BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LP III
10-K, 1996-07-01
OPERATORS OF APARTMENT BUILDINGS
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June 28, 1996


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


        Boston Financial Qualified Housing Tax Credits L.P. III
        Form 10-K Annual Report for Year Ended March 31, 1996
        File Number 01-18462
        Filing Fee Account Number 0000839345

Gentlemen:

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



Very truly yours,


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

QH310K-K



<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended                             Commission file number
March 31, 1996                                              01-18462

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
             (Exact name of registrant as specified in its charter)

      Delaware                                          04-3032106
(State of organization)                              (I.R.S. Employer
                                                     Identification No.)
  101 Arch Street, 16th Floor
  Boston, Massachusetts                                   02110-1106
(Address of Principal executive office)                   (Zip Code)

Registrant's telephone number, including area code 617/439-3911

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange on
          Title of each class                             which registered
                 None                                        None

Securities registered pursuant to Section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)
                                     100,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Subsection  229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

     State the aggregate sales price of partnership  units held by nonaffiliates
of the registrant.
                          
                        $99,610,000 as of March 31, 1996


<PAGE>






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


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

Post-effective Amendment No. 1 to the Form S-11
  Registration Statement, File # 33-24175                       Part I, Item 1

Supplement No. 4 to the Prospectus, dated May 9, 1989           Part I, Item 1

Report on Form 8-K dated November 21, 1989                      Part I, Item 1

Prospectus - Sections Entitled:

  "Investment Objectives and Policies -
   Principal Investment Policies                                Part I, Item 1

  "Estimated Use of Proceeds"                                 Part III, Item 13

  "Management Compensation and Fees"                          Part III, Item 13

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




<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
                             (a Limited Partnership)

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


                                TABLE OF CONTENTS

PART I                                                                 Page No. 
  Item 1     Business                                                  K-3
  Item 2     Properties                                                K-7
  Item 3     Legal Proceedings                                         K-19
  Item 4     Submission of Matters to a
             Vote of Security Holders                                  K-19


PART II

  Item 5     Market for the Registrant's Units
             and Related Security Holder Matters                       K-19
  Item 6     Selected Financial Data                                   K-20
  Item 7     Management's Discussion and Analysis of
             Financial Condition and Results of Operations             K-21
  Item 8     Financial Statements and Supplementary Data               K-25
  Item 9     Changes in and Disagreements with
             accountants on Accounting and Financial
             Disclosure                                                K-25


PART III

  Item 10    Directors and Executive Officers
             of the Registrant                                         K-26
  Item 11    Management Remuneration                                   K-27
  Item 12    Security Ownership of Certain Beneficial
             Owners and Management                                     K-28
  Item 13    Certain Relationships and Related
             Transactions                                              K-28


PART IV

  Item 14    Exhibits, Financial Statement Schedule
             and Reports on Form 8-K                                   K-31

SIGNATURES                                                             K-32


<PAGE>


                                     PART I

Item 1.  Business

Boston Financial Qualified Housing Tax Credits L.P. III (the "Partnership") is a
limited  partnership  formed  on  August  9,  1988  under  the  Uniform  Limited
Partnership  Act of the State of  Delaware.  The  Certificate  and  Agreement of
Limited  Partnership  ("Partnership  Agreement")  authorized  the  sale of up to
100,000  units of Limited  Partnership  Interest  ("Units")  at $1,000 per Unit,
adjusted for certain  discounts.  The Partnership  raised  $99,610,000,  ("Gross
Proceeds") net of discounts of $390,000, through the sale of 100,000 Units. Such
amounts exclude five  unregistered  Units previously  acquired for $5,000 by the
Initial Limited Partner, which is also one of the General Partners. The offering
of Units terminated on May 30, 1989. No further sale of Units is expected.

As described more fully under Item 7 -  Management's  Discussion and Analysis of
Financial  Condition  and  Results of  Operations,  affiliates  of the  Managing
General  Partner  assumed the Local  General  Partner  interest in several Local
Limited Partnerships in which the Partnership has invested:  1) BF Harbour View,
Inc.,  assumed the Local General Partner interest in 241 Pine Street  Associates
L.P. ("241 Pine  Street");  2) BF Willow Lake,  Inc.,  assumed the Local General
Partner interest in Willow Lake Partners II, L.P.  ("Willow Lake");  3) BF Texas
Limited  Partnership  was admitted as an  additional  Local  General  Partner to
thirteen Local Limited Partnerships ("Texas  Partnerships") and the Temple Kyle,
L.P., Ltd. (the "Kyle").  As a result, the Partnership is deemed to have control
over 241 Pine Street,  Willow  Lake,  the Texas  Partnerships  and the Kyle (the
"Combined Entities") and the accompanying  financial statements are presented in
combined form to conform with the required accounting  treatment under generally
accepted  accounting   principles.   However,   this  change  only  affects  the
presentation of the  Partnership's  operating  results,  not the business of the
Partnership.  Accordingly, a presentation of information about industry segments
is  not  applicable  and  would  not  be  material  to an  understanding  of the
Partnership's  business  taken as a whole.  As described  more fully in Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations, the Managing General Partner has transferred or is in the process of
transferring all of the assets of six of the Texas Partnerships subject to their
liabilities to unaffiliated entities.

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

A more detailed discussion of these investment objectives,  along with the risks
in  achieving  them is  contained  in the  section  of the  prospectus  entitled
"Investment  Objectives and Policies - Principal  Investment  Policies" which is
herein incorporate by this reference.

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


<PAGE>


Properties Owned by                                                       Date
Local Limited                                                           Interest
Partnerships*                                 Location                  Acquired

West Dade                                     Miami, FL                 12/31/88
West Dade II                                  Miami, FL                 12/31/88
Regency Square                                Dayton, OH                03/13/89
Westwood Manor                                Flint, MI                 02/21/89
Rolling Hills                                 Dayton, OH                03/13/89
Boulevard Commons II                          Chicago, IL               04/04/89
Boulevard Commons IIA                         Chicago, IL               04/04/89
Fox Run Housing                               Victoria, TX              04/07/89
Waterfront                                    Buffalo, NY               04/28/89
Shoreline                                     Buffalo, NY               04/28/89
Colony Apartments*                            Columbia, SC              05/19/89
Admiral Court                                 Philadelphia, PA          06/07/89
Crestwood**                                   Bridgeport, TX            06/05/89
Elmwood                                       Aurora, CO                05/16/89
El Jardin                                     Davie, FL                 06/14/89
Ashley Place                                  Orlando, FL               06/23/89
Willowick**                                   Gainesville, TX           06/30/89
Kirkendall Heights                            Ellsworth, KS             07/19/89
Bentley Hill                                  Syracuse, KS              06/30/89
Columbia Townhouses                           Burlington, IA            07/28/89
Quartermill                                   Richmond, VA              08/02/89
Ponca Manor                                   Satanta, KS               07/28/89
Pearl Place                                   Rossville, KS             07/28/89
Crown Point**                                 Venus, TX                 08/22/89
Godley Arms**                                 Godley, TX                08/25/89
Pilot Point**                                 Pilot Point, TX           08/22/89
Sherwood Arms**                               Keene, TX                 08/22/89
South Holyoke                                 Holyoke, MA               08/29/89
Walker Woods                                  Dover, DE                 08/30/89
Lakeway Colony**                              Lake Dallas, TX           08/30/89
One Main Place**                              Little Elm, TX            08/22/89
Eaglewood                                     Covington, TN             09/06/89
Harbour View*                                 Staten Island, NY         09/29/89
Georgetown II                                 Georgetown, DE            09/28/89
Granite*                                      Boston, MA                09/29/89
Garden Plain                                  Garden Plain, KS          08/09/89
Fulton                                        Fulton, KY                10/05/89
Lone Oak**                                    Graham, TX                10/06/89
Hallet West**                                 Hallettsville, TX         11/20/89


<PAGE>


Properties Owned by                                                      Date
  Local Limited                                                        Interest
  Partnerships*                              Location                  Acquired

Glenbrook**                                  St. Jo, TX                 10/06/89
Eagles Nest                                  Decatur, TN                10/06/89
Billings Family                              Billings, MO               08/09/89
Brownsville                                  Brownsville, TN            08/09/89
Sunnyhill Villa                              Wayne, NE                  08/09/89
Longview                                     Humboldt, KS               10/13/89
Horseshoe Bend                               Horseshoe Bend, AR         08/09/89
Briarwood II                                 Lake Havasua, AZ           10/04/89
Quail Run**                                  Iowa Park, TX              10/06/89
Smithville                                   Smithville, MO             08/09/89
Aurora East                                  Denver, CO                 11/06/89
Elver Park II                                Madison, WI                11/09/89
Elver Park III                               Madison, WI                11/09/89
Tucson Trails I                              Madison, WI                11/22/89
Tucson Trails II                             Madison, WI                11/23/89
Pleasant Plaza                               Malden, MA                 12/01/89
241 Pine Street                              Manchester, NH             12/04/89
Heather Oaks                                 Oak Grove, MO              11/24/89
Riverfront                                   Sunbury, PA                12/26/89
Susquehanna View                             Camp Hill, PA              12/26/89
Breckenridge                                 Duluth, GA                 12/19/89
Wood Creek                                   Calcium, NY                12/15/89
Willow Lake*                                 Kansas City, MO            12/20/89
Ashton Heights                               Bolivar, MO                12/15/89
Fouche Valley                                Perryville, AR             05/01/90
Altheimer                                    Altheimer, AR              04/18/90
Kyle Hotel                                   Temple, TX                 06/12/90
Diversey Square                              Chicago, IL                12/01/90
Poplar Village                               Cumberland, KY             12/30/90
Lexington                                    Lexington, TN              12/29/90

*     The  Partnership's  interest in profits  and losses of each Local  Limited
      Partnership  arising from normal  operations  is 99% with the exception of
      four Local Limited  Partnerships in which the  Partnership  acquired a 98%
      interest  (Willow  Lake),  97% interest  (Granite),  49% interest  (Colony
      Apartments)  and a 48.96%  interest  (Harbour  View).  Profits  and losses
      arising from sale or refinancing  transactions are allocated in accordance
      with the respective Local Limited Partnership Agreements.

**   As of March 31, 1996, the Managing General Partner has transferred or is in
     the  process  of  transferring  all of  the  assets  of  six  of the  Texas
     Partnerships  subject  to  their  liabilities  to  unaffiliated   entities.
     Glenbrook  Apartments'  transfer was  effective  June 6, 1996.  Five of the
     Texas  Partnerships  (Crown Point,  Godley Arms,  Sherwood Arms,  Quail Run
     Apartments  and Loan Oak  Apartments)  are being  transferred to new owners
     effective  after March 31, 1996. The Managing  General Partner has executed
     an agreement to sell the general  partner  interests in the seven remaining
     Texas  Partnerships  (Crestwood Place,  Eagle Nest Apartments,  Hallet-West
     Apartments, One Main Place, Pilot Point Apartments,  Shady Shore Apartments
     and Willowick Apartments) to an unaffiliated buyer. The Partnership will 
     retain a limited partner interest in these seven Texas Partnerships.


Although the  Partnership's  investments in Local Limited  Partnerships  are not
subject to seasonal  fluctuations,  the Partnership's  equity in losses of Local
Limited  Partnerships and rental operating revenues and expenses,  to the
<PAGE>

extent they  reflect the  operations  of  individual  Properties,  may vary from
quarter to quarter based upon changes in occupancy  and operating  expenses as a
result of seasonal factors.

Under  the  terms  of  the  Partnership  Agreement,  the  Partnership  initially
designated  3% of the Gross  Proceeds  from the sale of Units as a  reserve  for
working  capital of the Partnership  and  contingencies  related to ownership of
Local Limited Partnership  interests.  The Managing General Partner may increase
or decrease such reserves from time to time, as it deems appropriate. During the
year ended March 31, 1993, the Managing  General Partner decided to increase the
reserve  level to 3.75%.  To date reserves have been used to pay legal and other
costs  related to the  Section 8 Moderate  Rehabilitation  Program  ("Mod  Rehab
Program")  issue.  Additionally,  legal fees relating to various property issues
and additional capital contributions to two Local Limited Partnerships have been
paid from  reserves.  If reserves  are not  adequate to cover the  Partnership's
operations, the Partnership will seek other financing sources including, but not
limited to, the  deferral of Asset  Management  Fees paid to an affiliate of the
Managing General Partner or working with Local Limited  Partnerships to increase
cash  distributions.  At March  31,  1996,  the  Managing  General  Partner  has
designated  approximately  $257,000 of cash,  cash  equivalents  and  marketable
securities as such reserve.

With the exception of the Combined Entities, each Local Limited Partnership has,
as its general partners ("Local General  Partners"),  one or more individuals or
entities  not  affiliated  with the  Partnership  or its  General  Partners.  In
accordance  with the  partnership  agreements  under  which  such  entities  are
organized ("Local Limited Partnership  Agreements"),  the Partnership depends on
the Local General Partners for the management of each Local Limited Partnership.
As of March 31, 1996,  the following  Local Limited  Partnerships  have a common
Local General Partner or affiliated group of Local General  Partners  accounting
for the  specified  percentage  of the  original  investment  in  Local  Limited
Partnerships:  (i) Regency Square and Rolling  Hills,  representing  7.6%,  have
Folkers  Associates  as Local General  Partner;  (ii)  Boulevard  Commons II and
Boulevard Commons IIA,  representing  2.24%, have Carroll  Properties,  Inc. and
Robert King as Local  General  Partners;  (iii)  Ellsworth,  Syracuse,  Satanta,
Rossville, Humbolt, Smithville,  Brownsville, Briarwood, Billings, Garden Plain,
Wayne, Horseshoe Bend, Bolivar, Oak Grove, Westgate and Altheimer,  representing
2.16%,  have The Lockwood  Group as Local General  Partner;  (iv) Elver Park II,
Elver Park III,  Tucson Trails I and Tucson Trails II,  representing  5.9%, have
Gorman  Associates as Local  General  Partner;  (v)  Riverfront  Apartments  and
Susquehanna  View,  representing  5.51%, at have NCHP as Local General  Partner;
(vi) West Dade and West Dade II, representing 6.01%, have Romat, Inc. and Arbor,
Inc. respectively,  both of which have Aristedes Martinez as principal, as Local
General Partner;  (vii) Elmwood and Fox Run,  representing  3.57%,  have Delwood
Ventures, Inc. and R.S.F. Ventures, Inc. as Local General Partners respectively,
both of which have Raymond Baker as principal; (viii) Eaglewood,  Lexington, and
Fulton,  representing .70%, have Tommy Harper, Jerry Blurt, and Chris Turskey as
Local General Partners;  and (ix) Waterfront and Shoreline,  representing 6.17%,
have M.B. Associates as Local General Partner. The Local General Partners of the
remaining Local Limited  Partnerships are identified in the Acquisition Reports,
which are incorporated herein by reference.

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

<PAGE>
Property  are subject to  recapture  to the extent that the Property or any
portion  thereof ceases to qualify for the Tax Credits.  Other future changes in
Federal and state  income tax laws  affecting  real estate  ownership or limited
partnerships  could have a material  and adverse  affect on the  business of the
Partnership.

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


Item 2.  Properties

The Partnership owns limited  partnership  interests in sixty-nine Local Limited
Partnerships which own and operate  Properties,  some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the  Tax  Credits  added  to the  Code  by the  Tax  Reform  Act  of  1986.  The
Partnership's  ownership interest in each Local Limited Partnership is generally
99%, except for Willow Lake, Granite,  Colony Apartments and Harbour View, where
the Partnership's ownership interest is 98%, 97%, 49% and 48.96%, respectively.

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

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

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


<PAGE>

<TABLE>
<CAPTION>




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

West Dade LTD, A Limited Partnership
West Dade
Miami, FL                               122          $1,513,936          $1,513,936             $4,103,757         Section 8     99%

West Dade LTD II, A Limited Partnership
West Dade II 
Miami, FL                               209           3,039,442           3,039,442              8,408,834          Section 8    99%

Westwood Manor Limited Dividend
    Housing Association L.P.
Westwood Manor 
Flint, MI                               144           1,165,925           1,165,925              3,424,812          Section 8    99%

Rolling Hills Associates L.P.
Rolling Hills
Dayton, OH                              150            2,883,000         2,883,000               3,107,682          Section 8    50%

Regency Square Limited Partnership
Regency Square
Dayton, OH                              140            2,772,000         2,772,000               3,301,775          Section 8    31%

Shoreline Limited Partnership
Shoreline
Buffalo, NY                             142            1,079,318         1,079,318               6,178,090          None         63%

Waterfront Limited Partnership
Waterfront
Buffalo, NY                            472             3,597,307         3,597,307              22,121,373          None         70%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>





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

Fox Run Housing
Fox Run
Victoria, TX                                              150     1,605,775     1,605,775     4,144,226     Section 8            95%

Boulevard Commons Limited
    Partnership II
Boulevard Commons II
Chicago, IL                                                61       517,175       517,175       729,029     Section 8            95%

The Colony Apartments, L.P. 
    A Limited Partnership
Colony Apartments
Columbia, SC                                              300     1,762,500     1,762,500     8,678,335     Section 8            93%

Boulevard Commons Limited
    Partnership IIA
Boulevard Commons IIA
Chicago, IL                                                42     1,179,812     1,179,812     1,603,351     Section 8            81%

Ashley Place, LTD
    A Florida Limited Partnership
Ashley Place
Orlando, FL                                                96     2,002,560     2,002,560     2,841,522     None                 97%

Admiral Housing Limited Partnership
Admiral Court
Philadelphia, PA                                           46     1,900,000     1,900,000     2,383,364     Section 8            99%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Prarieland Property of Syracuse, L.P. 
Bentley Hill
Syracuse, KS                                             8       52,150       52,150      241,823            FmHA               100%

El Jardin of Davie, Ltd. 
El Jardin
Davie, FL                                              236    2,022,100    2,022,100    7,000,257            Section 8          100%

EDM Housing Associates LTD
    A Limited Partnership
Elmwood Delmar
Aurora, CO                                              95    1,102,025    1,102,025    3,153,787            Section 8          100%

Bridgeport Housing Associates, LTD**
Crestwood
Bridgeport, TX                                          24       95,367       95,367      380,272            FmHA                50%

Willowick Housing Associates, LTD**
Willowick
Gainesville, FL                                         60      311,761      311,761    1,173,756            FmHA                50%

Ellsworth Senior Housing, L.P. 
Kirkendall Heights
Ellsworth, KS                                           12       69,658       69,658      330,049            FmHA                75%

Prairieland Properties of Satanta, L.P. 
Ponca Manor
Satanta, KS                                              8       49,915       49,915      224,573            FmHA               100%
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



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

Rossville Senior Housing L.P. 
Pearl Place
Rossville, KS                                              10        58,855        58,855       280,550     FmHA                 90%

Columbia Townhouse Associates, L.P. 
Columbia Townhouses
Burlington, IA                                             56       752,450       752,450     1,401,445     Section 8            93%

Quartermill Associates, L.P. 
    A Virginia Limited Partnership
Quartermill
Richmond, VA                                              266     7,705,500     7,705,500     7,215,496     None                 94%

One Main Place Housing
    Associates, LTD**
One Main Place
Little Elm, TX                                             24        80,374        80,374       371,846     FmHA                 58%

Pilot Point Housing Associates, LTD**
Pilot Point
Pilot Point, TX                                            40       113,980       113,980       560,757     FmHA                 70%

Sherwood Arms Housing
    Associates, LTD (A)
Sherwood Arms
Keene, TX
</TABLE>




<PAGE>
<TABLE>
<CAPTION>



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

Crown Point Housing
    Associates, LTD (A)
A Texas Limited Partnership
Crown Point
Venus, TX

Godley Arms Housing
    Associates, LTD (A)
Godley Arms
Godley, TX

South Holyoke Limited Partnership
South Holyoke
Holyoke, MA                                                48      1,119,330      1,119,330      2,791,972      None             99%

Harbour View
    A Limited Partnership
Harbour View
Staten Island, NY                                         122      1,350,000      1,350,000      9,549,824      None            100%

Walker Woods Partners, L.P. 
Walker Woods
Dover, DE                                                  51      1,452,380      1,452,380      2,377,870      None            100%

Boston Financial Texas Properties
    Limited Partnership III**
Lakeway Colony
Lake Dallas, TX                                            40        179,358        179,358        506,396      FmHA             82%

</TABLE>



<PAGE>
<TABLE>
<CAPTION>



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

Eaglewood VIII, L.P. 
    A Limited Partnership
Eaglewood
Covington, TN                                           40      255,000      255,000    1,118,719    FmHA               100%

Georgetown Associates II, L.P. 
Georgetown II
Georgetown, DE                                          50    1,200,000    1,200,000    1,757,575    None                98%

Blue Mountain Associates, L.P. 
    A Massachusetts Limited Partnership
Granite V
Boston, MA                                             217    5,774,113    5,774,113    9,992,836    Section 8           95%

Garden Plain Senior Apts., LTD
Garden Plain
Garden Plain, KS                                        12       70,030       70,030      304,443    FmHA               100%

Fulton Associates I, L.P. 
    A Limited Partnership
Fulton, KY                                              24      180,000      180,000      803,264    FmHA               100%

Lone Oak Housing Associates, LTD (A)
Lone Oak
Graham, TX
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



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

West Hallettsville Housing
    Associates, LTD**
Hallet-West
Hallettsville, TX                                       24        66,426        66,426       298,696       FmHA            54%

Glenbrook Housing Associates, LTD (A)
Glenbrook
St. Jo, TX

Eagles Nest Housing
    Associates, LTD**
Eagles Nest
Decatur, TX                                             90       234,376       234,376       936,849       FmHA            43%

Billings Family Housing, L.P. 
Cedar Tree
Billings, MO                                            12        58,855        58,855       284,638       FmHA           100%

Brownsville Associates, L.P. 
Brownsville
Brownsville, TN                                         28       161,665       161,665       789,717       FmHA           100%

Wayne Senior Housing, L.P. 
Sunnyhill Villa
Wayne, NE                                               15        81,205        81,205       431,020       FmHA           100%

