Arena       1,200,778    79,160    1,715,209      81,167     79,160   1,796,376
1,875,536   318,554   2/90    2/90   5-50

TKO
Investments
Props. V    1,091,336   192,656    2,991,964      22,919    190,691   3,014,883
3,205,574   924,493   9/89   10/89   5-30
           ---------- ---------   ----------   ---------    -------  ----------
- ---------- ---------
           13,923,268 1,480,610   11,288,455   8,621,297    880,396  19,909,752
20,790,148 3,702,377
           ========== =========   ==========   =========    =======  ==========
========== =========
Since the Operating Partnerships maintain a calendar year end the information
reported on this schedule is as of December 31,
1998.

*Reduction due to the sale of two building.
**There were no carrying costs as of December 31, 1998.  The column has been
omitted for presentation purposes.


</TABLE>
                                              -F- 90-

Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 20,288,851

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................      4,975
    Other.............................................          0
                                                       ----------
                                                                 $      4,975

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (943,687)
                                                       ----------
                                                                 $   (943,687)
                                                                  -----------
Balance at close of period - 03/31/93............................$ 19,350,139

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    139,600
    Other.............................................          0
                                                       ----------
                                                                 $    139,600

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 19,489,739
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     12,561
    Other.............................................          0
                                                       ----------
                                                                 $     12,561

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 19,502,300
                                    -F- 91-
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 19,502,300

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................   1,315,415
    Other............................................           0
                                                      -----------
                                                                 $  1,315,415
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/96............................$ 20,817,715
                                                                  ===========

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................      33,132
    Other............................................           0
                                                      -----------
                                                                 $      33,132
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/97............................$ 20,850,847
                                                                  ===========

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................       4,950
    Other............................................           0
                                                      -----------
                                                                 $      4,950
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98............................$ 20,855,797
                                                                  ===========
                                   -F- 92-
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/98............................$ 20,855,797

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     (65,649)
    Other............................................           0
                                                      -----------
                                                                 $    (65,649)
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/99............................$ 20,790,148
                                                                  ===========































                               -F- 93-



Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$   724,098

  Current year expense.................................$   400,685
                                                         ---------

Balance at close of period - 3/31/93..............................$ 1,124,783

  Current year expense.................................$   406,272
                                                         ---------

Balance at close of period - 3/31/94..............................$ 1,531,055

  Current year expense.................................$   403,858
                                                         ---------

Balance at close of period - 3/31/95..............................$ 1,934,913

  Current year expense.................................$   434,339
                                                         ---------

Balance at close of period - 3/31/96..............................$ 2,369,252
                                                                   ==========

  Current year expense.................................$   449,720
                                                         ---------

Balance at close of period - 3/31/97..............................$ 2,818,972
                                                                   ==========

  Current year expense.................................$   462,407
                                                         ---------

Balance at close of period - 3/31/98..............................$ 3,281,379

 Current year expense.................................$   420,998
                                                         ---------

Balance at close of period - 3/31/99..............................$ 3,702,377
                                                                   ==========









                                   -F- 94-

<TABLE>

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

                             Boston Capital Tax Credit Fund Limited Partnership
- - Series 6
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                            Subsequent
                             Initial       capitalized       Gross amount at
which
                          cost to company    costs**       carried at close of
period
                          ---------------  -----------
- ----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
               Encum-           and im-      Improve-             and im-
Depre-   struct  uired  ciation
Description   brances    Land   provements     ments      Land   provments
Total    ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- -----------------------------------------
Auburn
Trace        9,983,714  730,000  5,564,052  9,216,103   730,000  14,780,155
15,510,155  5,448,070   1/80   6/90     5-27.5

Briar-
wood
Estates        568,272   45,000    694,093      7,453    45,000     701,546
746,546    286,407   9/88   9/89   5-27.5

Columbia
Park
Apts.        4,112,553  189,631  7,194,885    665,451   189,631   7,860,336
8,049,967  2,228,925   2/90  11/89   5-27.5

Eldon
Estates        554,108   28,000    709,320     21,874    28,000     731,194
759,194    297,172   7/88   9/89   5-27.5

Green
Pines
Apts.        1,432,216  106,484  1,750,831     23,554   106,484   1,774,385
1,880,869    457,433  11/89  10/89   5-27.5

Hacienda
Villa
Apts.        3,871,423  233,165  4,135,079  3,373,993   233,165   7,509,072
7,742,237  1,704,525   1/90  12/89   5-27.5



                                 -F- 95-

</TABLE>
<TABLE>

<S>       <C>        <C>      <C>         <C>        <C>        <C>         <C>
<C>         <C>    <C>     <C>
                             Boston Capital Tax Credit Fund Limited Partnership
- - Series 6
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999
                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close of
period
                          ---------------   -----------
- ------------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
               Encum-            and im-       Improve-            and im-
Depre-   struct  uired  ciation
Description   brances    Land    provements     ments     Land    provements
Total    ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- ------------------------------------------
Hillandale
Commons    3,119,770  601,653  4,198,973   1,822,375   601,653   6,021,348
6,623,001  2,125,278  1/90  11/89   5-27.5