Longview Apartments, L.P. 
Longview
Humbolt, KS                                             14        91,635        91,635       400,350       FmHA            92%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

Horseshoe Bend Associates I, L.P. 
Horseshoe Bend
Horseshoe Bend, AR                                24       143,785          143,785       653,056     FmHA                100%

Briarwood Associates II, L.P. 
Briarwood II
Lake Havasua, AZ                                  32       219,030          219,030     1,116,416     FmHA                 94%

North Quail Run Housing
    Associates, LTD (A)
Quail Run
Iowa Park, TX

Smithville Rural Housing
    A Limited Partnership
Smithville
Smithville, MO                                    24       108,025         108,025       549,441     FmHA                100%

Aurora Properties, LTD 
    A Limited Partnership
Aurora East Apartments
Denver, CO                                       125       765,000         765,000     4,069,410     Section 8            96%

Elver Park Limited Partnership II
Elver Park II
Madison, WI                                       56     1,246,385       1,246,385     1,712,115     None                 91%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



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

Elver Park Limited Partnership III
Elver Park III
Madison, WI                                          48     1,047,470     1,047,470     1,485,336    None                 88%

Tuscon Trails Limited Partnership I
Tuscon Trails I
Madison, WI                                          48     1,047,470     1,047,470     1,447,785    None                 94%

Tuscon Trails Limited Partnership II
Tuscon Trails II
Madison, WI                                          48     1,047,470     1,047,470     1,454,623    None                 98%

Pleasant Plaza Housing L.P. 
Pleasant Plaza
Malden, MA                                          125     3,340,138     3,340,138    15,633,537    Section 8            99%

241 Pine Street Associates, L.P.**
241 Pine Street
Manchester, NH                                       50     1,374,298     1,374,298             0    None                 78%

Missouri Rural Housing of
    Oak Grove, L.P. 
Heather Oaks
Oak Grove, MO                                        24       118,828       118,828       564,122    FmHA                100%

Wood Creek Associates
    A New York Limited Partnership
Wood Creek
Calcium, NY                                         104     1,850,000     1,850,000     3,456,957    None                100%

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


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

Breckenridge Creste Apartments, L.P. 
Breckenridge
Duluth, GA                                           164     3,520,000     3,520,000     4,864,270     None                 90%

Willow Lake Partners II, L.P.**
    A Limited Partnership
Willow Lake
Kansas City, MO                                      132     2,130,700     2,130,700     2,764,469     None                 94%

Bolivar Senior Housing, L.P. 
Ashton Heights
Bolivar, MO                                           20        95,360        95,360       469,010     FmHA                100%

Lexington Associates I L.P. 
    A Limited Partnership
Lexington Civic
Lexington, TN                                         24        95,000        95,000       453,662     FmHA                 58%

Riverfront Apartments, L.P. 
Riverfront
Sunbury, PA                                          200     1,984,908     1,984,908     7,945,975     Section 8           100%

Susquehanna View L.P. 
Susquehanna View
Camp Hill, PA                                        201     2,194,314     2,194,314     9,222,525     Section 8           100%

Westgate Associates I, L.P. 
Fouche Valley
Perryville, AR                                        20       131,865       131,865       641,414     FmHA                100%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



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

Altheimer Associates I, L.P. 
Altheimer
Altheimer, AR                                          20        130,375        130,375        600,829       FmHA             100%

The Temple-Kyle L.P.**
Kyle Hotel
Temple, TX                                             64      1,624,100      1,624,100      1,454,127       Section 8         98%

Diversey Square Associates II
Diversey Square II
Chicago, IL                                            48      1,031,825      1,031,825      2,581,192       Section 8        100%

Poplar Village, LTD
Poplar Village
Cumberland, KY                                         36        283,945        283,945      1,207,297       FmHA              97%
                                               ------------   ------------   -----------   ------------
                                                    5,337     75,237,549     75,237,549    190,052,498
                                              ============
Less: **Combined Entities                                      6,210,740      6,210,740      8,447,168
                                                              ------------   -----------   ------------
                                                             $ 69,026,809   $69,026,809   $181,635,330
                                                             ============   ===========   ============
</TABLE>

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

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

 (A)       As of March 31, 1996, the Managing General Partner has transferred or
           is in the  process  of  transferring  all of the assets of six of the
           Texas  Partnerships  subject  to their  liabilities  to  unaffiliated
           entities.  The six Texas Partnerships had total capital contributions
           and   mortgage   payable   amounts  of   $579,230   and   $2,326,548,
           respectively, as of the above dates.



<PAGE>


One Local Limited Partnership,  Quarter Mill Associates L.P., invested in by the
Partnership  represents more than 10% of the total capital  contributions  to be
made  to  Local  Limited  Partnerships  by the  Partnership.  Quarter  Mill is a
266-unit construction apartment complex located in Richmond, Virginia.

Quarter Mill is financed by a  combination  of private and public  sources.  The
first mortgage is at 8.75% interest,  a 40-year term, and is insured by HUD. The
apartment  project is pledged as  collateral  for the note. In addition to this,
there is a subordinated  nonrecourse note payable that is payable each year only
to the extent of 15% of the  property's  net cash  flow,  as defined by the note
agreement.

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

Item 3.  Legal Proceedings

There are  currently  no legal  proceedings  pending or  threatened  against the
Partnership, except as disclosed in Note 12 to the Financial Statements.

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

None.


                                     PART II

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

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

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

As of  March  31,  1996,  there  were  6,284  record  holders  of  Units  of the
Partnership.

Cash distributions,  when made, are paid annually. No cash distribution was paid
in the years ended March 31, 1996, 1995 and 1994.
<PAGE>


Item 6.  Selected Financial Data

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

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

Revenue (C)                                            $  2,380,294    $  1,926,504    $  1,200,399    $    383,610    $    482,403
Equity in losses of Local
  Limited Partnerships (C)                               (4,670,063)     (5,818,976)     (5,887,566)     (6,729,079)     (8,981,105)
Extraordinary gain on
   forgiveness of indebtedness                            1,279,618            --              --              --              --
Per Limited Partnership Unit                                  12.67            --              --              --              --
Net loss                                                 (5,440,551)     (9,002,539)     (7,684,561)     (7,245,217)    (10,437,676)
Per Limited Partnership
  Unit                                                       (53.86)         (89.13)         (76.08)         (71.73)        (103.33)
Cash, cash equivalents and
  marketable securities                                     427,007       2,356,402       3,532,293       4,075,605       4,807,621
Investment in Local Limited
  Partnerships, at original cost (D)                     82,971,102      82,943,526      82,943,526      82,925,507      82,984,227
Total Assets (A)                                         44,371,622      52,653,124      61,386,839      58,154,344      65,168,705
Long term liabilities                                     3,717,871       4,261,945      10,576,185       1,105,380         885,126
Other Data:
Passive loss (B)                                        (11,654,006)    (12,660,771)    (12,568,468)    (10,159,103)    (11,402,610)
Per Limited Partnership
  Unit (B)                                                  (115.37)        (125.34)        (124.43)        (100.58)        (112.89)
Portfolio Income  (B)                                       529,521         470,018         706,189         837,920         867,202
Per Limited Partnership
  Unit (B)                                                     5.24            4.65            6.99            8.30            8.59
Low-Income Housing
  Tax Credits (B)                                        14,056,981      14,088,559      14,056,340      13,949,374      13,619,855
Per Limited Partnership
  Unit (B)                                                   138.47          138.78          138.50          137.41          134.15
Historic Rehabilitation Credits (B)                            --              --              --              --           693,710
Per Limited Partnership Unit (B)                               --              --              --              --              6.87
Local Limited Partnership interests
owned at end of period (E)                                       69              69              69              69              69
</TABLE>

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

(B)  Income  tax  information  is as  of  December  31,  the  year  end  of  the
     Partnership for income tax purposes.  The Low-Income Housing Tax Credit per
     Limited Partnership Unit for 1995, 1994, 1993, 1992 and 1991 represents the
     amount  allocated  to  individual   investors.   Corporate  investors  were
     allocated $144.62,  $144.95, $144.67, $143.57 and $140.28 per Unit in 1995,
     1994, 1993, 1992 and 1991, respectively.


<PAGE>


Item 6.  Selected Financial Data (continued)

(C)  Revenue for the years ended March 31, 1996,  1995,  1994 and 1993  includes
     $2,224,273,  $1,792,997,  $828,978 and $51,030,  respectively of rental and
     other revenues from the Combined  Entities that is included in the combined
     revenue on the Combined Statement of Operations.  Equity in losses of Local
     Limited Partnerships in the years ended March 31, 1996, 1995, 1994 and 1993
     does  not  include  $608,681,   ($857,248),   ($549,275),   and  ($46,575),
     respectively,  of income (losses) from the Combined Entities that have been
     combined  with  the  Partnership's   loss  on  the  Combined  Statement  of
     Operations.

(D)  Investment in Local Limited Partnerships  includes capital contributions to
     Local Limited  Partnerships that have been combined for financial reporting
     purposes.

 (E) At March 31, 1996, the Managing  General  Partner has  transferred or is in
     the process of transferring all of the assets of six the Texas Partnerships
     subject to their liabilities to unaffiliated entities.


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

Liquidity and Capital Resources

The  Partnership  (including the Combined  Entities) had an increase in cash and
cash equivalents of $112,584 for the year ended March 31, 1996. This increase is
attributable  to net proceeds  received from sales and  maturities of marketable
securities  and cash  distributions  received from Local  Limited  Partnerships.
These are partially offset by the repayment of the Kyle's mortgage, purchases of
marketable securities and cash used for operations.

The Managing  General Partner  initially  designated 3% of the Gross Proceeds to
reserves.  The reserves were  established to be used for working  capital of the
Partnership  and  contingencies  related  to  the  ownership  of  Local  Limited
Partnership  interests.  The Managing  General  Partner may increase or decrease
such reserves from time to time, as it deems appropriate.  During the year ended
March 31, 1993,  the Managing  General  Partner  decided to increase the reserve
level to  3.75%.  Funds  approximating  $195,000  have been  withdrawn  from the
reserves  to pay  legal  and  other  costs  related  to the Mod  Rehab  Issue as
previously  discussed.  Additionally,  professional  fees  relating  to  various
property issues totaling approximately  $1,289,000 have been paid from reserves.
This amount includes  approximately  $1,052,000 for the Texas  Partnerships.  To
date, reserve funds in the amount of approximately  $349,000 have also been used
to make additional capital  contributions to two Local Limited  Partnerships and
the Partnership has paid approximately  $1,417,000 (net of paydowns) to purchase
the mortgage of a Local Limited  Partnership.  To date, the Partnership has used
approximately  $457,000 of operating funds to replenish  reserves.  At March 31,
1996, approximately $257,000 of cash, cash equivalents and marketable securities
have been  designated  as  reserves.  Reserves  may be used to fund  Partnership
operating deficits,  if the Managing General Partner deems funding  appropriate.
If  reserves  are not  adequate  to  cover  the  Partnership's  operations,  the
Partnership will seek other financing sources including, but not limited to, the
deferral of Asset  Management Fees paid to an affiliate of the Managing  General
Partner  or  working  with  Local   Limited   Partnerships   to  increase   cash
distributions.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the Partnership might deem it in its best interests
to provide such funds, voluntarily, in order to protect its investment. To date,
in addition to the $1,052,000  noted above,  the  Partnership  has also advanced
approximately  $526,000  to the Texas  Partnerships  and  $174,000  to one Local
Limited Partnership to fund operating deficits.

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

<PAGE>
Cash Distributions

No cash  distributions  were made in the three years ended March 31, 1996. As of
March 31,  1996,  all  required  capital  contributions  have been made to Local
Limited Partnerships. Based on the results of 1995 operations, the Local Limited
Partnerships are not expected to distribute  significant  amounts of cash to the
Partnership  because  such  amounts  will be needed to fund  Property  operating
costs. In addition,  many of the Properties benefit from some type of federal or
state  subsidy,  and as a  consequence,  are  subject  to  restrictions  on cash
distributions. Therefore, it is expected that only a limited amount of cash will
be distributed to investors from this source in the future.

Results of Operations

1996 versus 1995

For the year ended March 31, 1996, Partnership operations resulted in a net loss
of $5,440,551  as compared to a net loss of $9,002,539  for the year ended 1995.
The  decrease in net loss is primarily  attributable  to a decrease in equity in
losses,  lower  general  and  administrative   expenses,   and  cancellation  of
indebtedness income. In addition, for the year ended March 31, 1996 there was no
adjustment to the provision for valuation of investments.

The decrease in equity in losses of Local Limited Partnerships is a result of an
increase in unrecognized  losses relating to certain Local Limited  Partnerships
which cumulative equity in losses and  distributions  exceeded the Partnership's
total  investments  in these Local Limited  Partnerships  during the  comparable
periods.  In  addition,  three of the  Combining  Entities  had  forgiveness  of
indebtedness   income  as  a  result  of  refinancing  and  restructuring.   The
Partnership also liquidated its interests in six Local Limited Partnerships.

The decline in general and administrative  expenses is primarily attributable to
a  reclassification  of legal  expenses  paid out of  reserves  on  behalf  of a
Combined Entity now deemed collectible.  In addition, overall expenses are lower
due to no provision for valuation of investments in Local Limited Partnerships.

1995 versus 1994

The  Partnership's  results  of  operations  for the year ended  March 31,  1995
resulted in a net loss of $9,002,359 as compared to a net loss of $7,684,561 for
the same period in 1994. The increase in net loss is primarily  attributable  to
an increase in the  provision  for  valuation of  investments  in Local  Limited
Partnerships,  a decline in  investment  income and an  increase  in general and
administrative and operation expenses.  Partially  offsetting these increases to
net loss is a decrease in equity in losses of Local Limited  Partnerships and an
increase in rental  revenue.  The increase in the  provision  for valuation is a
result of the Partnership  recognizing a  non-temporary  decline in the carrying
value of its investments in certain Local Limited Partnerships.  The decrease in
investment  income is due to a decrease in the average balance of funds held for
investment which is partially due to losses realized by the Partnership on sales
and  maturities of marketable  securities.  In calendar year 1993, the losses of
Local Limited  Partnerships  included the Texas  Partnerships for a partial year
while in calendar 1994 they were excluded, causing a decrease in losses of Local
Limited  Partnerships.  The  increase  in rental  revenue  and rental  operation
expenses are due to a full year of operations recorded in the Combined Financial
Statements for the Texas Partnerships for calendar 1994 as compared to a partial
year in calendar  1993. The increase in general and  administrative  expenses is
due to an increase in expenses paid on behalf of the Texas Partnerships.

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which is effective for fiscal years
beginning  after  December 15, 1995.  This  standard  requires that the carrying
values of long-lived  assets be reviewed for  recoverability.  Impairment losses
are  recognized  when  future  cash  flows or other  benefits  are less than the
carrying amount of the asset.  The  Partnership  plans to adopt the new standard
for its year
<PAGE>

ending March 31, 1997,  however, it is not expected to have a significant effect
on financial position or results of operations.

Low-Income Housing Tax Credits

The 1995,  1994 and 1993 Tax  Credits  per Unit for  individuals  were  $138.47,
$138.78 and $138.50,  respectively. The 1995, 1994 and 1993 Tax Credits per Unit
for corporations were $144.62, $144.95 and $144.67,  respectively.  The credits,
which have stabilized, are expected to remain stable for the next five years and
then they are  expected to decrease as certain  properties  reach the end of the
ten-year credit period.  The transfer of ownership of the six Texas Partnerships
will result in nominal  recapture  of tax credits  since the Texas  Partnerships
represent only 2% of the Partnership's tax credits.

The Tax Credits per Unit for corporate investors will be slightly higher for the
remaining years of the credit period than that for individual  investors because
certain of the  Properties  took  advantage  of 1990  federal  legislation  that
allowed the  acceleration  of future tax credits to  individuals in the tax year
ended  December 31, 1990.  For those  Properties  that elected to accelerate the
individual credit, the accelerated portion is being amortized over the remainder
of the credit period,  thereby causing a reduction of this and future year's tax
credits  passed  through by those  Properties.  In total,  both  individual  and
corporate investors will be allocated equal amounts of Tax Credits.


Property Discussions

Prior to the  transfer  of six of the Texas  Partnerships,  Limited  Partnership
interests had been acquired in sixty-nine Local Limited  Partnerships  which own
and operate rental properties  located in twenty-four  states.  Forty-two of the
properties,   totaling  3,935  units,   were   rehabilitated   and  twenty-seven
properties,  consisting  of 1,614  units,  were  newly  constructed.  All of the
properties have completed  construction or  rehabilitation  and initial rent-up.
Most of the sixty-nine  Local Limited  Partnerships in which the Partnership has
invested have stable operations.  The majority of these properties are operating
at break-even or above.

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

Willow Lake, located in Kansas City,  Missouri,  continues to improve operations
despite a soft local market and a high  mortgage  interest  rate.  The new Local
General  Partner,  an  affiliate  of the  Partnership,  executed  final  workout
documents in February 1994. An amended workout  agreement  became  effective May
31,  1996,  which  expires  March 31,  1997 with an  option  for a twelve  month
extension.

The  Temple-Kyle  Limited  Partnership  located  in Temple,  Texas,  experienced
financial  difficulties which resulted in a default on its mortgage.  The lender
placed the property  into  involuntary  bankruptcy  in May 1993, as a protective
measure.  In January  1994,  a bankruptcy  trustee was  appointed to oversee the
Local Limited  Partnership's affairs during the bankruptcy  proceedings.  During
1995,  affiliates of the Managing  General Partner reached an agreement with the
lender on a Joint  Disclosure  Statement  and Plan of  Reorganization.  The plan
called for the  Partnership to purchase the mortgage from the current lender for
$850,000  (paid  from  Partnership   reserves)  plus  a  non-recourse   note  of
approximately  $612,000.  The note was collateralized by a letter of credit from
the  Partnership.  The note was paid in full as of March  1996 with  Partnership
reserves.  Affiliates of the Managing General Partner replaced the Local General
Partner and the  management  agent.  The  Bankruptcy  Court  approved  the Joint
Disclosure  Statement on July 12, 1995 and confirmed the Plan of  Reorganization
on September  13, 1995.  The loan  closing
<PAGE>

was held on September 29, 1995. An affiliate of the Managing  General Partner is
currently  working to refinance the  mortgage,  subject to approval by the local
housing authority.

Since June 1993,  affiliates of the Managing  General Partner have been involved
in intensive workout  negotiations with the federal  governmental  lender to the
Texas  Partnerships,  the Rural  Economic  and  Community  Development  Services
(RECDS) (formerly called the Farmers Home  Administration of the U.S. Department
of  Agriculture,  FmHA).  Affiliates of the Managing  General Partner reached an
agreement with RECDS for a comprehensive workout of the Texas Partnerships.  The
workout provided for additional  loans and rental  assistance from RECDS, a debt
service   moratorium   through  July  1995,  and  additional   equity  from  the
Partnership.

Completion of the workout  agreement  proved to be difficult.  As a result,  the
Managing  General  Partner has  transferred or is in the process of transferring
all of the assets of six of the Texas Partnerships  subject to their liabilities
to unaffiliated  entities.  Glenbrook Apartments' transfer was effective June 6,
1996. Five of the properties (Crown Point, Godley Arms, Sherwood Arms, Quail Run
Apartments,  and  Lone Oak  Apartments)  are  being  transferred  to new  owners
effective after March 31, 1996.

The Managing  General  Partner of the  Partnership  has executed an agreement to
sell the general partner  interests in the seven  remaining  Texas  Partnerships
(Crestwood Place, Eagle Nest Apartments, Hallet-West Apartments, One Main Place,
Pilot Point Apartments,  Shady Shores Apartments and Willowick Apartments) to an
unaffiliated buyer. These properties will be restructured into a new partnership
in which the Partnership  will retain a limited partner interest for a period of
time  expected to be about twelve  months.  During this period,  investors  will
continue to receive tax credits from these properties.

For tax  purposes,  these  events  will  result  in both  Section  1231 Gain and
Cancellation of Indebtedness income. In addition, the transfer of ownership will
result in  nominal  recapture  of tax  credits,  since  the  Texas  Partnerships
represent only 2% of the Partnership's tax credits.

It was  previously  reported  that  Harbour View  Associates,  located in Staten
Island,  New York, had defaulted on its HUD-insured loan and the lender assigned
the loan to HUD. A workout  proposal  was  submitted  in  December  1992 and was
initially  approved  by HUD on March 23,  1995.  The Local  General  Partner  is
working  with HUD on the final terms.  HUD has a program to sell all  performing
and  non-performing  mortgages in a public  auctions  that are scheduled to take
place on a  region-to-region  basis  over the next  few  years.  Harbour  View's
mortgage was not included in the auctions  scheduled for April, 1996, but may be
included in a future auction.  If the property's mortgage were assigned to a new
lender, the property's  continued  feasibility will depend on the ability of the
Local  General  Partner or the  Partnership  or their  respective  affiliates to
purchase  the  mortgages  or to negotiate a  satisfactory  arrangement  with the
buyer.

As  previously  reported,  Regency  Square and Rolling  Hills,  both  located in
Dayton,  Ohio, have  experienced low levels of occupancy and rental rates due to
the  deterioration of the local economy and the  neighborhoods in which they are
located.  The mortgages of both properties have been assigned to HUD and workout
plans were submitted to the agency but were rejected. In 1993, the Local General
Partner  engaged a new  management  company and  occupancy  has been  improving,
although still below satisfactory levels. Operating deficits have been funded by
accruing  interest  expense.  In February  1995,  HUD notified the Local General
Partner of its intention to foreclose upon Rolling Hills and Regency Square.  An
affiliate  of the  Managing  General  Partner  became  actively  involved in the
discussions with HUD to achieve work outs for these  properties.  Recently,  HUD
issued a written  approval on three-year  workout  proposals on these properties
which  include  the  termination  of any  foreclosure  action  in  exchange  for
additional capital to fund capital  improvements.  The workout terms were agreed
upon in November  1995,  however,  the agreements  were not officially  approved
until late December  1995. The workout  called for  construction  rehabilitation
work.  Occupancy  levels  were  expected to  increase  significantly  within six
months.  These results have not yet  materialized  and the properties are slated
for inclusion in HUD's non-performing loan auction in August 1996.
<PAGE>
The Massachusetts  Housing Finance Agency ("MHFA") approved a restructuring plan
for Pleasant  Plaza,  located in Malden,  Massachusetts,  in December  1995. The
workout includes  increased  subsidy,  the availability of $1.3 million from the
Local General  Partner's  letter of credit to fund operating  deficits,  and the
option to commit,  at the  maturity  of the debt,  25% of the units  towards low
income use in  perpetuity.  The property has been  operating at a deficit due to
its debt  structure;  however,  the deficits  are covered by  operating  deficit
escrows of the Local  General  Partner and by the workout  plan.  As  previously
reported,  affiliates  and a  principal  of the sole owner of the Local  General
Partner of  Pleasant  Plaza  filed for  reorganization  under  Chapter 11 of the
Bankruptcy Code in 1992. A preliminary Plan of Reorganization was recently to be
submitted to the court.

Breckenridge  Creste,  located in Duluth,  GA, has been  experiencing  financial
difficulties.  Increased  vacancies  and  a  weak  rental  market  and  deferred
maintenance are major factors. An agreement was reached to allow admission of an
affiliate of the Partnership as General Partner under certain circumstances. The
Managing  General Partner is actively  working with the Local General Partner to
replace  the  management  agent  and to  develop  a plan to  stabilize  property
operations.  Any change in the management  agent will be subject to the lender's
approval.

Shoreline and  Waterfront,  Buffalo,  New York  properties  which share a common
Local General Partner, have been experiencing occupancy problems due to the soft
rental  market.  The Local General  Partner is increasing  marketing  efforts to
improve  occupancy.  Both properties have received  approval for state grants to
improve  security  systems.  The  properties  carry cash flow mortgages from the
State.

The  original  General  Partner  of  Admiral  Court,  located  in  Philadelphia,
Pennsylvania,  was recently  replaced by a new Local  General  Partner,  Friends
Rehabilitation  Program,  Inc., a leading  non-profit  manager and  developer of
affordable housing in Philadelphia. The new Local General Partner refinanced the
property's mortgage which resulted in lower debt service payments.


Inflation and Other Economic Factors

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

As some  Properties  benefit  from  some  form  of  government  assistance,  the
Partnership is subject to the risks  inherent in that area  including  decreased
subsidies, difficulties in finding suitable tenants and obtaining permission for
rent increases. In addition, and Tax Credits allocated to investors with respect
to a Property  are  subject to  recapture  to the extent  that a Property or any
portion thereof ceases to qualify for Tax Credits.

Some of the properties listed in this report are located in areas suffering from
poor economic  conditions.  Such conditions  could have an adverse effect on the
rent or occupancy levels at such Properties.  Nevertheless, the Managing General
Partner  believes that the  generally  high demand for below market rate housing
will tend to negate such  factors.  However,  no assurance  can be given in this
regard.


Item 8.  Financial Statements and Supplementary Data

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


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

None.


<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

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

The  Managing  General  Partner  was  incorporated  in August  1988.  William E.
Haynsworth is the Chief Operating  Officer of the Managing General Partner,  and
had  the  primary  responsibility  for  evaluating,  selecting  and  negotiating
investments  for the  Partnership.  The  Investment  Committee  of the  Managing
General  Partner  approved  all  investments.  The  names and  positions  of the
principal  officers and the  directors of the Managing  General  Partner are set
forth below.

     Name                                Position

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

The  other  General  Partner  of the  Partnership  is Arch  Street  III  Limited
Partnership,  a Massachusetts  Limited Partnership ("Arch Street III L.P.") that
was organized in August 1988.  The General  Partners of Arch Street III L.P. are
Messrs. Howell, Haynsworth, and Hawthorne.

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

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

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

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


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

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

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

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

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

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

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


Item 11.  Management Remuneration

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




<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 1996, the following is the only entity known to the  Partnership
to be the  beneficial  owner  of  more  than 5% of the  total  number  of  Units
outstanding:
                                                           Amount
Title of              Name and Address of               Beneficially   Percent
 Class                    Beneficial Owner                 Owned       of Class

Limited               AMP, Incorporated                 10,000 Units     10%
Partner               P.O. Box 3608
                      Harrisburg, PA


The equity  securities  registered by the Partnership under Section 12(g) of the
Act  consist of 100,000  Units,  all of which have been sold to the public as of
March 31, 1996.  Holders of Units are permitted to vote on matters affecting the
Partnership only in certain unusual  circumstances and do not generally have the
right to vote on the operation or management of the Partnership.

As of March 31, 1996,  Arch Street III L.P. owns five  (unregistered)  Units not
included in the 100,000 units sold to the public.

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

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


Item 13.  Certain Relationships and Related Transactions

Information  required  under this Item is  contained  in Note 6 to the  Combined
Financial Statements presented in Item 14.

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

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General  Partner,  currently  manages  Harbour  View,  a  property  in which the
Partnership has invested.  The property management fee charged is equal to 5% of
properties'  gross  revenues.  Included in operating  expenses in the summarized
income  statements  in Note 5 to the Combined  Financial  Statements is $46,915,
$45,845  and  $43,656  of fees  earned  by BFPM  during  1995,  1994  and  1993,
respectively.
<PAGE>
On April 2, 1993, BFPM became the management  agent of Willow Lake. In August of
1993, BFPM became the management agent for the Texas Partnerships.  On September
29, 1995, BFPM became the management agent of The Kyle. The property  management
fee charged is equal to 5% of the  properties'  gross  revenue.  Included in the
Combined  Statements of Operations is $70,315,  $177,185 and $47,448 of property
management  fees  charged  by BFPM  during  1995,  1994 and 1993,  respectively.
Payables to affiliates includes $71,113 and $113,008 of property management fees
at December 31, 1995 and 1994, respectively.

During  1995,  an  affiliate  of  the  Managing  General  Partner  advanced  the
Partnership $22,279 to cover operating deficits. A non-interest bearing note was
executed.

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

Information regarding the fees paid and expense reimbursements made in the three
years ending March 31, 1996 is presented below.

Organizational fees and expenses

In  accordance  with  the  Partnership  Agreement,  Boston  Financial  is  to be
reimbursed by the Partnership for organizational,  offering and selling expenses
advanced on behalf of the Partnership by Boston Financial or its affiliates, and
for salaries and direct  expenses of certain  employees of the Managing  General
Partner and its affiliates in connection with the  registration and organization
of  the  Partnership.   Such  expenses  include  printing  expenses  and  legal,
accounting,  escrow agent and depository  fees and expenses.  Such expenses also
include a non-accountable  expense allowance for marketing  expenses equal to 1%
of gross offering  proceeds.  As of March 31, 1996,  $11,832,395 of organization
fees and expenses  and selling  expenses  incurred on behalf of the  Partnership
were paid and  reimbursed or, to an affiliate of the Managing  General  Partner.
Total  organization  and  offering  expenses  did not  exceed  5.5% of the gross
offering proceeds.

Acquisition fees and expenses

In accordance with the Partnership Agreement, the Partnership is required to pay
acquisition fees to and reimburse  acquisition  expenses of the Managing General
Partner or its affiliates for selecting, evaluating,  structuring,  negotiating,
and  closing  the  Partnership's  investments  in  Local  Limited  Partnerships.
Acquisition  fees  total  7.5%  of  the  gross  offering  proceeds.  Acquisition
expenses,  which include such  expenses as legal fees and  expenses,  travel and
communications expenses, costs of appraisals, accounting fees and expenses, were
estimated  to total 2% of the gross  offering  proceeds.  As of March 31,  1996,
acquisition fees totaling  $7,500,000 for the closing of the Partnership's Local
Limited  Partnership  Investments have been paid to an affiliate of the Managing
General Partner. Acquisition expenses totaling $1,587,834 at March 31, 1996 were
incurred  and have been  reimbursed  to an  affiliate  of the  Managing  General
Partner.  In accordance with the Partnership  Agreement,  15% of the acquisition
fees payable to an affiliate of the Managing  General  Partner is the  "Deferred
Acquisition  Fees".  The  Deferred  Acquisition  Fees have been  deposited in an
interest bearing account and is paid annually, with interest, at the rate of 10%
per year over 10 years.  Installments  began on the  second  anniversary  of the
Prospectus,  November  23,  1990.  As of  March  31,  1996  and  1995,  deferred
acquisition fees payable amounted to $450,000 and $562,506 respectively.

Payments made and expenses reimbursed in each of the three years ended March 31,
1996 are as follows:

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

     Acquisition fees and expenses    -              $     -         $    5,000
     Deferred acquisition fees        112,500         $112,500         $112,500


<PAGE>



Asset Management Fees

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General  Partner  is paid an annual  fee for  services  in  connection  with the
administration  of the  affairs  of the  Partnership.  The  affiliate  currently
receives  $6,601 (as adjusted by the CPI factor) per Local  Limited  Partnership
annually as the Asset Management Fee.

Asset  Management  Fees incurred made in each of the three years ended March 31,
1996 are as follows:

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

     Asset management fees          $447,110          $435,572      $ 424,120

Property Management Fees

An affiliate of the Managing  General Partner is currently the management  agent
of Willow Lake, The Kyle and the Texas Partnerships. The property management fee
charged is equal to 5% of the properties' gross revenue. Fees charged in each of
the three years ended December 31, 1995 are as follows:
                                      1995                 1994           1993
                                    ----------           ---------      -------

     Property management fees        $70,315            $177,185        $47,448

Salaries and benefits expense reimbursements

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

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

     Salaries and benefits expense
      reimbursements                 $182,482          $155,236        $ 145,946

Cash distributions paid to the General Partners

In  accordance  with the  Partnership  Agreement,  the  General  Partners of the
Partnership,  Arch Street  III,  Inc.  and Arch Street III Limited  Partnership,
receive 1% of cash  distributions  made to partners.  No cash distributions were
made to the General Partners in any of the three years ended March 31, 1996.




<PAGE>


                               PART IV

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

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

In  response  to this  portion of Item 14, the  combined  financial  statements,
financial  statement  schedules and the auditors' report relating  thereto,  are
submitted  as a  separate  section  of this  Report.  See Index to the  Combined
Financial Statements and Schedules on page F-1 hereof.

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

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

(a)(3)        See Exhibit Index contained herein.

(a)(3)(b)   None.

(a)(3)(c)   Exhibits

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

   28.   Additional Exhibits

         (a)  28.1 Reports of Other Independent Auditors

         (b)  Audited financial statements of
              Local Limited Partnerships

              1.  None


(a)(3)(d)         None
<PAGE>


                                 SIGNATURES


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

      BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

      By:  Arch Street III, Inc.
           its Managing General Partner




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

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



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




     By:   /s/ Fred N. Pratt, Jr.                   Date:  June 28, 1996
           Fred N. Pratt, Jr.,
           A Managing Director


<PAGE>
Item 8.  Financial Statements and Supplementary Data

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
                             (A Limited Partnership)

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

                                                                                
                                                                 Page No.       
                                                                ------------    
Report of Independent Accountants                                     F-2

Financial Statements

     Combined Balance Sheets - March 31, 1996 and 1995                F-3

     Combined Statements of Operations - For the Years Ended
       March 31, 1996, 1995 and 1994                                  F-4

     Combined Statements of Changes in Partners' Equity
       (Deficiency) - For the Years Ended March 31, 1996,
       1995 and 1994                                                  F-5

     Combined Statements of Cash Flows - For the Years Ended
       March 31, 1996, 1995 and 1994                                  F-6

     Notes to Combined Financial Statements                           F-8

Financial Statement Schedule:

     Schedule III - Real Estate and Accumulated Depreciation          F-26


See also Index to  Exhibits  on Page K-31 for the  financial  statements  of the
Local Limited Partnerships  included as a separate exhibit in this Annual Report
on Form 10-K.


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




<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Boston Financial Qualified Housing Tax Credits L.P. III
(A Limited Partnership)

         We have  audited  the  combined  balance  sheets  of  Boston  Financial
Qualified Housing Tax Credits L.P. III (A Limited Partnership) ("BFQHIII") as of
March 31,  1996 and 1995 and the  related  combined  statements  of  operations,
changes in partners' equity, and cash flows and the financial statement schedule
listed in Item 14(a) of this Report on Form 10-K for the each of the three years
in the period ended March 31, 1996.  These  financial  statements  and financial
statement  schedules  are  the  responsibility  of  BFQHIII's  management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial statement schedules based on our audits. In 1996 and 1995, 84% and 60%
of total assets,  respectively,  and in 1996, 1995 and 1994, 69%, 52% and 74% of
net loss,  respectively,  reflected  in the  combined  financial  statements  of
BFQHIII,  relate to investments in Local Limited  Partnerships  for which we did
not audit the  financial  statements.  The  financial  statements of those Local
Limited  Partnerships  were audited by other  auditors  whose  reports have been
furnished to us, and our opinion,  insofar as it relates to those investments in
Local  Limited  Partnerships,  is based  solely  upon 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 audits to obtain
reasonable assurance about whether the combined financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the combined 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,  based on our audits and the  reports  of other  auditors,  the
combined financial  statements referred to above present fairly, in all material
respects,  the financial position of BFQHIII at March 31, 1996 and 1995, and the
results of its  operations and its cash flows for each of the three years in the
period ended March 31, 1996 in conformity  with  generally  accepted  accounting
principles.  In  addition,  in our  opinion  the  financial  statement  schedule
referred to above,  when considered in relation to the basic combined  financial
statements  taken as a whole,  present  fairly,  in all material  respects,  the
information required to be included therein.






Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 25, 1996




<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)
<TABLE>
<CAPTION>

 
                                                                       
                                                                                 COMBINED BALANCE SHEETS - MARCH 31, 1996 AND 1995

                                                                                                   1996                    1995
                                                                                                 ---------                --------- 
<S>                                                                                           <C>                      <C>  
Assets                                                                                          
Current assets:
   Cash and cash equivalents                                                                  $    268,040             $    155,456
   Accounts receivable, net                                                                         40,757                  160,409
   Interest receivable                                                                                 740                   18,704
   Prepaid expenses                                                                                 35,930                   35,819
   Tenant security deposits                                                                         67,011                   66,473
   Other current assets                                                                             53,656                   78,059
                                                                                              ------------             ------------
     Total current assets                                                                          466,134                  514,920

Investments in Local Limited Partnerships, net
   of reserve for valuation of $1,635,000
   in 1996 and 1995 (Note 4)                                                                    30,216,554               36,694,357
Marketable securities, at fair value (Notes 1 and 3)                                               158,967                2,200,946
Replacement reserves                                                                               168,335                   67,995
Rental property at cost, net of accumulated
   depreciation (Note 6)                                                                        12,818,153               12,508,437
Deferred acquisition fees escrow (Note 5)                                                          450,000                  562,506
Deferred expenses, net of $31,836 and $21,352
   accumulated amortization in 1996 and 1995                                                        93,479                  103,963
                                                                                              ------------             ------------
     Total Assets                                                                             $ 44,371,622             $ 52,653,124
                                                                                              ============             ============

Liabilities and Partners' Equity
Current Liabilities:
   Accounts payable to affiliates (Note 5)                                                    $    755,244             $    356,743
   Accounts payable and accrued expenses                                                           471,328                  343,277
   Current portion of mortgage notes payable (Note 7)                                            4,261,276                6,816,613
   Interest payable                                                                                186,550                  226,147
   Note payable - affiliate (Note 5)                                                                22,279                     --
   Security deposits payable                                                                        60,229                   85,719
                                                                                              ------------             ------------
     Total current liabilities                                                                   5,756,906                7,828,499

Due to affiliate (Note 8)                                                                          323,046                  323,046
Deferred acquisition fees payable (Note 5)                                                         450,000                  562,506
Former general partner advances (Note 9)                                                           200,000                  611,909
Mortgage notes payable (Note 7)                                                                  2,744,825                2,764,484
                                                                                              ------------             ------------
     Total Liabilities                                                                           9,474,777               12,090,444
                                                                                              ------------             ------------

Minority interest in Local Limited Partnerships                                                    341,952                  602,393
                                                                                              ------------             ------------

Commitments and Contingency (Notes 9 and 12)                                                          --                       --

General, Initial and Investor Limited Partners' Equity                                          34,554,881               39,995,432
Net unrealized gains (losses) on marketable securities                                                  12                  (35,145)
                                                                                              ------------             ------------
     Total Partners' Equity                                                                     34,554,893               39,960,287
                                                                                              ------------             ------------
     Total Liabilities and Partners' Equity                                                   $ 44,371,622             $ 52,653,124
                                                                                              ============             ============
</TABLE>
The  accompanying  notes  are an  integral  part  of  these  combined  financial
statements.
<PAGE>
<TABLE>
<CAPTION>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


                                                          COMBINED STATEMENTS OF OPERATIONS
                                                  FOR THE YEARS ENDED MARCH 31, 1996, 1995 AND 1994

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

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

Revenue:
   Rental                                                                     $ 2,143,530          $ 1,727,982          $   767,587
   Investment                                                                      85,858               56,496              142,655
   Other                                                                          150,906              142,026              290,157
                                                                              -----------          -----------          -----------
     Total Revenue                                                              2,380,294            1,926,504            1,200,399
                                                                              -----------          -----------          -----------

Expenses:
   Asset management fees (Note 5)                                                 447,110              435,572              424,120
   General and administrative (includes reimbursements
    to affiliates of $182,482, $155,236, and $145,946,
    respectively) (Note 5)                                                        841,989            1,167,244              573,519
   Bad debt expense                                                                54,351                 --                   --
   Property management fees, related party (Note 5)                                84,715              177,185               47,448
   Rental operations, exclusive of depreciation                                 1,488,464            1,549,436              742,393
   Interest expense (Note 7)                                                      754,480              431,389              283,296
    Provision for valuation of investments
     in Local Limited Partnerships (Note 4)                                          --                675,000              421,815
   Depreciation                                                                   573,735              490,410              310,664
   Amortization                                                                   179,003              192,490              199,687
                                                                              -----------          -----------          -----------
     Total Expenses                                                             4,423,847            5,118,726            3,002,942
                                                                              -----------          -----------          -----------

Loss before equity in losses of Local Limited
   Partnerships and extraordinary item                                         (2,043,553)          (3,192,222)          (1,802,543)

Equity in losses of Local Limited
   Partnerships (Note 4)                                                       (4,670,063)          (5,818,976)          (5,887,566)

Minority interest in (income) losses of
   Local Limited Partnerships                                                      (6,553)               8,659                5,548
                                                                              -----------          -----------          -----------

Net Loss before extraordinary item                                             (6,720,169)          (9,002,539)          (7,684,561)

Extraordinary gain on forgiveness
   of indebtedness (Note 11)                                                    1,279,618                 --                   --
                                                                              -----------          -----------          -----------

Net Loss                                                                      $(5,440,551)         $(9,002,539)         $(7,684,561)
                                                                              ===========          ===========          ===========

Net Loss Allocated:
   To General Partners                                                        $   (54,406)         $   (90,025)         $   (76,846)
   To Limited Partners                                                         (5,386,145)          (8,912,514)          (7,607,715)
                                                                              -----------          -----------          -----------
                                                                              $(5,440,551)         $(9,002,539)         $(7,684,561)
                                                                              ===========          ===========          ===========

Net Loss before extraordinary item
   per Limited Partnership Unit (100,000 Units)                               $    (66.53)         $    (89.13)         $    (76.08)
                                                                              ===========          ===========          ===========

Extraordinary item per Limited
   Partnership Unit (100,000 Units)                                           $     12.67          $      --            $      --
                                                                              ===========          ===========          ===========

Net loss per Limited
   Partnership Unit (100,000 Units)                                           $    (53.86)         $    (89.13)         $    (76.08)
                                                                              ===========          ===========          ===========

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

<PAGE>
<TABLE>
<CAPTION>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



                                           COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                                  FOR THE YEARS ENDED MARCH 31, 1996, 1995 AND 1994

                                                                                                          Net
                                                                       Initial       Investor            Unrealized
                                                      General          Limited        Limited             Gains
                                                      Partners        Partners       Partners            (Losses)        Total


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

Balance at March 31, 1993                       $   (309,020)     $      5,000     $ 56,986,552      $       --        $ 56,682,532

Net change in unrealized losses
    on marketable securities
    available for sale                                  --                --               --             (46,080)          (46,080)

Net Loss                                             (76,846)             --         (7,607,715)             --          (7,684,561)
                                                ------------      ------------     ------------      ------------      ------------

Balance at March 31, 1994                           (385,866)            5,000       49,378,837           (46,080)       48,951,891

Net change in unrealized losses
    on marketable securities
    available for sale                                  --                --               --              10,935            10,935

Net Loss                                             (90,025)             --         (8,912,514)             --          (9,002,539)
                                                ------------      ------------     ------------      ------------      ------------

Balance at March 31, 1995                           (475,891)            5,000       40,466,323           (35,145)       39,960,287

Net change in unrealized losses
    on marketable securities
    available for sale                                  --                --               --              35,157            35,157

Net Loss                                             (54,406)             --         (5,386,145)             --          (5,440,551)
                                                ------------      ------------     ------------      ------------      ------------

Balance at March 31, 1996                       $   (530,297)     $      5,000     $ 35,080,178      $         12      $ 34,554,893
                                                ============      ============     ============      ============      ============
</TABLE>

The  accompanying  notes  are an  integral  part  of  these  combined  financial
statements.