Holland
West Apts. 2,054,384  175,000  2,301,607     905,629   175,000   3,207,236
3,382,236    970,773   2/90  12/89   5-27.5

Kearney
Proper-
ties II      362,308  .34,000    460,385       2,446    34,000     462,831
496,831    196,888  3/88   9/89   5-27.5

Pleasant
Hill
Properties   559,406   25,000    703,690      18,558    25,000     722,248
747,248    280,729   5/88   9/89   5-27.5

Rosen-
berg
Hotel      1,811,122  452,000  4,948,372  (2,756,292)  415,000   2,192,080
2,607,080    125,939  12/88   9/89   5-27.5

Sherburne
Sr. Hsng.  1,307,404    43,000  1,786,132     93,917    43,000   1,880,049
1,923,049    591,690   1/92  11/89   27.5

Socorro
Properties 1,247,480    85,000  1,652,129     62,018    85,000   1,714,147
1,799,147    685,357  10/89  11/89   5-27.5

Warrensburg
Properties   568,928    30,000    743,401     36,039    30,000     779,440
809,440    329,851   2/88   9/89   5-27.5
                                            -F -96-

</TABLE>
<TABLE>

<S>       <C>        <C>      <C>         <C>        <C>        <C>         <C>
<C>         <C>    <C>     <C>
                               Boston Capital Tax Credit Fund Limited
Partnership - Series 6
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close of
period
                          ---------------   -----------
- ------------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
               Encum-            and im-       Improve-            and im-
Depre-   struct  uired  ciation
Description   brances    Land    provements     ments     Land    provements
Total    ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- ------------------------------------------
Woodcliff
Apts.        756,010    26,795    919,806     11,726    26,795     931,532
958,327    372,035  11/89  10/89   5-27.5
          ---------- --------- ---------- ---------- ---------  ----------
- ---------- ----------
          32,309,099 2,804,728 37,762,755 13,504,844 2,767,728  51,267,599
54,035,327 16,101,072
          ========== ========= ========== ========== =========  ==========
========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December
31, 1998.
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1999.  The column has been
ommitted for presentation purposes.
</TABLE>
                                             -F -97-
Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 59,489,199

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  3,679,360
    Other.............................................          0
                                                       ----------
                                                                 $  3,679,360

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 63,168,559

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    447,307
    Other.............................................          0
                                                       ----------
                                                                 $    447,307
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 63,615,866
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    147,102
    Other.............................................          0
                                                       ----------
                                                                 $    147,102

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (261,992)
                                                       ----------
                                                                 $   (261,992)
                                                                  -----------
Balance at close of period - 03/31/95............................$ 63,500,976

                                    -F- 98-
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 63,500,976

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     231,479
    Other............................................           0
                                                      -----------
                                                                 $    213,479
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/96............................$ 63,714,455
                                                                  ===========
Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     149,680
    Other............................................           0
                                                      -----------
                                                                 $    149,680
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................ (10,169,864)
                                                      -----------
                                                                 $(10,169,864)
                                                                  -----------
Balance at close of period - 03/31/97...........................$ 53,694,271
                                                                  ===========
Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     213,929
    Other............................................           0
                                                      -----------
                                                                 $    213,929
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98...........................$ 53,908,200
                                                                  ===========

                                      -F- 99-
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/98...........................$ 53,908,200

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     127,127
    Other............................................           0
                                                      -----------
                                                                 $    127,127
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/99...........................$ 54,035,327
                                                                  ===========






























                                       -F- 100-


Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period -
04/01/92...........................$  3,757,494

  Current year
expense.....................................$2,096,245

- ---------

Balance at close of period -
3/31/93................................$  5,853,739

  Current year
expense.....................................$2,168,130

- ---------

Balance at close of period -
3/31/94................................$  8,021,869

  Current year
expense.....................................$2,112,071

- ---------

Balance at close of period -
3/31/95................................$ 10,133,940

  Current year
expense.....................................$2,079,902

- ---------

Balance at close of period -
3/31/96................................$ 12,213,842

==========

  Current year expense.....................................$
419,476

- ---------

Balance at close of period -
3/31/97................................$ 12,633,318

==========

  Current year
expense.....................................$1,767,719

- ---------

Balance at close of period -
3/31/98................................$ 14,401,037

==========
  Current year expense...................................
$1,700,035

- ---------

Balance at close of period -
3/31/99................................$ 16,101,072

==========








                                     -F- 101-



<TABLE> <S> <C>

<ARTICLE> CT
<CIK> 0000835095
<NAME> BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               MAR-31-1999
<TOTAL-ASSETS>                              13,845,884
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                13,845,884
<TOTAL-REVENUES>                                 4,355
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (9,344,943)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (9,340,588)
<EPS-BASIC>                                        0
<EPS-DILUTED>                                        0


</TABLE>


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