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)

<TABLE>
<CAPTION>

                                                          COMBINED STATEMENTS OF CASH FLOWS
                                                  FOR THE YEARS ENDED MARCH 31, 1996, 1995 AND 1994

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

Net loss                                                                      $(5,440,551)         $(9,002,539)         $(7,684,561)
Adjustments to reconcile net loss to net
  cash used for operating activities:
   Equity in losses of Local Limited Partnerships                               4,670,063            5,818,976            5,887,566
   Bad debt expense                                                                54,351                 --                   --
   Provision for valuation of investments
     in Local Limited Partnerships                                                   --                675,000              421,815
   Cancellation of indebtedness income                                         (1,279,618)                --                   --
   Cash distribution included in net loss                                         (13,456)              (8,577)                --
   Replacement reserves                                                           (66,521)             (11,503)                --
   Amortization and depreciation                                                  752,738              682,900              510,351
   (Gain) loss on sale of marketable securities                                    (4,555)              66,613                 --
   Minority interest in income (loss) of Local
    Limited Partnerships                                                            6,553               (8,659)              (5,548)
   Increase (decrease) in cash arising from changes
    in operating assets and liabilities:
     Other current assets                                                         104,653             (187,669)             (22,784)
     Accounts payable to affiliates                                               408,603              407,029              175,641
     Accounts payable and accrued expenses                                        376,480             (174,147)            (240,777)
                                                                              -----------          -----------          -----------
Net cash used for operating activities                                           (431,260)          (1,742,576)            (958,297)
                                                                              -----------          -----------          -----------

Cash flows from investing activities:
   Investments in Local Limited Partnerships                                         --                   --                 89,647
   Purchases of marketable securities                                          (1,700,979)          (2,799,575)                --
   Proceeds from sales and maturities of
     marketable securities                                                      3,782,670            3,822,762                 --
   Decrease in marketable securities                                                 --                   --                686,452
   Cash distributions received from Local
     Limited Partnerships                                                         345,051              415,959              243,329
   Cash received upon assumption of General Partners
     interest in the Combined Entity                                               43,646                 --                   --
   Decrease in deferred acquisition fee escrow                                    112,506              112,500              112,500
   Payment of deferred acquisition fees                                          (112,506)            (112,500)            (112,500)
   Payment of acquisition fees and expenses                                          --                   --                 (5,000)
   Purchase of fixed assets                                                      (245,961)            (161,889)            (160,942)
   Cash received in assumption of General Partner's
      interest in the Combined Entities                                              --                   --                 52,502
                                                                              -----------          -----------          -----------
Net cash provided by investing activities                                       2,224,427            1,277,257              905,988
                                                                              -----------          -----------          -----------
</TABLE>

The  accompanying  notes  are an  integral  part  of  these  combined  financial
statements.

<PAGE>
<TABLE>
<CAPTION>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


                                                    COMBINED STATEMENTS OF CASH FLOWS (continued)
                                                  FOR THE YEARS ENDED MARCH 31, 1996, 1995 AND 1994

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

Cash flows from financing activities:
   Repayment of General Partner advances                                             --                   --                 (7,787)
   Advances from developer                                                           --                  5,172                 --
   Advances from general partner                                                   50,397              216,039                 --
   Payments to general partner                                                   (173,500)                --                   --
   Advances from mortgages payable                                                   --                179,500              256,008
   Repayment of mortgage notes payable                                           (158,404)             (32,418)              (6,692)
   Advances from affiliate                                                         22,279                 --                   --
   Advances from (payments to) developer                                           13,756                 --                   --
   Capital contributions received                                                  14,522                 --                   --
   Repayment of Local Limited Partnership's mortgage                           (1,462,693)                --                   --
   Repayment of notes receivable affiliate                                         13,060                 --                   --
                                                                              -----------          -----------          -----------
Net cash provided by (used for) financing activities                           (1,680,583)             368,293              241,529
                                                                              -----------          -----------          -----------

Net increase (decrease) in cash and
     cash equivalents                                                             112,584              (97,026)             189,220

Cash and cash equivalents, beginning of year                                      155,456              252,482               63,262
                                                                              -----------          -----------          -----------

Cash and cash equivalents, end of year                                        $   268,040          $   155,456          $   252,482
                                                                              ===========          ===========          ===========

Supplemental Disclosure:
   Cash paid for interest                                                     $   646,380          $   463,131          $    56,166
                                                                              ===========          ===========          ===========

</TABLE>

Non-cash disclosure:

   See  Note 10 for  discussion  of the  change  in  control  of  certain  Texas
Partnerships.

   See Note 11 for discussion of cancellation of indebtedness income.


The  accompanying  notes  are an  integral  part  of  these  combined  financial
statements.

<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



                   Notes to the Combined Financial Statements

1.   Organization

Boston Financial  Qualified Housing Tax Credits L.P. III (the "Partnership") was
formed on August 9, 1988 under the laws of the State of Delaware for the primary
purpose  of  investing,  as a limited  partner,  in other  limited  partnerships
("Local  Limited  Partnerships"),  most  of  which  own  and  operate  apartment
complexes,  most of which  benefit  from  some form of  federal,  state or local
assistance program and each of which qualify for low-income housing tax credits.
The Partnership's objectives are to (i) provide current tax benefits in the form
of tax credits which qualified  investors may use to offset their federal income
tax liability,  ii) preserve and protect the Partnership's capital, iii) provide
limited cash  distributions  which are not expected to constitute taxable income
during Partnership  operations,  and iv) provide cash distributions from sale or
refinancing  transactions.  The  General  Partners of the  Partnership  are Arch
Street III, Inc., which serves as the Managing General Partner,  and Arch Street
III L.P. which also serves as the Initial Limited  Partner.  Both of the General
Partners  are  affiliates  of The Boston  Financial  Group  Limited  Partnership
("Boston Financial"). The fiscal year of the Partnership ends on March 31.

The Certificate and Agreement of Limited Partnership  ("Partnership  Agreement")
authorized  the sale of up to  100,000  units of  Limited  Partnership  Interest
("Units") at $1,000 per Unit,  adjusted for certain  discounts.  The Partnership
raised $99,610,000, ("Gross Proceeds") net of discounts of $390,000, through the
sale of 100,000 Units. Such amounts exclude five  unregistered  Units previously
acquired  for $5,000 by the Initial  Limited  Partner,  which is also one of the
General  Partners.  The offering of Units terminated on May 30, 1989. No further
sale of Units is expected.

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

Under  the  terms  of  the  Partnership  Agreement,  the  Partnership  initially
designated  3% of the Gross  Proceeds  from the sale of Units as a  reserve  for
working  capital of the Partnership  and  contingencies  related to ownership of
Local Limited Partnership  interests.  During the year ended March 31, 1993, the
Managing  General  Partner  decided to increase the reserve  level to 3.75%.  At
March 31,  1996,  the  Managing  General  Partner has  designated  approximately
$257,000 of cash, cash equivalents and marketable securities as such reserve.


2.   Significant Accounting Policies

Basis of Presentation and Combination

The Partnership accounts for its investments in Local Limited Partnerships, with
the exception of the Combined  Entities,  using the equity method of accounting.
Under the equity  method,  the  investment is carried at cost,  adjusted for the
Partnership's  share of net income or loss and for cash  distributions  from the
Local  Limited  Partnerships;  equity in  income  or loss of the  Local  Limited
Partnerships is included  currently in the Partnership's  operations.  Under the
equity method, a Local Limited Partnership  investment will not be carried below
zero.  To the extent that equity losses are incurred or  distributions  received
when  the  Partnership's   carrying  value  of  the  Local  Limited  Partnership
investment has been reduced to a zero balance,  the losses will be suspended and
offset  against future income,  and  distributions  received will be recorded as
income.  For the years ended March 31, 1996,  1995 and 1994, the Partnership did
not recognize  $5,122,569,  $4,088,341 and $3,851,903,  respectively,  of equity
losses relating to Local Limited  Partnerships whose cumulative equity in losses
and distributions exceeded their total investments.



<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

2.   Significant Accounting Policies (continued)

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

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

The Managing  General Partner has elected to report results of the Local Limited
Partnerships on a 90-day lag basis. Accordingly, the financial information about
the Local Limited  Partnerships  that is included in the  accompanying  combined
financial statements is as of December 31, 1995, 1994 and 1993.

On August 26, 1992, an affiliate of the Partnership's  Managing General Partner,
BF Harbour  View,  Inc.,  became the Local  General  Partner of 241 Pine  Street
Associates,  L.P. ("241 Pine Street"),  a Local Limited Partnership in which the
Partnership has invested.  Since the Local General Partner of 241 Pine Street is
now an affiliate of the Partnership, these combined financial statements include
the detailed  financial activity of 241 Pine Street for the years ended December
31, 1993, 1994, and 1995. All significant intercompany balances and transactions
have been eliminated.

On April 2, 1993, an affiliate of the Managing General Partner,  BF Willow Lake,
Inc., became the Local General Partner of Willow Lake Partners II, L.P. ("Willow
Lake"). BF Willow Lake, Inc. replaced the previous  management agent with Boston
Financial  Property  Management,  an affiliate of the Managing  General Partner.
Since the  Local  General  Partner  of Willow  Lake is now an  affiliate  of the
Partnership,  these combined financial statements include the financial activity
of Willow Lake for the period from April 2, 1993 through  December 31, 1993, and
for the years ended  December 31, 1994 and 1995.  All  significant  intercompany
balances and transactions have been eliminated.

On October 6, 1993, an affiliate of the Partnership's  Managing General Partner,
BF Texas  Limited  Partnership,  became  an  additional  Local  General  Partner
responsible for all management  decisions in thirteen Local Limited Partnerships
(the "Texas  Partnerships")  in which the  Partnership  has invested.  Since the
Local  General  Partner of the Texas  Partnerships  is now an  affiliate  of the
Partnership,  these combined financial statements include the financial activity
of the Texas  Partnerships  from November 1, 1993 through  December 31, 1993 and
for the years ended  December 31, 1994 and 1995.  All  significant  intercompany
balances and  transactions  have been  eliminated.  However,  prior to March 31,
1996,  control  of certain  of these  Texas  Partnerships  were  transferred  to
unrelated  parties,  and as  such,  as of that  date,  these  partnerships  were
accounted for on the equity method (see Note 10).

On September 29, 1995, an affiliate of the Managing  General  Partner,  BF Texas
Limited  Partnership,  became  the local  General  Partner  responsible  for all
management  decisions in The  Temple-Kyle  L.P.  ("The  Kyle").  Since the Local
General  Partner  of The  Kyle is now an  affiliate  of the  Partnership,  these
combined  financial  statements  include the financial activity of The Kyle from
October 1, 1995 through December 31, 1995. All significant intercompany balances
and transactions have been eliminated.

The  Partnership  has elected to report the results of 241 Pine  Street,  Willow
Lake, The Kyle and the Texas Partnerships on a 90-day lag basis, consistent with
the presentation of the financial information of all Local Limited Partnerships.
As used herein,  the  ("Combined  Entities")  refers to 241 Pine Street,  Willow
Lake,  The Kyle and the Texas  Partnerships  prior to the  transfer  of  control
described above.


<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

2.   Significant Accounting Policies (continued)

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

Cash Equivalents

Cash equivalents  consist of short-term money market instruments with maturities
when purchased of ninety days or less and approximate fair value.

Marketable Securities

Marketable securities consist primarily of U.S. Treasury instruments and various
asset-backed  investment  vehicles.  On March 31, 1994, the Partnership  adopted
Statement of Financial  Accounting Standards Number 115 - Accounting for Certain
Investments in Debt and Equity  Securities.  In accordance  with this statement,
prior period  financial  statements have not been restated to reflect the change
in accounting  principle.  Under this statement,  the  Partnership's  marketable
securities  are  classified as "Available  for Sale"  securities and reported at
fair value as reported by the brokerage  firm at which the  securities are held.
All marketable securities have fixed maturities.  Realized gains and losses from
the  sales of  securities  are  based  on the  specific  identification  method.
Unrealized  gains and  losses are  excluded  from  earnings  and  reported  as a
separate component of partners' equity.

Effect of recently issued Accounting Standard

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

Rental Property

Real estate and personal  property of the Combined  Entities are recorded at the
lower of depreciated  cost or net  realizable  value.  Valuation  allowances are
established  when the  carrying  value of such assets  exceeds  their  estimated
recoverable  amounts.  The  Combined  Entities  provide for  depreciation  using
primarily the straight-line  method over their estimated useful lives of 3 to 40
years.

Deferred Fees

Willow Lake's deferred financing fees are amortized over 180 months, the term of
the related debt, using the straight-line method.

Rental Income

Rental income,  principally  from  short-term  leases on the Combined  Entities'
apartment  units,  is recognized as income under the accrual method as the rents
become due.



<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



             Notes to the Combined Financial Statements (continued)

2.   Significant Accounting Policies (continued)

Use of Estimates

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

Fair Value of Financial Instruments

Statements  of  Financial   Accounting  Standards  No.  107  ("SFAS  No.  107"),
Disclosures About Fair Value of Financial  Instruments,  requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is  practicable  to estimate  that value.  The scope of SFAS No. 107 excludes
certain financial  instruments,  such as trade receivables and payables when the
carrying value  approximates the fair value and investments  accounted for under
the equity method, and all nonfinancial  assets,  such as real property.  Unless
otherwise described, the fair values of the Partnership's assets and liabilities
which  qualify as financial  instruments  under SFAS No. 107  approximate  their
carrying amounts in the accompanying balance sheets.

Income Taxes

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

Reclassifications

Certain  reclassifications  have been made to prior year financial statements to
conform to the current year presentation.


3.   Marketable Securities

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

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

Debt securities issued by
   the US Treasury                                        $   39,392           $     --             $     (167)           $   39,225

Mortgage backed securities                                    56,715                  583                 --                  57,298

Other debt securities                                         62,848                 --                   (404)               62,444
                                                          ----------           ----------           ----------            ----------

Marketable Securities
   at March 31, 1996                                      $  158,955           $      583           $     (571)           $  158,967
                                                          ==========           ==========           ==========            ==========

Debt securities issued by
   the US Treasury                                        $1,540,330           $     --             $  (13,264)           $1,527,066

Mortgage backed securities                                   501,041                2,878              (22,027)              481,892

Other debt securities                                        194,720                 --                 (2,732)              191,988
                                                          ----------           ----------           ----------            ----------

Marketable Securities
   at March 31, 1995                                      $2,236,091           $    2,878           $  (38,023)           $2,200,946
                                                          ==========           ==========           ==========            ==========

</TABLE>

<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



             Notes to the Combined Financial Statements (continued)

3.   Marketable Securities (continued)

The contractual maturities at March 31, 1996 are as follows:
<TABLE>
<CAPTION>
                                                                                                      Fair
                                                                                         Cost        Value
<S>                                                                                     <C>        <C>
Due in one to five years                                                                $102,240   $101,669
Mortgage backed securities                                                                56,715     57,298
                                                                                        --------   --------
                                                                                        $158,955   $158,967
                                                                                        ========   ========


</TABLE>
                                                                                
Actual maturities may differ from contractual  maturities because some borrowers
have the  right to call or  prepay  obligations.  Proceeds  from the  sales  and
maturities  were  approximately  $3,783,000  and  $3,823,000 for the years ended
March 31, 1996 and 1995,  respectively.  Included in investment income are gross
gains of $24,504 and gross  losses of $19,949  which were  realized on the sales
during the year ended March 31, 1996 and gross gains of $3,167 and gross  losses
of $69,780  which were  realized  on the sales  during the year ended  March 31,
1995.


4.   Investments in Local Limited Partnerships

The  Partnership  uses the equity  method to  account  for its  limited  partner
interests in  fifty-nine  Local  Limited  Partnerships  (excluding  the Combined
Entities) which own and operate  multi-family  housing complexes,  most of which
are government-assisted.  The Partnership,  as Investor Limited Partner pursuant
to the various  Local  Limited  Partnership  Agreements  which  contain  certain
operating and distribution  restrictions,  has generally acquired a 99% interest
in the profits,  losses,  tax credits and cash flows from  operations of each of
the Local Limited Partnerships, except for Granite Colony Apartments and Harbour
View,  where  the  Partnership's  ownership  interest  is 97%,  49% and  48.96%,
respectively.  Upon dissolution,  proceeds will be distributed according to each
respective partnership agreement.
<TABLE>
<CAPTION>

The  following  is a  summary  of  Investments  in Local  Limited  Partnerships,
excluding the Combined Entities, in the years ended March 31:

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

Capital contributions to Local Limited Partnerships
   and purchase price paid to withdrawing partners
   of Local Limited Partnerships                                                       $ 69,606,039    $ 70,650,910    $ 70,650,910

Cumulative equity in loss of Local Limited  Partnerships  (excluding  cumulative
   unrecognized losses of $16,806,562 $11,683,993, and $7,595,652 at March 31,
   1996, 1995 and 1994, respectively)                                                   (42,375,049)    (37,465,458)    (31,646,482)

Cumulative cash distributions received from
   Local Limited Partnerships                                                            (1,328,471)       (974,843)       (567,461)
                                                                                       ------------    ------------    ------------

Investments in Local Limited Partnerships before adjustment                              25,902,519      32,210,609      38,436,967

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                          7,154,323       7,154,323       7,154,323

   Accumulated amortization of acquisition fees and expenses                             (1,205,288)     (1,035,575)       (853,569)
                                                                                       ------------    ------------    ------------

Investments in Local Limited Partnerships                                                31,851,554      38,329,357      44,737,721

Reserve for valuation of investments in
   Local Limited Partnerships                                                            (1,635,000)     (1,635,000)       (960,000)
                                                                                       ------------    ------------    ------------
                                                                                       $ 30,216,554    $ 36,694,357    $ 43,777,721 
                                                                                       ============    ============    ============
</TABLE>


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)




             Notes to the Combined Financial Statements (continued)

4.   Investments in Local Limited Partnerships (continued)

Summarized  financial  information  from the  financial  statements of all Local
Limited Partnerships  accounted for on the equity method (excluding the Combined
Entities  beginning on the date of  combination)  in which the  Partnership  has
invested is as follows:

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

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

Assets:
   Investment property, net                                                 $193,889,556          $201,412,775          $209,490,192
   Other assets, net                                                          14,776,669            14,739,376            17,746,804
   Current assets                                                              6,462,299             6,424,091             6,482,361
                                                                            ------------          ------------          ------------
     Total assets                                                           $215,128,524          $222,576,242          $233,719,357
                                                                            ============          ============          ============

Liabilities and Partners' Equity:
   Mortgages payable, net of current portion                                $164,854,884          $174,825,236          $179,510,721
   Other liabilities                                                          14,753,253            16,879,186            16,691,228
   Current liabilities (includes current
    portion of mortgages payable)                                             26,612,722            12,135,895             8,296,138
                                                                            ------------          ------------          ------------
     Total liabilities                                                       206,220,859           203,840,317           204,498,087
                                                                            ------------          ------------          ------------

Partners' Equity:
   Partnership's equity                                                        8,820,206            17,418,308            28,330,302
   Other partners' equity                                                         87,459             1,317,617               890,968
                                                                            ------------          ------------          ------------
     Total partners' equity                                                    8,907,665            18,735,925            29,221,270
                                                                            ------------          ------------          ------------
   Total liabilities and partners' equity                                   $215,128,524          $222,576,242          $233,719,357
                                                                            ============          ============          ============
</TABLE>
<TABLE>
<CAPTION>

Summarized Income Statements - For
the year ended December 31,

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

Rental and other income                                              $ 32,565,287             $ 31,203,382             $ 30,752,721
                                                                     ------------             ------------             ------------

Expenses:
   Operating expenses                                                  18,500,899               17,206,372               17,168,855
   Interest expense                                                    16,243,002               15,805,646               14,916,188
   Depreciation and amortization                                        8,593,392                8,707,622                8,915,723
                                                                     ------------             ------------             ------------
     Total expenses                                                    43,337,293               41,719,640               41,000,766
                                                                     ------------             ------------             ------------

Net Loss                                                             $(10,772,006)           $(10,516,258)             $(10,248,045)
                                                                     ============             ============             ============

Partnership's share of net loss                                      $ (9,778,580)            $ (9,898,740)            $ (9,739,469)
                                                                     ============             ============             ============
Other partners' share of net loss                                    $   (993,426)            $   (617,518)            $   (508,576)
                                                                     ============             ============             ============
</TABLE>

For the years ended  March 31,  1996,  1995 and 1994,  the  Partnership  has not
recognized $5,122,569,  $4,088,341, and $3,851,903,  respectively,  of equity in
losses relating to certain Local Limited Partnerships in which cumulative equity
in losses  and  distributions  exceeded  its total  investments  in these  Local
Limited Partnerships.

The summarized  financial  information of the Local Limited  Partnerships  above
does not include 241 Pine Street for the years ended December 31, 1995, 1994 and
1993. Willow Lake is excluded for the years ended December 31, 1995 and 1994 and
for the period April 2, 1993 through  December 31, 1993. The Texas  Partnerships
are  excluded  for the year ended  December  31,  1995,  1994 and for the period
November 1, 1993 through December 31,


<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

4.   Investments in Local Limited Partnerships (continued)

1993 and The Kyle is excluded for the period  October 1, 1995  through  December
31, 1995. The balance sheets and statements of operations of these Local Limited
Partnerships are combined with the Partnership's  financial  statements  through
the date that these  partnerships  were  controlled  (see Note 10). As a result,
this summarized information is not comparable from year to year.

The  Partnership's  equity as reflected  by the Local  Limited  Partnerships  of
$8,820,206   differs  from  the  Partnership's   Investments  in  Local  Limited
Partnerships  before  adjustment  of  $25,902,519   principally   because:   the
Partnership  has not recognized  $16,806,562 of equity losses  relating to Local
Limited  Partnerships  whose  cumulative  equity in losses  exceeded their total
investments;  and  purchase  prices  paid to  original  Limited  Partners by the
Partnership  have not been  reflected  in the  balance  sheets of certain  Local
Limited Partnerships.


5.   Transactions with Affiliates

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay certain fees to and reimburse  expenses of the Managing  General Partner and
others in connection  with the  organization of the Partnership and the offering
of its Limited  Partnership Units. As of March 31, 1996, selling commissions and
other issuance  expenses  aggregating  $11,832,395 have been charged directly to
Limited Partners' equity.  Total  organizational and offering expenses exclusive
of  selling  commissions  did  not  exceed  5.5%  of  the  Gross  Proceeds,  and
organizational  and offering expenses  inclusive of selling  commissions did not
exceed 13% of the Gross Proceeds.

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay  acquisition  fees to and  reimburse  acquisition  expenses of the  Managing
General  Partner  or its  affiliates  for  selecting,  evaluating,  structuring,
negotiating  and  closing  the   Partnership's   investments  in  Local  Limited
Partnerships. Acquisition fees total 7.5% of the Gross Proceeds, and acquisition
expenses  were  estimated to total 2% of the Gross  Proceeds.  Acquisition  fees
totaling  $7,500,000  have been paid to an  affiliate  of the  Managing  General
Partner  for  the  closing  of  the  Partnership's   Local  Limited  Partnership
Investments.  Approximately  $1,934,000 of these fees are  classified as capital
contributions  to Local Limited  Partnerships  in the summary of  Investments in
Local  Limited  Partnerships  in Note 4 to the  Combined  Financial  Statements.
Acquisition  expenses  totaling  $1,587,834 were incurred through March 31, 1996
and have been reimbursed to an affiliate of the Managing General Partner.

In  accordance  with the  Partnership  Agreement,  15% of the  acquisition  fees
payable  to an  affiliate  of the  Managing  General  Partner  is the  "Deferred
Acquisition  Fees".  The  Deferred  Acquisition  Fees have been  deposited in an
interest  bearing account and are paid annually,  with interest,  at the rate of
10% per year over 10 years.  Installments began on the second anniversary of the
Prospectus,  November  23,  1990.  As of  March  31,  1996  and  1995,  deferred
acquisition fees payable amounted to $450,000 and $562,506, respectively.

An affiliate of the  Managing  General  Partner  currently  receives  $6,601 (as
adjusted by the CPI factor) per Local Limited Partnership  annually as the Asset
Management Fee for administering the affairs of the Partnership. Included in the
Combined  Statements  of  Operations  are  Asset  Management  Fees of  $447,110,
$435,572  and  $424,120,  for the years  ended  March 31,  1996,  1995 and 1994,
respectively. Payables to affiliates of the Managing General Partner relating to
the  aforementioned  fees and expenses  aggregate $690,845 and $243,735 at March
31, 1996 and 1995, respectively.

An affiliate of the Managing  General  Partner is reimbursed for the actual cost
of the Partnership's operating expenses.  Included in general and administrative
expenses  for the years  ended  March 31,  1996,  1995 and  1994,  is  $182,482,
$155,236 and $145,946,  respectively,  that the Partnership has paid or will pay
as reimbursement for salaries and benefits.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



             Notes to the Combined Financial Statements (continued)

5.   Transactions with Affiliates (continued)

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General  Partner,  currently  manages  Harbour  View,  a  property  in which the
Partnership has invested.  The property management fee charged is equal to 5% of
properties'  gross  revenues.  Included in operating  expenses in the summarized
income  statements  in Note 4 to the Combined  Financial  Statements is $46,915,
$45,845  and  $43,656  of fees  earned  by BFPM  during  1995,  1994  and  1993,
respectively.

On April 2, 1993, BFPM became the management  agent of Willow Lake. In August of
1993, BFPM became the management agent for the Texas Partnerships.  On September
29, 1995, BFPM became the management agent of The Kyle. The property  management
fee charged is equal to 5% of the  properties'  gross  revenue.  Included in the
Combined  Statements of Operations is $70,315,  $177,185 and $47,448 of property
management  fees  charged  by BFPM  during  1995,  1994 and 1993,  respectively.
Payables to affiliates includes $71,113 and $113,008 of property management fees
at December 31, 1995 and 1994, respectively.

During  1995,  an  affiliate  of  the  Managing  General  Partner  advanced  the
Partnership $22,279 to cover operating deficits. A non-interest bearing note was
executed.

6.   Rental Property

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

                                                          1995              1994
                                                   -----------       -----------

Land                                               $   492,599       $   529,609
Building and improvements                           14,816,483        14,117,676
Equipment                                              543,316           514,651
                                                   -----------       -----------
                                                    15,852,398        15,161,936

Less accumulated depreciation                        3,034,245         2,653,499
                                                   -----------       -----------
  Total                                            $12,818,153       $12,508,437
                                                   ===========       ===========

7.   Mortgage Notes Payable

Willow Lake

The original  mortgage  note  payable  consists of a 9.25% per annum note due in
monthly principal and interest installments of $22,878,  maturing on February 1,
2005. The original loan is  collateralized by a first deed of trust covering all
real and personal  property.  The loan was also  collateralized  by an operating
deficit escrow of $58,387 provided by the Local General Partners as security for
the lender in the event of certain defaults under the mortgage loan agreement.

At December  31, 1993 Willow Lake was in default of its  principal  and interest
payments due under the mortgage agreement,  however,  the lender and Willow Lake
executed a workout  commitment  letter in June of 1993  designed  to address the
default.  On February 17, 1994, the parties closed the final workout  agreement.
The terms of the workout agreement which were effective June 1, 1993,  include a
reduction  in the  interest  rates  payable to 7.25% for the period from June 1,
1993 through May 1, 1995 and a reduction in the interest  rates payable to 8.25%
plus 95% of all net cash  flows,  as defined by the workout  agreement,  for the
period  from June 1, 1995  through  May 1, 1996.  Thereafter,  Willow  Lake will
resume payments at the original  contract rate of 9.25%.  Under the terms of the
workout  agreement,  the  difference  in the  interest  payments at the original
contract rate of 9.25% and the


<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



             Notes to the Combined Financial Statements (continued)

7.   Mortgage Notes Payable (continued)

reduced  payment  rates,  required over the term of the workout  period shall be
payable upon  expiration of the workout  period over the  remaining  term of the
note.

All delinquent  amounts under the original  mortgage were paid by Willow Lake on
February 17, 1994 upon closing of the final workout agreement. The delinquencies
were paid out of funds released from an escrow  deposit of $244,000,  which have
been held by an escrow agent pursuant to an operating  reserve escrow  agreement
requiring  deposits  be made to fund  certain  of the  obligations  of the Local
General  Partners  under Willow  Lake's  partnership  agreement,  including  the
payment of operating deficits.

Principal payments required under the above mortgage note which has a balance at
December 31, 1996 and 1995 of $2,764,469 and $2,782,384,  respectively, for each
of the next five years are as follows:

                              Years Ending
                              December 31,

                                 1996   $19,644
                                 1997    21,540
                                 1998    23,619
                                 1999    25,899
                                 2000    28,399

The  terms of the  mortgage  note  and  other  contract  documents  require  the
establishment of restricted deposits and funded reserves to be held and invested
by the mortgagee. These financial instruments potentially subject Willow Lake to
a concentration of credit risk. Due to the  unavailability  of similar loans, it
is not practicable to determine the fair value of this note at March 31, 1996.

Texas Partnerships

The Texas Partnerships and RECD, have entered into an Interest Credit and Rental
Assistance  Agreement that have stated interest rates ranging from 9.5% to 7.25%
and provide for an  effective  interest  rate on the notes  payable to FmHA of 1
percent, plus all rental income over basic rents as determined by the government
(overages)   with   maturities   ranging  from  2016  to  2030.  All  notes  are
collateralized by the respective properties. The principal balances of the Texas
Partnerships'  mortgages  at  December  31,  1995  and  1994  in the  amount  of
$4,228,562  and   $6,816,613,   respectively,   has  been  included  in  current
liabilities due to the defaults.  Due to the unavailability of similar loans, it
is not practicable to determine the fair value of this note at March 31, 1996.

The Kyle

The original mortgage note payable provided for interest at the NationsBank cost
of funds rate plus 2% through July 1, 1997, then prime plus 1% from July 1, 1997
to maturity in June 2005. Monthly principal and interest payments of $13,800 are
due through July 1, 1997, then $17,600 until maturity in 2005. The original loan
is secured by a Deed of Trust,  Assignment,  Security  Agreement  and  Financing
Statement  covering  certain  real  property.  The  Kyle  experienced  financial
difficulties which resulted in a default on its mortgage.  The lender placed the
property into involuntary  bankruptcy in May 1993, as a protective  measure.  In
January 1994, a bankruptcy  trustee was appointed to oversee the Kyle's  affairs
during the bankruptcy  proceedings.  Affiliates of the Managing  General Partner
reached an agreement with the lender on a Joint Disclosure Statement and Plan of
Reorganization.  The plan called for the  Partnership  to purchase  the mortgage
from the current  lender for $850,000  plus a  non-recourse  note for  $612,693,
collateralized by a letter of credit from the Partnership.  This note was repaid
on March 8,  1996.  The debt  restructure  resulted  in a  $846,088  gain on the
cancellation of the old debt. The Bankruptcy Court approved the


<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

7.   Mortgage Notes Payable (continued)

Joint  Disclosure  Statement  on  July  12,  1995,  and  confirmed  the  Plan of
Reorganization on September 13, 1995. The loan closing was held on September 29,
1995.  An  affiliate  of the Managing  General  Partner is currently  working to
refinance the mortgage,  subject to approval by the local housing authority. The
current value of this note approximates its fair value.

8.   Due to affiliate

Under the terms of 241 Pine Street's development agreement, the Developer agreed
to  advance  to the  property  such  funds  as may be  required  to pay  certain
operating  expenses.  Any funds so advanced  are to be repaid by 241 Pine Street
only in certain circumstances.  The amount due to affiliate at December 31, 1995
and 1994  represents  the net  amount  advanced  to 241 Pine  Street  under this
agreement.  In  connection  with these events the Original  General  Partner was
replaced by an affiliated  entity of the  Partnership  .  Therefore,  the amount
previously  reported  as due to  developer  has  been  reclassified  as a due to
affiliate.  Due to the unavailability of similar loans, it is not practicable to
determine the fair value of this note at March 31, 1996.

9.   Former general partner advances

Prior to 1995,  Willow  Lake  incurred  debt of  $662,306  payable to the former
general partners and their affiliates for developer fees,  Partnership advances,
and management  fees. As a result of the settlement  litigation in 1995,  Willow
Lake agreed to pay  $173,500  and issued two  promissory  notes in the amount of
$100,000  each.  Both notes have an annual  interest  rate of 6%.  Principal and
interest on these notes are due and  payable  out of cash flow  commencing  June
1996.  If, in the event Willow Lake is unable to make a cash flow  payment,  the
Partnership  has  guaranteed  one note.  The guarantee of the  Partnership is an
interest payment of $500 per month. The remaining debt ($288,806) was forgiven.

10.    Liquidation of Interests in Local Limited Partnerships

Since June 1993,  affiliates of the Managing  General Partner have been involved
in intensive workout  negotiations with the federal  governmental  lender to the
Texas  Partnerships,  the Rural  Economic  and  Community  Development  Services
(RECDS) (formerly called the Farmers Home  Administration of the U.S. Department
of  Agriculture,  FmHA).  Affiliates of the Managing  General Partner reached an
agreement with RECDS for a comprehensive workout of the Texas Partnerships.  The
workout provided for additional  loans and rental  assistance from RECDS, a debt
service   moratorium   through  July  1995,  and  additional   equity  from  the
Partnership.

Completion of the workout  agreement  proved to be difficult.  As a result,  the
Managing  General  Partner has  transferred or is in the process of transferring
all of the assets of six of the Texas Partnerships  subject to their liabilities
to unaffiliated  entities.  Glenbrook Apartments' transfer was effective June 6,
1996. Five of the properties (Crown Point, Godley Arms, Sherwood Arms, Quail Run
Apartments,  and  Lone Oak  Apartments)  are  being  transferred  to new  owners
effective after March 31, 1996.  Since the new general  partners had assumed the
risks of ownership,  including  funding  operating  deficits  prior to March 31,
1996, the Partnership's investment in these six partnerships has been changed to
the equity method,  effective on the date that control of these partnerships was
assumed  by the  unaffiliated  entities.  There  is no  anticipated  loss on the
transfer.

The Managing  General  Partner of the  Partnership  has executed an agreement to
sell the general partner  interests in the seven  remaining  Texas  Partnerships
(Crestwood Place, Eagle Nest Apartments, Hallet-West Apartments, One Main Place,
Pilot Point Apartments,  Shady Shores Apartments and Willowick Apartments) to an
unaffiliated buyer. These properties will be restructured into a new partnership
in which the Partnership  will retain a limited partner interest for a period of
time  expected to be about twelve  months.  During this period,  investors  will
continue to receive tax credits from these properties.


<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

10.    Liquidation of Interests in Local Limited Partnerships (continued)

For tax  purposes,  these  events  will  result  in both  Section  1231 Gain and
Cancellation of Indebtedness income. In addition, the transfer of ownership will
result in  nominal  recapture  of tax  credits,  since  the  Texas  Partnerships
represent only 2% of the Partnership's tax credits.

11.  Extraordinary Item

For the year ended March 31, 1996,  the  Partnership  recognized  $1,297,618  of
cancellation  of  indebtedness  income.  This is attributed  to three  combining
entities.  The gain on  Willow  Lake was the  result  of a  settlement  with the
original general partner. The settlement involved a cash payment,  assumption of
two notes and  relief of the  remaining  debt to the former  general  partner as
discussed in Note 9. The gains on both The Kyle (Note 7) and Lakeway Colony were
the result of debt restructuring.

12.  Contingency

Lone Oak Housing Associates,  Ltd. (one of the Texas Partnerships which is being
transferred),  is the  defendant in a lawsuit in which the plaintiff has alleged
negligence and deceptive Trade Act violations. The plaintiff's settlement demand
is $500,000.  In the opinion of  management,  this case will not have a material
adverse effect on Lone Oak Housing Associates, Ltd. or the Partnership.

13.  Federal Income Taxes

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


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

Net loss per Combined Statement of Operations                              $ (5,440,551)         $ (9,002,539)         $ (7,684,561)
   Provision for valuation of Investments in
     Local Limited Partnerships not taxable or
     deductible for tax purposes                                                   --                 675,000               421,815
   Operating expenses not deductible in
     current year for tax purposes                                              452,028               132,652               105,319
   Other loss recognized for tax purposes but
     not recognized for book purposes                                          (106,755)                 --                    --
   Operating expenses paid in current year but
     expensed for financial reporting purposes
     in prior year                                                                 --                (105,319)                 --
   Amortization of acquisition fees and expenses
     not deductible for tax purposes                                            168,519               182,006               192,187
   Adjustment to reflect March 31 fiscal year-
     end to December 31 tax year-end                                             27,286               263,928                19,217
   Adjustment for equity in loss of Local Limited
     Partnerships for financial reporting purposes
     under equity in loss for tax purposes                                   (1,091,105)             (242,083)           (1,064,353)
   Adjustment for equity in loss of Local
     Limited Partnerships not recognized for
     financial reporting purposes                                            (5,122,569)           (4,088,341)           (3,851,903)
   Cash distribution included in loss for financial
     reporting purposes                                                         (11,338)               (6,057)                 --
                                                                           ------------          ------------          ------------
Net loss for federal income tax purposes                                   $(11,124,485)         $(12,190,753)         $(11,862,279)
                                                                           ============          ============          ============
</TABLE>


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Federal Income Taxes (continued)

The  differences of the assets and  liabilities of the Partnership for financial
reporting  purposes and tax reporting purposes for the year ended March 31, 1996
are as follows:
<TABLE>
<CAPTION>

                                                         Financial              Tax
                                                         Reporting           Reporting
                                                         Purposes            Purposes          Differences
<S>                                                    <C>                 <C>                 <C>

   Investments in Local Limited Partnerships           $ 30,216,554        $ 16,690,093        $ 13,526,461
   Other assets                                          14,155,068          15,229,455          (1,074,387)
   Liabilities                                            9,474,777           1,197,076           8,277,701

</TABLE>

The  differences in the assets and  liabilities of the Partnership for financial
reporting  purposes are primarily  attributable  to i) for  financial  reporting
purposes the  Partnership  combines the  financial  statements  of sixteen Local
Limited  Partnerships  with its financial  statements;  for tax purposes,  these
entities are carried on the equity  method;  ii) the  cumulative  equity in loss
from Local  Limited  Partnerships,  including  the  Combined  Entities,  for tax
reporting  purposes is  approximately  $20,334,000  greater  than for  financial
reporting   purposes,   including   approximately   $16,807,000  of  losses  the
Partnership has not recognized relating to seventeen Local Limited  Partnerships
whose  cumulative  equity in losses exceeded their total  investments;  iii) the
Partnership  has provided a provision for valuation of $1,635,000  against three
of its  investments  in  Local  Limited  Partnerships  for  financial  reporting
purposes; and iv) organizational and offering costs of approximately $11,832,000
that have been  capitalized for tax reporting  purposes,  are charged to Limited
Partners' equity for financial reporting purposes.




<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

14.  Supplemental Combining Schedules
<TABLE>
<CAPTION>

                                                                 Balance Sheets

                                                             Boston Financial
                                                             Qualified Housing
                                                                Tax Credits             Combined      Eliminations         Combined
                                                                L.P. III (A)           Entities (B)        (A)               (A)
<S>                                                                 <C>               <C>             <C>                <C>

Assets
Current assets:
   Cash and cash equivalents                                         $    94,632      $   173,408      $      --         $   268,040
   Accounts receivable, net                                              481,483           41,863         (482,589)           40,757
   Interest receivable                                                       740             --               --                 740
   Notes receivable                                                    1,441,067             --         (1,441,067)             --
   Prepaid expenses                                                       14,155           21,775             --              35,930
   Tenant security deposits                                                 --             67,011             --              67,011
   Other current assets                                                     --             53,656             --              53,656
                                                                     -----------      -----------      -----------       -----------
     Total current assets                                              2,032,077          357,713       (1,923,656)          466,134

Investments in Local Limited
   Partnerships, net of reserve
     for valuation                                                    33,246,690             --         (3,030,136)       30,216,554
Marketable securities, at fair value                                     158,967             --               --             158,967
Replacement reserves                                                        --            168,335             --             168,335
Rental property at cost, net of
   accumulated depreciation                                                 --         12,818,153             --          12,818,153
Deferred acquisition fees escrow                                         450,000             --               --             450,000
Deferred expenses, net                                                      --             93,479             --              93,479
                                                                     -----------      -----------      -----------       -----------
     Total assets                                                    $35,887,734      $13,437,680      $(4,953,792)      $44,371,622
                                                                     ===========      ===========      ===========       ===========

Liabilities and Partners' Equity
Current liabilities:
   Accounts payable to affiliates                                    $   711,702      $   526,131      $  (482,589)      $   755,244
   Accounts payable and accrued
    expenses                                                             148,860          322,468             --             471,328
   Current portion of mortgage
     notes payable                                                          --          4,302,369          (41,093)        4,261,276
   Interest payable                                                         --            186,550             --             186,550
   Notes payable, affiliate                                               22,279             --               --              22,279
   Security deposits payable                                                --             60,229             --              60,229
                                                                     -----------      -----------      -----------       -----------
     Total current liabilities                                           882,841        5,397,747         (523,682)        5,756,906

Due to affiliate                                                            --            323,046             --             323,046
Deferred acquisition fees payable                                        450,000             --               --             450,000
General partner advances                                                    --            200,000             --             200,000
Mortgage notes payable                                                      --          4,144,799       (1,399,974)        2,744,825
                                                                     -----------      -----------      -----------       -----------
     Total liabilities                                                 1,332,841       10,065,592       (1,923,656)        9,474,777
                                                                     -----------      -----------      -----------       -----------

</TABLE>

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

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

                                                              Balance Sheets (continued)

                                   Boston Financial
                                   Qualified Housing
                                      Tax Credits          Combined        Eliminations       Combined
                                     L.P. III (A)        Entities (B)           (A)              (A)
<S>                                   <C>               <C>               <C>               <C>

Minority interest in Local
   Limited Partnerships                            -                -          341,952           341,952
                                        ------------    -------------     ------------      ------------

General, Initial and Investor Limited
   Partners' Equity                       34,554,881        3,372,088       (3,372,088)       34,554,881
Net unrealized gains on marketable
   securities                                     12                -                -                12
                                        ------------    -------------     ------------      ------------
     Total Partners' Equity               34,554,893        3,372,088       (3,372,088)       34,554,893
                                        ------------    -------------     ------------      ------------
     Total Liabilities and
        Partners' Equity                $ 35,887,734    $  13,437,680    $  (4,953,792)     $ 44,371,622
                                        ============    =============    =============      ============
</TABLE>



(A)  As of March 31, 1996.
(B)  As of December 31, 1995. See Note 2


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)

             Notes to the Combined Financial Statements (continued)

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

                                                               Statements of Operations

                                   Boston Financial
                                   Qualified Housing
                                      Tax Credits          Combined        Eliminations       Combined
                                     L.P. III (A)        Entities (B)           (A)              (A)
<S>                                     <C>                <C>               <C>            <C>

Revenue:
   Rental                               $          -       $ 2,143,530       $        -     $  2,143,530
   Investment                                 78,706             7,152                -           85,858
   Other                                      77,315            73,591                -          150,906
                                        ------------       -----------       ----------     ------------
     Total Revenue                           156,021         2,224,273                -        2,380,294
                                        ------------       -----------       ----------     ------------

Expenses:
   Asset management fees                     447,110                 -                -          447,110
   General and administrative                841,989                 -                -          841,989
   Bad debt expense                           54,351                 -                -           54,351
   Property management fees,
     related party                                 -            84,715                -           84,715
   Rental operations, exclusive
     of depreciation                               -         1,488,464                -        1,488,464
   Interest                                   23,221           731,259                -          754,480
   Depreciation                                    -           573,735                -          573,735
   Amortization                              168,519            10,484                -          179,003
                                        ------------       -----------       ----------     ------------
     Total Expenses                        1,535,190         2,888,657                -        4,423,847
                                        ------------       -----------       ----------     ------------

Loss before equity in losses of Local
   Limited Partnerships and
   extraordinary item                     (1,379,169)         (664,384)               -       (2,043,553)

Equity in losses of Local Limited
   Partnerships                           (4,061,382)                -         (608,681)      (4,670,063)

Minority interest in income of Local
   Limited Partnerships                            -                 -           (6,553)          (6,553)
                                        ------------       -----------       ----------     ------------

Net loss before extraordinary item        (5,440,551)         (664,384)        (615,234)      (6,720,169)

Extraordinary gain on
   forgiveness of indebtedness                     -         1,279,618                -        1,279,618
                                        ------------       -----------       ----------     ------------

Net Income (Loss)                       $ (5,440,551)      $   615,234       $ (615,234)    $ (5,440,551)
                                        ============       ===========       ==========     ============
</TABLE>


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


<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

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

                                                         Statements of Operations (continued)

                                   Boston Financial
                                   Qualified Housing
                                      Tax Credits          Combined        Eliminations       Combined
                                     L.P. III (A)        Entities (B)           (A)              (A)
<S>                                     <C>               <C>                <C>            <C>

Extraordinary gain on
   forgiveness of indebtedness                     -         1,279,618                -        1,279,618
                                        ------------       -----------       ----------     ------------

Net Income (Loss)                       $ (5,440,551)      $   615,234       $ (615,234)    $ (5,440,551)
                                        ============       ===========       ==========     ============


(A) For the year ended March 31, 1996.  
(B) For the year ended December 31, 1995- see Note 2.
</TABLE>


<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

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

                                                                 Statements of Cash Flows

                                         Boston Financial
                                         Qualified Housing
                                            Tax Credits          Combined         Eliminations          Combined
                                           L.P. III (A)        Entities (B)                 (A)             (A)
<S>                                       <C>                 <C>                 <C>                <C>

Net income (loss)                         $   (5,440,551)     $     615,234       $   (615,234)      $  (5,440,551)
Adjustments to reconcile net income
  (loss) to net cash provided by
  (used for) operating activities:
   Equity in losses of Local
     Limited Partnerships                      4,061,382                  -            608,681           4,670,063
   Bad debt expense                               54,351                  -                  -              54,351
   Cancellation of indebtedness
     income                                            -         (1,279,618)                 -          (1,279,618)
   Cash distribution included in
     net loss                                    (13,456)                 -                  -             (13,456)
   Replacement reserves                                -            (66,521)                 -             (66,521)
   Amortization and depreciation                 168,519            584,219                  -             752,738
   Gain on sale of marketable securities          (4,555)                 -                  -              (4,555)
   Minority interest in income
     of Local Limited Partnerships                     -                  -              6,553               6,553
   Increase (decrease) in cash
     arising from changes in operating
     assets and liabilities:
     Other current assets                         10,859             93,794                  -             104,653
     Accounts payable to affiliates              467,967            (59,364)                 -             408,603
     Accounts payable and accrued
     expenses                                      7,073            369,407                  -             376,480
                                          --------------      -------------       ------------       -------------
Net cash provided by (used for)
   operating activities                         (688,411)           257,151                  -            (431,260)
                                          --------------      -------------       ------------       -------------

Cash flows from investing activities:
   Purchases of marketable securities         (1,700,979)                 -                  -          (1,700,979)
   Proceeds from sales and maturities
     of marketable securities                  3,782,670                  -                  -           3,782,670
   Cash distributions received from
     Local Limited Partnerships                  345,051                  -                  -             345,051
   Capital contributions paid to Local
     Limited Partnerships                        (27,576)                 -             27,576                   -
   Cash received upon assumption of
     General Partners interest in the
     Combined Entity                                   -             43,646                  -              43,646

</TABLE>

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III

                             (A Limited Partnership)



             Notes to the Combined Financial Statements (continued)

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

                                                           Statements of Cash Flows (continued)

                                         Boston Financial
                                         Qualified Housing
                                            Tax Credits          Combined         Eliminations      Combined
                                           L.P. III (A)        Entities (B)                 (A)                 (A)
<S>                                       <C>                 <C>                  <C>              <C>

   Decrease in deferred acquisition fee
     escrow                                      112,506                  -                  -             112,506
   Payment of deferred acquisition fee          (112,506)                 -                  -            (112,506)
   Purchase of fixed assets                            -           (245,961)                 -            (245,961)
                                          --------------      -------------       ------------       -------------
Net cash provided by (used for)
   investing activities                        2,399,166           (202,315)            27,576           2,224,427
                                          --------------      -------------       ------------       -------------

Cash flows from financing activities:
   Advances from general partner                       -             50,397                  -              50,397
   Payments to general partner                                     (173,500)                 -            (173,500)
   Repayment of mortgage notes
      payable                                          -           (166,970)             8,566            (158,404)
   Advances from affiliate                        22,279                  -                  -              22,279
   Advances from (payments to)
     developer                                  (272,700)           286,456                  -              13,756
   Capital contributions received                      -             42,098            (27,576)             14,522
   Repayment of Local Limited
     Partnership's mortgage                   (1,462,693)                 -                  -          (1,462,693)
   Repayment of notes
     receivable, affiliate                        21,626                  -             (8,566)             13,060
                                          --------------      -------------       ------------       -------------
Net cash provided by (used for)
   financing activities                       (1,691,488)            38,481            (27,576)         (1,680,583)
                                          --------------      -------------       ------------       -------------

Net increase in
   cash and cash equivalents                      19,267             93,317                  -             112,584

Cash and cash equivalents,
   beginning                                      75,365             80,091                   -            155,456
                                          --------------      -------------       -------------     --------------

Cash and cash equivalents,
   ending                                 $       94,632      $     173,408       $           -     $      268,040
                                          ==============      =============       =============     ==============


(A) For the year ended March 31, 1996.
(B) For the year ended December 31, 1995- see Note 2.
</TABLE>
<PAGE>


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


                                               COST OF INTEREST              NET IMPROVEMENTS
                      NUMBER     TOTAL        AT ACQUISTION DATE        CAPTIALIZED  GROSS AMOUNT AT WHICH CARRIED AT MARCH 31, 1996
                                          ---------------------------                 ----------------------------------------------
                        OF      ENCUM-                 BUILDINGS AND   SUBSEQUENT TO       LAND AND     BUIILDING AND
    DESCRIPTION       UNITS    BRANCES *      LAND     IMPROVEMENTS      ACQUISITON      IMPROVEMENTS    IMPROVEMENTS       TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------

Multi-family residential property:
<S>                   <C>       <C>           <C>        <C>                   <C>       <C>                <C>           <C>

Harbour View           122      9,549,824     $406,704   $11,193,508           $522,754  $    406,704        11,716,262   12,122,966
 Staten Island, NY
Willow Lake Apts**     132      2,764,469      100,000     5,143,801           (100,041)       114,862        5,028,898    5,143,760
 Kansas City, MO
West Dade I            122      4,103,757      626,698     4,572,095            597,462        626,698        5,169,557    5,796,255
 Miami, FL
West Dade II           209      8,408,834    1,213,707     8,416,939          2,527,205      1,118,822       11,039,029   12,157,851
 Miami, FL
Westwood Manor         144      3,424,812      191,987     4,091,974             86,253        191,987        4,178,227    4,370,214
 Flint, MI
Rolling Hills          150      3,107,682       10,000     6,791,690             26,155         57,315        6,770,530    6,827,845
 Dayton, OH
Regency Square         140      3,301,775      150,000     6,777,207             31,232        185,201        6,773,238    6,958,439
 Dayton, OH
Buffalo Shoreline      142      6,178,090      153,588     5,106,986            752,878        153,588        5,859,864    6,013,452
 Buffalo, NY
Buffalo Waterfront     472     22,121,373      202,452    17,775,357          2,315,401        202,452       20,090,758   20,293,210
 Buffalo, NY
Fox Run                150      4,144,226      452,610     5,039,028             86,637        484,554        5,093,721    5,578,275
 Victoria, TX
Boulevard II            19        729,029            0       965,670            384,682         15,600        1,334,752    1,350,352
 Chicago, IL
The Colony             300      8,678,335    1,298,638     8,814,688             96,226        745,200        9,464,352   10,209,552
 Columbia, SC
Boulevard IIA (1)       42      1,603,351       11,786     2,467,433            621,660         34,400        3,066,479    3,100,879
 Chicago, IL
Ashley Place (1)        96      2,841,522           10     3,951,009            860,765             10        4,811,774    4,811,784
 Orlando, FL
Admiral Court           46      2,383,364       60,637     4,751,321            314,692         60,637        5,066,013    5,126,650
 Philadelphia, PA
Syracuse Apartments     8         241,823       17,669       289,821                  0         17,669          289,821      307,490
 Syracuse, KS
El Jardin              236      7,000,257      742,000     8,480,839            200,862        742,000        8,681,701    9,423,701
 Davie, FL
Elmwood Delmar          95      3,153,787       67,097     4,111,291             46,417         74,221        4,150,584    4,224,805
 Aurora, CO
Crestwood Place**       24        380,272        5,000       458,287             24,091          5,000          482,378      487,378
 Bridgeport, TX
Willowick Apts**        60      1,173,756       10,956     1,455,934            142,902         10,956        1,598,836    1,609,792
 Gainesville, TX
Ellsworth Apartments    12        330,049       18,000       390,835                  0         18,000          390,835      408,835
 Ellsworth, KS
Satanta Apartments      8         224,573       23,593       264,336                  0          7,500          280,429      287,929
 Satanta, KS
Rossville Apartments    10        280,550       23,950       259,486             68,583         23,950          328,069      352,019
 Rossville, KS
Columbia Town House     56      1,401,445      167,000       885,042          1,073,710        168,303        1,957,449    2,125,752
 Burlington, IA
Quarter Mill           266      7,215,496    1,139,508     2,530,458         12,658,555      5,551,917       10,776,604   16,328,521
 Richmond, VA
One Main Place**        24        371,846       19,458       414,803             44,690         19,458          459,493      478,951
 Little Elm, TX
Pilot Point**           40        560,757       24,805       575,107            111,241         24,805          686,348      711,153
 Pilot Point, TX
Sherwood Arms (a)       0               0       32,439       658,300           (600,739)             0                0            0
 Keene, TX
Crown Point (a)         0               0       13,642       371,717           (385,359)             0                0            0
 Venus, TX
Godley Arms (a)         0               0       26,156       250,345           (276,501)             0                0            0
 Godley, TX
South Holyoke           48      2,791,972      105,250     4,095,471           (160,695)       105,250        3,934,776    4,040,026
 South Holyoke, MA
Walker Woods            51      2,377,870      159,104     2,954,196          1,008,619        159,104        3,962,815    4,121,919
 Dover, DE
Shady Shores**          40        506,396       30,778       723,316             50,549         30,778          773,865      804,643
 Lake Dallas, TX
Eagle Wood Apts.        40      1,118,719            0     1,382,855             52,491         45,510        1,389,836   1,435,346
 Covington, TN
Georgetown II           50      1,757,575            0     1,079,160          1,726,090              0        2,805,250    2,805,250
 Georgetown, DE
Blue Mountain Apts.    217      9,992,836      618,994    14,308,698            154,034        618,994       14,462,732   15,081,726
 Boston, MA
Garden Plain            12        304,443       15,849       362,584                 54         15,932          362,555      378,487
 Garden Plain, KS
Fulton Apartments       24        803,264            0       985,000             35,000         28,000          992,000    1,020,000
 Fulton, KY
Lone Oak (a)            0               0       34,437       803,419           (837,856)             0                0            0
 Graham, TX
Hallett-West Apts.**    24        298,696       18,500       322,596             42,930         18,500          365,526      384,026
 Hallettsville, TX
Glenbrook (a)           0               0       13,636       310,294           (323,930)             0                0            0
 St. Jo, TX
Eagles Nest**           90        936,849       49,340     1,153,573             90,462         49,340        1,244,035    1,293,375
 Decatur, TX
Billings Family         12        284,638       14,032       327,478              2,856         14,070          330,296      344,366
 Billings, MO
Brownsville             28        789,717       31,000       980,353              3,680         31,000          984,033    1,015,033
 Brownsville, TN
Wayne Senior            15        431,020       30,949       494,381             (1,229)        31,281          492,820      524,101
 Wayne, NE
Longview                14        400,350       29,710       461,233                  0         29,710          461,233      490,943
 Humboldt, KS
Horseshoe Bend          24        653,056       21,780       816,289                  0         21,780          816,289      838,069
 Horseshoe Bend, AR
Briarwood II            32      1,116,416      105,000     1,331,661              4,587        105,000        1,336,248    1,441,248
 Lake Havasua, AZ
Quail Run (a)           0               0        8,158       458,464           (466,622)             0                0            0
 Iowa Park, TX
Smithville              24        549,441       28,840       585,285                957         28,840          586,242      615,082
 Smithville, MO
Aurora East            125      4,069,410      308,324     4,402,417            141,465        308,324        4,543,882    4,852,206
 Denver, CO
Elver Park II           56      1,712,115      348,138     2,509,630             15,617        348,138        2,525,247    2,873,385
 Madison, WI
Elver Park III          48      1,485,336      135,465       582,652          1,804,381        217,507        2,304,991    2,522,498
 Madison, WI
Tucson Trails           48      1,447,785      138,240       588,915          1,795,470        193,866        2,328,759    2,522,625
 Madison, WI
Tucson Trails II        48      1,454,623      138,240       281,704          2,104,333        194,388        2,329,889    2,524,277
 Madison, WI
Pleasant Plaza         125     15,633,537      303,775    15,691,150             52,295        303,775       15,743,445   16,047,220
 Malden, MA
241 Pine Street**       50              0      130,900     2,564,381         (1,451,679)       130,900        1,112,702    1,243,602
 Manchester, NH
Oak Grove               24        564,122       35,000       169,708            508,464         62,586          650,586      713,172
 Oak Grove, MO
Wood Creek             104      3,456,957      475,000     4,203,585          1,398,056        842,496        5,234,145    6,076,641
 Calcium, NY
Brekenridge Creste     164      4,864,270      845,000       811,111          7,479,926        790,200        8,345,837    9,136,037
 Duluth, GA
Bolivar Apartments      20        469,010       30,000       190,970            360,983         30,000          551,953      581,953
 Boliver, MO
Lexington Civic         24        453,662       15,000       650,260            (72,375)        15,000          577,885      592,885
 Lexington, TN
Riverfront Apartments  200      7,945,975      140,333     9,845,838            468,237        140,333       10,314,075   10,454,408
 Sunbury, PA
Susquehanna View       201      9,222,525      373,702    10,743,951            564,403        373,702       11,308,354   11,682,056
 Camp Hill, PA
Westgate Associated     20        641,414       45,500       750,700                  0         20,000          776,200      796,200
 Perryville, AR
Altheimer Associates    20        600,829       10,000       725,429              2,346         10,000          727,775      737,775
 Altheirmer, AR
The Temple-Kyle **      64      1,454,127       93,564       931,860          2,670,294         88,000        3,607,718    3,695,718
 Temple, TX
Diversey Square         48      2,581,192       50,000     3,253,496             50,398         50,000        3,303,894    3,353,894
 Chicago, IL
Poplar Village          36      1,207,297       60,000     1,427,725                  0         60,000        1,427,725    1,487,725
 Cumberland, KY

                              ------------------------------------------------------------------------------------------------------
                              190,052,498   12,201,628   211,517,095         41,507,004     16,574,113      248,561,614  265,135,727

Less:  Combined Entities **    (8,447,168)   (611,769)   (16,596,197)         1,265,568       (492,599)     (15,359,799)(15,852,398)

                              ======================================================================================================
                              181,605,330  $11,589,859  $194,920,898        $42,772,572    $16,081,514     $233,201,815 $249,283,329
                              ======================================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                                          LIFE ON WHICH
                                                                         DEPRECTIATION
                              
                              ACCUMULATED     DATE               Date     IS COMPUTED          DATE
                              DEPRECIATON    BUILT            Acquired     (YEARS)          ACQUIRED
                              -------------------------------------------------------------------------
<S>                           <C>                <C>             <C>        <C>            <C>
Multi-family residential property:

Harbour View                   $    2,175,625     1990            09/01/89  5-40           09/29/89
 Staten Island, NY
Willow Lake Apts**              1,283,975         1989            12/20/89  5-40           12/20/89
 Kansas City, MO
West Dade I                     1,361,105      Various            12/31/88  5-40           12/31/88
 Miami, FL
West Dade II                    2,735,022      Various            12/31/88  5-40           12/31/88
 Miami, FL
Westwood Manor                  1,290,626      Various            02/21/89  5-40           02/21/89
 Flint, MI
Rolling Hills                   1,797,835         1969             3/13/89  5-40           03/13/89
 Dayton, OH
Regency Square                  1,737,304         1963             3/13/89  5-40           03/13/89
 Dayton, OH
Buffalo Shoreline               1,663,971      Various            04/28/89  5-40           04/28/89
 Buffalo, NY
Buffalo Waterfront              5,714,795      Various            04/27/89  5-40           04/28/89
 Buffalo, NY
Fox Run                         1,180,986         1975            04/10/89  5-40           04/07/89
 Victoria, TX
Boulevard II                      286,366         1920             4/4/89   5-40           04/04/89
 Chicago, IL
The Colony                      3,333,384         1950            05/17/89  5-40           05/19/89
 Columbia, SC
Boulevard IIA (1)                 610,826      Various             4/4/89   5-40           04/04/89
 Chicago, IL
Ashley Place (1)                1,121,727         1989             6/23/89  5-40           06/23/89
 Orlando, FL
Admiral Court                     776,789         1920             3/31/89  5-40           06/07/89
 Philadelphia, PA
Syracuse Apartments                79,805         1989            06/01/89  5-40           06/30/89
 Syracuse, KS
El Jardin                       2,017,172         1973             6/15/89  5-40           06/14/89
 Davie, FL
Elmwood Delmar                    949,985         1957            06/05/89  5-40           05/16/89
 Aurora, CO
Crestwood Place**                  80,990         1975            06/05/89  5-40           06/05/89
 Bridgeport, TX
Willowick Apts**                  261,605         1975            06/15/89  5-40           06/30/89
 Gainesville, TX
Ellsworth Apartments               95,378         1975            07/01/89  5-40           07/19/89
 Ellsworth, KS
Satanta Apartments                 70,206         1989            07/28/89  5-40           07/28/89
 Satanta, KS
Rossville Apartments               75,971         1990            07/01/89  5-40           07/28/89
 Rossville, KS
Columbia Town House               477,904         1990            08/01/89  5-40           07/28/89
 Burlington, IA
Quarter Mill                    3,031,919         1990            07/01/89  5-40           08/02/89
 Richmond, VA
One Main Place**                   78,424         1989            08/22/89  5-40           08/22/89
 Little Elm, TX
Pilot Point**                     128,772         1989            08/25/89  5-40           08/22/89
 Pilot Point, TX
Sherwood Arms (a)                       0         1989            08/22/89  N/A            08/22/89
 Keene, TX
Crown Point (a)                         0         1989            08/25/89  N/A            08/22/89
 Venus, TX
Godley Arms (a)                         0         1989            08/21/89  N/A            08/25/89
 Godley, TX
South Holyoke                     735,410         1988            08/29/89  5-40           08/29/89
 South Holyoke, MA
Walker Woods                      562,276         1990            08/01/89  5-40           08/30/89
 Dover, DE
Shady Shores**                    130,965         1989            08/29/89  5-40           08/30/89
 Lake Dallas, TX
Eagle Wood Apts.                  297,648         1990            09/06/89  5-40           09/06/89
 Covington, TN
Georgetown II                     447,302         1990            08/28/89  5-40           09/28/89
 Georgetown, DE
Blue Mountain Apts.             3,504,147      Various            09/29/89  5-40           09/29/89
 Boston, MA
Garden Plain                       97,176         1990            10/01/89  5-40           08/09/89
 Garden Plain, KS
Fulton Apartments                 209,505         1990            10/05/89  5-40           10/05/89
 Fulton, KY
Lone Oak (a)                            0         1990            10/10/89  N/A            10/06/89
 Graham, TX
Hallett-West Apts.**               59,675         1989            10/13/89  5-40           11/20/89
 Hallettsville, TX
Glenbrook (a)                           0         1989            10/02/89  N/A            10/06/89
 St. Jo, TX
Eagles Nest**                     195,700         1989            10/02/89  5-40           10/06/89
 Decatur, TX
Billings Family                    84,233         1989            10/01/89  5-40           08/09/89
 Billings, MO
Brownsville                       308,086         1989            10/01/89  5-40           08/09/89
 Brownsville, TN
Wayne Senior                      117,290         1988            10/01/89  5-40           08/09/89
 Wayne, NE
Longview                           99,249         1988            10/01/89  5-40           10/13/89
 Humboldt, KS
Horseshoe Bend                    256,699         1988            10/01/89  5-40           08/09/89
 Horseshoe Bend, AR
Briarwood II                      391,846         1989            10/01/89  5-40           10/04/89
 Lake Havasua, AZ
Quail Run (a)                           0         1989            10/10/89  N/A            10/06/89
 Iowa Park, TX
Smithville                        119,672         1987            10/01/89  5-40           08/09/89
 Smithville, MO
Aurora East                     1,822,062         1972            10/31/89  5-40           11/06/89
 Denver, CO
Elver Park II                     531,659         1989            11/10/89  5-40           11/09/89
 Madison, WI
Elver Park III                    406,317         1990            11/10/89  5-40           11/09/89
 Madison, WI
Tucson Trails                     408,682         1990            11/22/89  5-40           11/22/89
 Madison, WI
Tucson Trails II                  396,334         1990            11/22/89  5-40           11/23/89
 Madison, WI
Pleasant Plaza                  3,816,214         1989            11/01/89  5-40           12/01/89
 Malden, MA
241 Pine Street**                 430,206         1988            11/30/89  5-40           12/04/89
 Manchester, NH
Oak Grove                         104,858         1991            11/01/89  5-40           11/24/89
 Oak Grove, MO
Wood Creek                      1,351,559         1990            12/15/89  5-40           12/15/89
 Calcium, NY
Brekenridge Creste              1,582,703         1990            12/19/89  5-40           12/19/89
 Duluth, GA
Bolivar Apartments                119,394         1990            12/01/89  5-40           12/15/90
 Boliver, MO
Lexington Civic                   148,263         1990            02/26/90  5-40           12/29/90
 Lexington, TN
Riverfront Apartments           1,694,034         1990            12/27/89  5-40           12/26/89
 Sunbury, PA
Susquehanna View                1,926,500         1988            12/27/89  5-40           12/26/89
 Camp Hill, PA
Westgate Associated               163,448         1990            04/01/90  5-40           05/01/90
 Perryville, AR
Altheimer Associates              153,146         1990            04/01/90  5-40           04/18/90
 Altheirmer, AR
The Temple-Kyle **                383,933         1991            06/12/90  5-40           06/12/90
 Temple, TX
Diversey Square                   728,726         1990            12/01/90  5-40           12/01/90
 Chicago, IL
Poplar Village                    224,634         1991            12/01/90  5-40           12/30/90
 Cumberland, KY

                              ------------
                               58,428,018

Less:  Combined Entities **    (3,034,245)

                              ============
                              $55,393,773
                              ============

</TABLE>






(1) The  aggregate  cost  for  Federal  Income  Tax  purposes  is  approximately
$265,135,727.

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

(a) As of March 31, 1996, the Partnership has  transferrred or is in the process
of transferring  all of the assets of six of the Texas  Partnerships  subject to
their liabilities to unaffiliated entities.
<PAGE>
<TABLE>
<CAPTION>


                     Summary of property owned and accumulated depreciation:

                     Propety Owned  December 31, 1995                                   Accumulated Depreciation  December 31, 1995
                     ---------------------------------------------------------------------------------------------------------------
                       <S>                               <C>                 <C>          <C>                             <C>    
                   
                       Balance at beginning of period                        $248,571,597 Balance at beginning of period$47,158,822
                       Additions during period:                                           Additions during period:
                          Acquisitions through foreclosure        $0                         Eliminations - 1994          2,653,279
                          Other acquisitions                  77,498                         Eliminations - 1995         (3,034,245)
                          Improvements etc.                4,576,477                         Eliminations -  
                                                                                             Properties disposed of        (549,867)
                                                       --------------
                                                                              4,653,975      Depreciation                 9,165,784
                                                                                                                      --------------
                       Deductions during period:                                        Balance at close of period       $55,393,773
                                                                                                                      ==============
                          Cost of real estate and fixed assets     (1,408) 
                          Eliminations - 1994 Combined ent     15,161,716
                          Eliminations - Combined Entitie     (15,852,398) 
                          Fixed assets of properties dispo     (3,250,153)
                                                            -------------
                                                                             (3,942,243)
                                                                     -------------------
                     Balance at close of period                            $249,283,329
                                                                     ===================




                     Propety Owned  December 31, 1994                                   Accumulated Depreciation  December 31, 1994
                     ---------------------------------------------------------------------------------------------------------------
                     Balance at beginning of period                        $248,131,413 Balance at beginning of period   $38,641,221
                       Additions during period:                                           Additions during period:
                          Acquisitions through foreclosure        $0                      Eliminations - 1993 Combined Ent 2,163,088
                          Other acquisitions                 139,171                      Eliminations - Combined Ent    (2,653,279)
                          Improvements etc.                  544,589                        epreciation                   9,007,792
                                                       --------------                                                 --------------
                                                                                683,760 Balance at close of period      $47,158,822
                                                                                                                      ==============
                       Deductions during period:
                          Cost of real estate and fixed asset  (81,907)                                                    
                          Eliminations - 1993 Combined ent  15,000,047
                          Eliminations - Combined Entitie  (15,161,716) 
                          Reclassification to intangible assets      0
                                                       -------- ------
                                                                               (243,576)
                                                                     -------------------
                     Balance at close of period                            $248,571,597
                                                                     ===================


                     Property Owned  December 31, 1993                                  Accumulated Depreciation  December 31, 1993
                     ---------------------------------------------------------------------------------------------------------------
                     Balance at beginning of period                        $265,188,733 Balance at beginning of period  $31,694,393
                       Additions during period:                                           Additions during period:
                          Acquisitions through foreclosure        $0                         Eliminations - 1992 241 Pine   307,225
                          Other acquisitions                 151,561                         Eliminations - Combined ent (2,163,088)
                          Improvements etc.                  249,824                         Depreciation                 8,802,691
                                                       --------------                                                  -------------
                                                                                401,385 Balance at close of period      $38,641,221
                                                                                                                       =============
                       Deductions during period:
                          Cost of real estate sold                 0
                          Eliminations - 1992 241 Pine     1,237,302

</TABLE>

<PAGE>


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

<PAGE>



                  BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
                           (A Limited Partnership)

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

<PAGE>
[Letterhead]

FRIDUSS, LUKEE, SCHIFF & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
4747 WEST PETERSON AVENUE
CHICAGO, ILLINIOS 60646
(312) 777-4445
FAX (312) 777-6557

INDEPENDENT AUDITOR'S REPORT

To the Partners of                                   HUD Field Office Director
DIVERSEY SQUARE ASSOCIATES II                         Chicago, Illinois
Chicago, Illinois

We have audited the accompanying balance sheets of DIVERSEY SQUARE ASSOCIATES II
(An Illinois Limited  Partnership),  Project No.  071-35573,  as of December 31,
1995 and 1994 and the related  statements of profit and loss,  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 audit in accordance with generally  accepted auditing standards
and generally accepted Government Auditing, 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  misstatements.  An  audit  includes  examining,  on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provided a reasonable basis
for our opinion.

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


In accordance with Government Auditing  Standards,  we have also issued a report
dated February 1, 1996 on our  consideration of DIVERSEY SQUARE  ASSOCIATES II's
internal control structure and a report dated February 1, 1996 on its compliance
with laws and regulations.

The supporting data in this report shown on pages 19 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 same
auditing procedures applied in the audit of the basic financial statements,  and
in our opinion, are presented fairly in all material respects in relation to the
basic financial statements taken as a whole.

/s/FRIDUSS, LUKEE, SCHIFF & CO., P.C.

FRIDUSS, LUKEE, SCHIFF & CO., P.C.                                 36-3087225
Certified Public Accountants                             Mr. Bruce C. Schiff
                                                              (312) 777-4445
Chicago, Illinois
February 1, 1996
<PAGE>
[Letterhead]

FRIDUSS, LUKEE, SCHIFF & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
4747 WEST PETERSON AVENUE
CHICAGO, ILLINIOS 60646
(312) 777-4445
FAX (312) 777-6557

INDEPENDENT AUDITOR'S REPORT

To the Partners of                                HUD Field Office Director
DIVERSEY SQUARE ASSOCIATES II                     Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance sheets of DIVERSEY SQUARE  ASSOCIATES
II, Project No. 071-35573, (An Illinois Limited Partnership), as of December 31,
1994 and 1993 and the related  statements of profit and loss,  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 generally accepted Government Auditing,  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  misstatements.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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 DIVERSEY SQUARE ASSOCIATES II as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.  The  supporting  data  included  in this  report  shown on pages 18
through 23 have been  subjected to the same auditing  procedures  applied in the
audit of the basic  financial  statements,  and in our  opinion,  are  presented
fairly in all material  respects in relation to the basic  financial  statements
taken as a whole.


/s/FRIDUSS, LUKEE, SCHIFF & CO., P.C.

FRIDUSS, LUKEE, SCHIFF & CO., P.C.                                  36-3087225
Certified Public Accountants                               Mr. Bruce C. Schiff
                                                                (312) 777-4445
Chicago, Illinois
January 31, 1995

<PAGE>
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Breckenridge Creste Apartments, L.P.

We  have  audited  the  accompanying   balance  sheet  of  Breckenridge   Creste
Apartments,  L.P., (a Georgia Limited Partnership),  as of December 31, 1995 and
the related  statements  of changes in partners'  equity,  operations,  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Breckenridge  Creste Apartments,
L.P. as of December 31,  1995,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

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

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

January 31, 1996
<PAGE>
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Breckenridge Creste Apartments, L.P.

We  have  audited  the  accompanying   balance  sheet  of  Breckenridge   Creste
Apartments,  L.P., (a Georgia Limited Partnership),  as of December 31, 1994 and
the related  statements  of changes in partners'  equity,  operations,  and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

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

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

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

January 31, 1995

<PAGE>
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Breckenridge Creste Apartments, L.P.

We  have  audited  the  accompanying   balance  sheet  of  Breckenridge   Creste
Apartments,  L.P., (a Georgia Limited Partnership),  as of December 31, 1993 and
the related  statements  of changes in partners'  equity,  operations,  and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will continue as a going concern.  The Partnership has not obtained
long-term  financing and the construction  note matures during the current year,
which  raises  doubt  about its  ability to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outsome of this uncertainty.

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

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

February 1, 1994


<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITOR'S REPORT

To the Partners of
EDM Housing Associates, Ltd.
Englewood, Colorado

We have audited the accompanying  balance sheet of EDM Housing Associates,  Ltd.
(a limited partnership),  HUD Project No. 101-94007, as of December 31, 1995 and
the  related  statements  of  profit  and  loss,  changes  in  partners'  equity
(deficiency) and cash flows for the year then ended. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of EDM Housing Associates,  Ltd., HUD
Project  No.  101-94007,  as of  December  31,  1995,  and  the  results  of its
operations and the changes in partners'  equity  (deficiency) and its cash flows
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.

/s/STARK TINTER & ASSOCIATES
January 30, 1996

<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITOR'S REPORT

To the Partners of
EDM Housing Associates, Ltd.
Englewood, Colorado

We have audited the accompanying  balance sheet of EDM Housing Associates,  Ltd.
(a limited partnership),  HUD Project No. 101-94007, as of December 31, 1994 and
the related  statements of profit and loss, changes in partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of EDM Housing Associates,  Ltd., HUD
Project  No.  101-94007,  as of  December  31,  1994,  and  the  results  of its
operations  and the changes in partners'  equity and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/STARK TINTER & ASSOCIATES
February 5, 1995
<PAGE>
[Letterhead]
[LOGO]
GELFOND HOCHSTADT PANGBURN STARK & CO.

INDEPENDENT AUDITOR'S REPORT

To the Partners of
EDM Housing Associates, Ltd.
Englewood, Colorado

We have audited the accompanying  balance sheet of EDM Housing Associates,  Ltd.
(a limited partnership), HUD Project No. 101-94007, as of December 31, 1993, and
the related  statements of profit and loss, changes in partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of EDM Housing Associates,  Ltd., HUD
Project  No.  101-94007,  as of  December  31,  1993,  and  the  results  of its
operations  and the changes in partners'  equity and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ GELFOND HOCHSTADT PANGBURN STARK & CO.

February 8, 1994

<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Fox Run Housing Associates, Ltd.
Englewood, Colorado

We have audited the  accompanying  balance sheet of Fox Run Housing  Associates,
Ltd. (a limited partnership), HUD Project No. 115-94018, as of December 31, 1995
and the  related  statements  of profit and loss,  changes in  partners'  equity
(deficiency) and cash flows for the year then ended. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Fox Run Housing Associates,  Ltd.,
HUD  Project No.  115-94018,  as of December  31,  1995,  and the results of its
operations and the changes in partners'  equity  (deficiency) and its cash flows
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.

/s/STARK TINTER & ASSOCIATES
January 30, 1996
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Fox Run Housing Associates, Ltd.
Englewood, Colorado

We have audited the  accompanying  balance sheet of Fox Run Housing  Associates,
Ltd. (a limited  partnership),  HUD Project No.  115-94018,  as of December  31,
1994, and the related statements of profit and loss, changes in partners' equity
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Fox Run Housing Associates,  Ltd.,
HUD  Project No.  115-94018,  as of December  31,  1994,  and the results of its
operations  and the changes in partners'  equity and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/STARK TINTER & ASSOCIATES
February 5, 1995
<PAGE>
[Letterhead]
[LOGO]
GELFOND, HOCHSTADT PANGBURN STARK & CO.

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Fox Run Housing Associates, Ltd.
Englewood, Colorado

We have audited the  accompanying  balance sheet of Fox Run Housing  Associates,
Ltd. (a limited  partnership),  HUD Project No.  115-94018,  as of December  31,
1993, and the related statements of profit and loss, changes in partners' equity
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Fox Run Housing Associates,  Ltd.,
HUD  Project No.  115-94018,  as of December  31,  1993,  and the results of its
operations  and the changes in partners'  equity and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ GELFOND, HOCHSTADT PANGBURN STARK & CO.

February 8, 1994




<PAGE>
[Letterhead]
[LOGO]
Dauby O'Conner & Zaleski
A Limited Liability Company
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
241 Pine Street Associates, L.P.
Manchester, New Hampshire

We have audited the  accompanying  balance sheet of 241 Pine Street  Associates,
L.P., (a New  Hampshire  Limited  Partnership),  as of December 31, 1995 and the
related  statements of income (loss),  partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provided a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of 241 Pine Street Associates, L.P. as
of December 31, 1995, and the results of its' operations for the year then ended
in conformity with generally accepted accounting principles.

                                               /s/Dauby O'Conner & Zaleski

January 4, 1996                                   Dauby O'Conner & Zaleski
Indianapolis, Indiana                             Certified Public Accountants

<PAGE>
[Letterhead]
[LOGO]
BRAYMAN, TEEL & COMPANY
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
241 Pine Street Associates, L.P.
Manchester, New Hampshire

We have audited the  accompanying  balance  sheet of 241 Pine Street  Associates
Limited Partnership,  (a New Hampshire Limited Partnership),  as of December 31,
1994 and the related statements of (loss), partners' capital, and cash flows for
the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 241 Pine Street  Associates
Limited  Partnership as of December 31, 1994 and the results of its'  operations
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

                                                  /s/Brayman, Teel & Company

February 10, 1995

<PAGE>
[Letterhead]
[LOGO]
BRAYMAN, TEEL & COMPANY
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

To the Partners
241 Pine Street Associates, L.P.
Manchester, New Hampshire

We have audited the  accompanying  balance  sheet of 241 Pine Street  Associates
Limited Partnership,  (a New Hampshire Limited Partnership),  as of December 31,
1993 and the  related  statements  of  revenue  and  expenses,  and  changes  in
partners'  capital 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 241 Pine Street  Associates
Limited  Partnership  as of December 31, 1993 and the results of its  operations
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

                                                    /s/Brayman, Teel & Company

April 4, 1994


<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Brownsville Associates, L.P.
Brownsville, Tennessee

We have audited the accompanying balance sheets of Brownsville Associates, L.P.,
(a  Missouri  limited  partnership),  RECD  Case  No.:  48-038-431399553,  as of
December 31, 1995 and 1994 and the related statements of loss,  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 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  misstatements.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We  believe  that  our  audits  provided  a
reasonable basis for our opinion.

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

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 2, 1996


<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Brownsville Associates, L.P.
Brownsville, Tennessee

We have audited the accompanying balance sheets of Brownsville Associates, L.P.,
(a  Missouri  limited  partnership),  FMHA  Case  No.:  48-038-431399553,  as of
December 31, 1994 and 1993 and the related statements of loss,  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 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  misstatements.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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 Brownsville Associates,  L.P. as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 27, 1995


<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Briarwood Associates II, L.P.

We have audited the  accompanying  balance  sheets of Briarwood  Associates  II,
L.P., (a Missouri limited Partnership),  RECD Case No.: 02-027-431303694,  as of
December 31, 1995 and 1994 and the related statements of loss,  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 audit 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  misstatements.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We  believe  that  our  audits  provided  a
reasonable basis for our opinion.

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

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a whole.  The  supplementary  on pages 8-9 is presented for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such information has been subjected to the same auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.


/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 13, 1996

<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Briarwood Associates II, L.P.

We have audited the  accompanying  balance  sheets of Briarwood  Associates  II,
L.P., (a Missouri limited partnership),  FMHA Case No.: 02-027-431303694,  as of
December 31, 1994 and 1993 and the related statements of loss,  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 audit 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  misstatements.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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 Briarwood Associates II, L.P. as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole. The supplemental on pages 10, 11 and 12
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements.  Such information has been subjected to the same
auditing procedures applied in the audit of the basic financial  statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.


/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 24, 1995


<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying balance sheets of Altheimer Associates I, L.P.,
(a  Missouri  limited  Partnership),  FmHA  Case  No.:  03-035-431479737,  as of
December 31, 1995 and the related statements of loss,  partners' equity and cash
flows for the year ended December 31, 1995.  These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Altheimer Associates I, L.P. as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 3, 1996

<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying  balance sheet of Altheimer Associates I, L.P.,
(a  Missouri  limited  partnership),  as of  December  31,  1993 and the related
statements  of loss,  partners'  equity and cash flows for the year then  ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Altheimer Associates I, L.P. as of
December 31, 1993,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
January 29, 1994



<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Bolivar Senior Housing, L.P.
Wayne, Nebraska

We have audited the accompanying balance sheet of Bolivar Senior Housing,  L.P.,
(a  Missouri  limited  Partnership),  RECD  Case  No.:  29-084-481063570,  as of
December 31, 1995 and the related statements of loss,  partners' equity and cash
flows for the year ended December 31, 1995.  These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Bolivar Senior Housing, L.P. as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
January 31, 1996

<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Bolivar Senior Housing, L.P.

We have audited the accompanying balance sheet of Bolivar Senior Housing,  L.P.,
(a  Missouri  limited  partnership),  as of  December  31,  1993 and the related
statements  of loss,  partners'  equity and cash flows for the year then  ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Bolivar Senior Housing, L.P. as of
December 31, 1993 and the results of its  operations  and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 2, 1994


<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Fulton Associates I LP
(A Limited Partnership)

We have audited the  accompanying  balance  sheets of Fulton  Associates I LP (A
Limited  Partnership),  a FmHA Project, as of December 31, 1995 and 1994 and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Fulton Associates I LP (A Limited
Partnership) as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 3, 1996

<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Fulton Associates I LP
(A Limited Partnership)

We have audited the  accompanying  balance  sheets of Fulton  Associates I LP (A
Limited  Partnership),  a FmHA Project, as of December 31, 1994 and 1993 and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  These  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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 Fulton  Associates I LP (A
Limited  Partnership)  as of  December  31, 1994 and 1993 and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

Our audits  were for the  purpose  of forming an opinion on the basic  financial
statements  taken as a whole.  The  supplementary  information on pages 10-17 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 audit
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 10, 1995

<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Eaglewood VIII LP
(A Limited Partnership)

We have audited the accompanying  balance sheets of Eaglewood VIII LP (A Limited
Partnership),  a FmHA Project,  as of December 31, 1995 and 1994 and the related
statements of  operations,  changes in partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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  Eaglewood  VIII LP (A Limited
Partnership) as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  9,  1996  on our  consideration  of the  limited  partnership's
itnernal control structure and a report dated February 9, 1996 on its compliance
with laws and regulations

/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 9, 1996

<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Eaglewood VIII LP
(A Limited Partnership)

We have audited the accompanying  balance sheets of Eaglewood VIII LP (A Limited
Partnership),  a FmHA Project, as of December 31, 1994 and 1993, and the related
statements of  operations,  changes in partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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  Eaglewood  VIII LP (A Limited
Partnership) as of December 31, 1994 and 1993, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audits  were for the  purpose  of forming an opinion on the basic  financial
statements  taken as a whole.  The  supplementary  information on pages 11-16 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 audit
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 14, 1995


<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Elver Park Limited Partnership III
Madison, Wisconsin

We  have  audited  the  accompanying   balance  sheets  of  Elver  Park  Limited
Partnership III, as of December 31, 1995 and 1994 and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 15, 1996

<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Elver Park Limited Partnership III
Madison, Wisconsin

We  have  audited  the  accompanying   balance  sheets  of  Elver  Park  Limited
Partnership III, as of December 31, 1994 and 1993 and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Elver Park Limited Partnership
III as of December 31, 1994 and 1993, and the results of its operations, changes
in partners'  equity,  and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

/s/Suby, Von Haden & Associates, S.C.

January 25, 1995


<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Elver Park Limited Partnership II
Madison, Wisconsin

We  have  audited  the  accompanying   balance  sheets  of  Elver  Park  Limited
Partnership  II, as of December 31, 1995 and 1994 and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 15, 1996

<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Elver Park Limited Partnership II
Madison, Wisconsin

We  have  audited  the  accompanying   balance  sheets  of  Elver  Park  Limited
Partnership  II, as of December 31, 1994 and 1993 and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 25, 1995


<PAGE>
[Letterhead]
[LOGO]
Robert Ercolini & Company
Certified Public Accountants
Fifty-Five Summer Street
Boston, Massachusetts 02110-1007
Telephone (617) 482-5511
Telecoper (617) 426-5252

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Blue Mountain Associates Limited Partnership               HUD Area Office
Boston, Massachusetts                                    Boston, Massachusetts

We have  audited the  accompanying  balance  sheet of Blue  Mountain  Associates
Limited Partnership.,  (A Massachusetts  Limited  Partnership),  HUD Project No.
023-36609,  as of December  31, 1995 and the  related  statements  of profit and
loss, partners' capital and cash flows for the years then ended. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial  position of Blue Mountain  Associates Limited
Partnership as of December 31, 1995,  and its results of operations,  changes in
partners' capital, 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 26, 1996 on our consideration of Blue Mountain  Associates Limited
Partnership's  internal control  structure,  a reports dated January 26, 1996 on
its compliance with laws and regulations,  and reports dated January 26, 1996 on
its compliance with specific requirements applicable to HUD Programs.

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 14 through 18) is presented for purposes of additional  analysis
and is not a required part of the basic financial  statements.  Such information
has been subjected to the same auditing  procedures  applied in the audit of the
basic  financial  statements  and, in our opinion,  are presented  fairly in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

Robert Ercolini & Company
January 26, 1996

<PAGE>
[Letterhead]
[LOGO]
Robert Ercolini & Company
Certified Public Accountants
Fifty-Five Summer Street
Boston, Massachusetts 02110-1007
Telephone (617) 482-5511
Telecoper (617) 426-5252

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Blue Mountain Associates Limited Partnership               HUD Area Office
Boston, Massachusetts                                   Boston, Massachusetts

We have  audited the  accompanying  balance  sheet of Blue  Mountain  Associates
Limited Partnership.,  (A Massachusetts  Limited  Partnership),  HUD Project No.
023-36609 as of December 31, 1994 and the related  statements of profit and loss
(on HUD Form No. 92410),  partners'  capital,  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and generally  accepted  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 misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial  position of Blue Mountain  Associates Limited
Partnership as of December 31, 1994, 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 13  through  17) is  presented  for the  purpose  of  additional
analysis  and is not a required  part of the basic  financial  statements.  Such
information  has been subjected to the same auditing  procedures  applied in the
audit of the basic  financial  statements  and, in our  opinion,  are  presented
fairly in all material  respects in relation to the basic  financial  statements
taken as a whole.

/s/Robert Ercolini & Company
January 31, 1995

<PAGE>
[Letterhead]
[LOGO]
Robert Ercolini & Company
Certified Public Accountants
Fifty-Five Summer Street
Boston, Massachusetts 02110-1007
Telephone (617) 482-5511
Telecoper (617) 426-5252

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Blue Mountain Associates Limited Partnership                 HUD Area Office
Boston, Massachusetts                                    Boston, Massachusetts

We have  audited the  accompanying  balance  sheet of Blue  Mountain  Associates
Limited Partnership.,  (A Massachusetts  Limited  Partnership),  HUD Project No.
023-36609 as of December 31, 1993 and the related  statements of profit and loss
(on HUD Form No. 92410),  partners'  capital,  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and generally  accepted  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 misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial  position of Blue Mountain  Associates Limited
Partnership as of December 31, 1993, 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 13  through  17) is  presented  for the  purpose  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,  are presented fairly in
all material  respects in relation to the basic financial  statements taken as a
whole.

/s/Robert Ercolini & Company
February 6, 1994


<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Boulevard Commons Limited Partnership IIA
Chicago, Illinois

We have audited the accompanying statement of assets, liabilities, and partners'
equity-income  tax basis of  Boulevard  Commons  Limited  Partnership  IIA.,  (a
Limited  Partnership)  as of December  31, 1995 and the  related  statements  of
operations-income  tax basis,  changes in partners'  equity-income tax basis and
statement  of cash  flows-income  tax  basis  for the  year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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


As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accountants principles.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the assets,  liabilities and partners'  equity of BOULEVARD
COMMONS  LIMITED  Partnership  IIA at December  31,  1995,  and its  operations,
changes in partners'  equity,  and its cash flows for the year then ended on the
basis of accounting described in the notes to the financial statements.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892

January 17, 1996

<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
BOULEVARD COMMONS LIMITED PARTNERSHIP IIA
Chicago, Illinois

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

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

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accountants principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets, liabilities and partners' equity of BOULEVARD
COMMONS  LIMITED  PARTNERSHIP  IIA at December  31,  1994,  and its  operations,
changes in partners'  equity,  and its cash flows for the year then ended on the
basis of accounting described in the notes to the financial statements.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892

January 25, 1995

<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
BOULEVARD COMMONS LIMITED PARTNERSHIP IIA
Chicago, Illinois

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

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

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accountants principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets, liabilities and partners' equity of BOULEVARD
COMMONS  LIMITED  PARTNERSHIP  IIA at December  31,  1993,  and its  operations,
changes in partners'  equity,  and its cash flows for the year then ended on the
basis of accounting described in the notes to the financial statements.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892

January 25, 1994


<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand


INDEPENDENT AUDITOR'S REPORT

To the Partners of
El Jardin of Davie, Ltd.

We have audited the accompanying statement of assets, liabilities, and partners'
capital of El Jardin of Davie, Ltd. (the "Partnership"), as of December 31, 1995
and the  related  statements  of revenues  and  expenses,  changes in  partners'
capital and cash flows for the years then ended. These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion the financial  statements  referred above present fairly,  in all
material  respects,  the  financial  position  of El Jardin of Davie,  Ltd.as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
this  report  (shown  on pages 11  through  18) is  presented  for  purposes  of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements.  Such information has been subjected to the same auditing procedures
applied in the audit of the basic financial  statements and, in our opinion, are
presented  fairly in all  material  respects in relation to the basic  financial
statements taken as a whole.

/s/Coopers & Lybrand L.L.P

Miami, Florida
February 23, 1996

<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand


INDEPENDENT AUDITOR'S REPORT

To the Partners of
El Jardin of Davie, Ltd.

We have audited the accompanying statement of assets, liabilities, and partners'
capital of El Jardin of Davie,  Ltd.  (the  "Partnership"),  as of December  31,
1994, and the related statements of revenues and expenses,  changes in partners'
capital and cash flows for the years then ended. These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion the financial  statements  referred above present fairly,  in all
material  respects,  the  financial  position  of El Jardin of Davie,  Ltd.as of
December 31, 1994,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

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
this  report  (shown  on pages 11  through  18) is  presented  for  purposes  of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements.  Such information has been subjected to the same auditing procedures
applied in the audit of the basic financial  statements and, in our opinion, are
presented  fairly in all  material  respects in relation to the basic  financial
statements taken as a whole.

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

Miami, Florida
February 21, 1995

<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand


INDEPENDENT AUDITOR'S REPORT

To the Partners of
El Jardin of Davie, Ltd.

We have audited the accompanying statement of assets, liabilities, and partners'
capital of El Jardin of Davie,  Ltd.  (the  "Partnership"),  as of December  31,
1993, and the related statements of revenues and expenses,  changes in partners'
capital and cash flows for the years then ended. These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
this  report  (shown  on pages 11  through  18) is  presented  for  purposes  of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements.  Such information has been subjected to the same auditing procedures
applied in the audit of the basic financial  statements and, in our opinion, are
presented  fairly in all  material  respects in relation to the basic  financial
statements taken as a whole.

/s/Coopers & Lybrand
Miami, Florida
February 21, 1994


<PAGE>
[Letterhead]
[LOGO]
Deloitte &                                Certified Public Accountants
Touche LLP                              Suite 1800
                                                  200 South Orange Avenue
                                                  Orlando, Florida  32801
                                                  Telephone: (407) 246-8200
                                                   Fascimile: (407) 422-0936

INDEPENDENT AUDITOR'S REPORT

To the General Partner and Limited Partners of
Ashley Place, Ltd.:

We have audited the accompanying  balance sheet of Ashley Place, Ltd. (a Florida
Limited  Partnership),  as of  December  31,  1995  and the  related  statements
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 these financial  statements based on
our audit.

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

In our opinion the financial  statements  referred above present fairly,  in all
material  respects,  the  financial  position of Ashley  Place,  Ltd. (a Florida
Limited  Partnership) as of December 31, 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/Deloite & Touche LLP

February 2, 1996

<PAGE>
[Letterhead]
[LOGO]
Deloitte &                                Certified Public Accountants
Touche LLP                              Suite 1800
                                                  200 South Orange Avenue
                                                  Orlando, Florida  32801
                                                  Telephone: (407) 246-8200
                                                   Fascimile: (407) 422-0936

INDEPENDENT AUDITOR'S REPORT

To the General Partner and Limited Partners of
Ashley Place, Ltd.:

We have audited the accompanying  balance sheet of Ashley Place, Ltd. (a Florida
Limited  Partnership),  as of  December  31,  1994  and the  related  statements
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 these financial  statements based on
our audit.

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

In our opinion,  the financial  statements referred above present fairly, in all
material  respects,  the  financial  position of Ashley  Place,  Ltd. (a Florida
Limited  Partnership) as of December 31, 1994, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/Deloite & Touche LLP

February 10, 1995

<PAGE>
[Letterhead]
[LOGO]
Deloitte &                                Certified Public Accountants
Touche LLP                              Suite 1800
                                                  200 South Orange Avenue
                                                  Orlando, Florida  32801
                                                  Telephone: (407) 246-8200
                                                   Fascimile: (407) 422-0936

INDEPENDENT AUDITOR'S REPORT

To the General Partner and Limited Partners of
Ashley Place, Ltd.:

We have audited the accompanying  balance sheet of Ashley Place, Ltd. (a Florida
Limited  Partnership),  as of  December  31,  1993  and the  related  statements
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 these financial  statements based on
our audit.

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

In our opinion,  the financial  statements referred above present fairly, in all
material  respects,  the  financial  position of Ashley  Place,  Ltd. (a Florida
Limited  Partnership) as of December 31, 1993, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/Deloite & Touche

February 24, 1994


<PAGE>
[Letterhead]
[LOGO]
Purkey, Carter, Compton, Swann & Carter
Certified Public Accountants
2335 W. Andrew Johnson Highway
P.O. Box 727
Morriston, Tennessee 37815
Telephone (423) 586-4850
Fax (423) 581-8873

INDEPENDENT AUDITOR'S REPORT

General Partners                          Mr. Choice Edward, State Coordinator
Partners                                    U.S. Department of Housing and
The Colony Apartments, L.P.                 Urban Development
1504 Riverview Tower                        Strom Thurmond Federal Building
900 S. Gay Street                           1835-45 Assembly Street. 11th Floor
Knoxville, Tennessee                        Columbia, South Carolina 29201

We have audited the accompanying  balance sheet of The Colony Apartments,  L.P.,
FHA Project No. 054-94002-OMC (a limited  partnership),  as of December 31, 1995
and the related  statements  income,  changes in partners' equity and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion the financial  statements  referred above present fairly,  in all
material respects,  the financial  position of The Colony Apartments,  L.P as of
December  31,  1995,  and the  results  of its  operations  and the  changes  in
partners'  equity  and cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.

<PAGE>
General Partners
The Colony Apartments, L.P.                                          Page 2

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

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements  taken as a whole.  The  supplementary  information  included in this
report  (shown  on pages  26 to 35) is  presented  for  purposes  of  additional
analysis and is not a required  part of the  financial  statements of The Colony
Apartments,  L.P.  Such  information  has been  subjected  to the same  auditing
procedures applied in the audit of the financial statements and, in our opinion,
is  fairly  stated  in all  material  respects  in  relation  to  the  financial
statements taken as a whole.

We attest that our firm, Purkey, Carter, Compton, Swann & Carter meets any legal
requirements concerning registration by the State of South Carolina.

/s/Purkey, Carter, Compton, Swann & Carter
Purkey, Carter, Compton, Swann & Carter
January 22, 1996

<PAGE>
[Letterhead]
[LOGO]
Purkey, Carter, Compton, Swann & Carter
Certified Public Accountants
2335 W. Andrew Johnson Highway
P.O. Box 727
Morriston, Tennessee 37815
Telephone (423) 586-4850
Fax (423) 581-8873

INDEPENDENT AUDITOR'S REPORT

General Partners                         Mr. Choice Edward, State Coordinator
Partners                                   U.S. Department of Housing and
The Colony Apartments, L.P.                 Urban Development
1504 Riverview Tower                       Strom Thurmond Federal Building
900 S. Gay Street                          1835-45 Assembly Street. 11th Floor
Knoxville, Tennessee                        Columbia, South Carolina 29201

We have audited the accompanying  balance sheet of The Colony Apartments,  L.P.,
FHA Project No. 054-94002-OMC (a limited  partnership),  as of December 31, 1994
and the related  statements  income,  changes in partners' equity and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion the financial  statements  referred above present fairly,  in all
material respects,  the financial  position of The Colony Apartments,  L.P as of
December  31,  1993,  and the  results  of its  operations  and the  changes  in
partners'  equity  and cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.

<PAGE>
General Partners
The Colony Apartments, L.P.                                          Page 2

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements  taken as a whole.  The  supplementary  information  included in this
report  (shown  on pages  26 to 34) is  presented  for  purposes  of  additional
analysis and is not a required  part of the  financial  statements of The Colony
Apartments,  L.P.  Such  information  has been  subjected  to the same  auditing
procedures applied in the audit of the financial statements and, in our opinion,
is  fairly  stated  in all  material  respects  in  relation  to  the  financial
statements taken as a whole.

We attest that our firm, Purkey, Carter, Compton, Swann & Carter meets any legal
requirements concerning registration by the State of South Carolina.

/s/Purkey, Carter, Compton, Swann & Carter
Purkey, Carter, Compton, Swann & Carter
January 21, 1995

<PAGE>
[Letterhead]
[LOGO]
Purkey, Carter, Compton, Swann & Carter
Certified Public Accountants
2335 W. Andrew Johnson Highway
P.O. Box 727
Morriston, Tennessee 37815
Telephone (423) 586-4850
Fax (423) 581-8873

INDEPENDENT AUDITOR'S REPORT

General Partners                           Mr. Choice Edward, State Coordinator
Partners                                     U.S. Department of Housing and
The Colony Apartments, L.P.                  Urban Development
1504 Riverview Tower                         Strom Thurmond Federal Building
900 S. Gay Street                           1835-45 Assembly Street. 11th Floor
Knoxville, Tennessee                        Columbia, South Carolina 29201

We have audited the accompanying  balance sheet of The Colony Apartments,  L.P.,
FHA Project No. 054-94002-OMC (a limited  partnership),  as of December 31, 1993
and the related  statements  income,  changes in partners' equity and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion the financial  statements  referred above present fairly,  in all
material respects,  the financial  position of The Colony Apartments,  L.P as of
December  31,  1993,  and the  results  of its  operations  and the  changes  in
partners'  equity  and cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.

<PAGE>
General Partners
The Colony Apartments, L.P.                                          Page 2

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements  taken as a whole.  The  supplementary  information  included in this
report  (shown  on pages  26 to 34) is  presented  for  purposes  of  additional
analysis and is not a required  part of the  financial  statements of The Colony
Apartments,  L.P.  Such  information  has been  subjected  to the same  auditing
procedures applied in the audit of the financial statements and, in our opinion,
is  fairly  stated  in all  material  respects  in  relation  to  the  financial
statements taken as a whole.

We attest that our firm, Purkey, Carter, Compton, Swann & Carter meets any legal
requirements concerning registration by the State of South Carolina.

/s/Purkey, Carter, Compton, Swann & Carter
Purkey, Carter, Compton, Swann & Carter
January 31, 1994


<PAGE>
[Letterhead]
[LOGO]
LARRY O'DONNELL, CPA, P.C.
Office 745-4545                           

Partners
Aurora Properties, Ltd.
d/b/a Aurora East Apartments
Aurora, Colorado

INDEPENDENT AUDITOR'S REPORT


I have audited the accompanying balance sheets of Aurora Properties, Ltd., d/b/a
Aurora East  Apartments,  Project No. 101-10522 (a Limited  Partnership),  as of
December 31, 1995 and 1994 and the related  statements  of profit and loss,  net
worth, and cash flows for the years then ended.  These financial  statements are
the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.

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

In my opinion the financial  statements referred to above present fairly, in all
material  respects,  the financial  position of Aurora  Properties,  Ltd., d/b/a
Aurora East  Apartments as of December 31, 1995 and 1994, and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated February 7, 1996 on my  consideration  of Aurora  Properties,  Ltd., d/b/a
Aurora East Apartments, internal control structure and reports dated February 7,
1996 on its  compliance  with  laws  and  regulations  applicable  to the  basic
financial statements and the major HUD program.

Larry O'Donnell, CPA, PC
February 7, 1996
Federal Identification Number 84-1075467


<PAGE>
[Letterhead]
[LOGO]
LARRY O'DONNELL, CPA, P.C.
Office 745-4545                                          

Partners
Aurora Properties, Ltd.
d/b/a Aurora East Apartments
Aurora, Colorado

INDEPENDENT AUDITOR'S REPORT


I have audited the accompanying balance sheets of Aurora Properties, Ltd., d/b/a
Aurora East  Apartments,  Project No. 101-10522 (a Limited  Partnership),  as of
December 31, 1994 and 1993,  and the related  statements of profit and loss, net
worth, and cash flows for the years then ended.  These financial  statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion the financial  statements referred to above present fairly, in all
material  respects,  the financial  position of Aurora  Properties,  Ltd., d/b/a
Aurora East  Apartments as of December 31, 1994 and 1993, and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

My audit was  conducted  for the  purpose  of  forming  an  opinion on the basic
financial  statements taken as a whole. The  accompanying  information  shown on
pages 8 through 18 is presented for purposes of additional analysis and is not a
required part of the basic financial  statements  and, in my opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.


Larry O'Donnell, CPA, PC
February 10, 1995

<PAGE>
[Letterhead]
[LOGO]
VMCHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants and Business Advisors


INDEPENDENT AUDITOR'S REPORT

To the Partners
Columbia Townhouse Associates Limited Partnership
Des Moines, Iowa

We have audited the accompanying balance sheets of Columbia Townhouse Associates
Limited Partnership, HUD Project No. 074-35189, as of December 31, 1995 and 1994
and the related  statements of profit and loss,  partners' capital (deficit) and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion the  financial  statements  referred  to in the first  paragraph
present fairly, in all material respects, the financial position of
Columbia Townhouse  Associates  Limited  Partnership as of December 31, 1995 and
1994, and the results of its operations, changes in partners' capital (deficit),
and cash flows for the years then ended in conformity  with  generally  accepted
accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated  January 31, 1996 on our
consideration  of  Partnership's  internal  control  structure and reports dated
January 31, 1996 on its  compliance  with  specific  requirements  applicable to
major HUD Programs and specific  requirements  applicable  to  Affirmative  Fair
Housing.

As discussed in Note A, the accompanying financial statements have been prepared
assuming that the Partnership will continue as a going concern.  As shown in the
financial  statements,  the Partnership has incurred  substantial  losses before
depreciation for each of the passed two years.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
recorded assets, or the amounts of  classifications of liabilities that might be
necessary in the event the Partnership cannot continue in existence.

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

/s/Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
January 31, 1996

Other auditor information:
Lead Auditor - Michael W. McNichols
Federal ID Number- 42-1104473

<PAGE>
[Letterhead]
[LOGO]
VMCHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants and Business Advisors


INDEPENDENT AUDITOR'S REPORT

To the Partners
Columbia Townhouse Associates Limited Partnership
Des Moines, Iowa

We have audited the accompanying balance sheets of Columbia Townhouse Associates
Limited Partnership, HUD Project No. 074-35189, as of December 31, 1994 and 1993
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 audit in accordance with generally  accepted auditing standards
and Government  Auditing 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Columbia  Townhouse  Associates
Limited  Partnership  as of December  31, 1994 and 1993,  and the results of its
operations,  changes  in  partners'  capital,  and cash flows for the years then
ended, in conformity with generally accepted accounting principles.

As discussed in Note A, the accompanying financial statements have been prepared
assuming that the Partnership will continue as a going concern.  As shown in the
financial  statements,  the Partnership has incurred  substantial  losses before
depreciation for each of the passed two years.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
recorded assets, or the amounts of  classifications of liabilities that might be
necessary in the event the Partnership cannot continue in existence.
<PAGE>
Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The accompanying supplemental information
(shown on pages 15-21) is presented for the purpose of  additional  analysis and
is not a required part of the basic financial  statements of Columbia  Townhouse
Associates Limited Partnership.  Such information has been subjected to the same
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to the
basic financial statements taken as a whole.

/s/Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
February 17, 1995

Other auditor information:
Lead Auditor - Michael W. McNichols
Federal ID Number- 42-1104473



<PAGE>
[Letterhead]
[LOGO]
FEGLEY & ASSOCIATES A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 2250
Hickory Road, Suite 20 Plymouth Meeting, PA 19462 Phone (610) 825-7400 Fax (610)
825-1297

INDEPENDENT AUDITOR'S REPORT

To the Partners
Admiral Housing Limited Partnership

We have  audited the  accompanying  balance  sheets of Admiral  Housing  Limited
Partnership,  as of  December  31,  1995  and 1994  and the  related  statements
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 audit.

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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

/s/Fegley & Associates
February 2, 1996


<PAGE>
[Letterhead]
[LOGO]
FEGLEY & ASSOCIATES A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 2250
Hickory Road, Suite 20 Plymouth Meeting, PA 19462 Phone (610) 825-7400 Fax (610)
825-1297

INDEPENDENT AUDITOR'S REPORT

To the Partners
Admiral Housing Limited Partnership

We have  audited the  accompanying  balance  sheets of Admiral  Housing  Limited
Partnership,  as of  December  31,  1994  and 1993  and the  related  statements
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 audit.

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 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 Admiral Housing Limited Partnership
as of December 31, 1994 and 1993, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continueas  a  going  concern.  As  discussed  in  Note 12 to the
financial statements,  existing  circumstances raise substantial doubt as to the
ability of Admiral Housing  Limited  Partnership to continue as a going concern.
The accompanying  financial statements do not include any adjustments that might
result from this uncertainty.


/s/Fegley & Associates
February 27, 1995


<PAGE>
[Letterhead]
[LOGO]
HALBERT, KATZ & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Georgetown Associates II, L.P.
Wimington, Delaware

We have audited the  accompanying  balance  sheets of Georgetown  Associates II,
L.P. as of December 31, 1995 and December 31, 1994 and the related statements of
loss,  partners' capital (capital  deficiency) 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 Government Auditing, 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  also  includes  examining,  on a test  basis,  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 Georgetown  Associates II, L.P. as
of December 31, 1995 and December  31, 1994,  and the results of its  operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated January 30, 1996 on our consideration of Georgetown Associates II, L.P.'s,
internal control structure.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The supporting  information  included in
the report  (shown on pages 14 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 same 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 financial  statements
taken as a whole.

/s/Halbert, Katz & Co., P.C.
January 30, 1996

<PAGE>
[Letterhead]
[LOGO]
HALBERT, KATZ & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Georgetown Associates II, L.P.
Wimington, Delaware

We have audited the  accompanying  balance  sheets of Georgetown  Associates II,
L.P. as of December 31, 1994 and December 31, 1993 and the related statements of
loss,  partners' capital (capital  deficiency) 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 Government Auditing, 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  also  includes  examining,  on a test  basis,  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 Georgetown  Associates II, L.P. as
of December 31, 1994 and December  31, 1993,  and the results of its  operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our  audits  were  made 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 through  14) is  presented  for the  purposes  of
additional analysis and is not a required part of the basic financial statements
of Georgetown  Associates  II, L.P. Such  information  has been subjected to the
same 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
financial statements taken as a whole.

/s/Halbert, Katz & Co., P.C.
January 31, 1995


<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Lexington Associates, I LP
(A Limited Partnership)

We have audited the accompanying balance sheets of Lexington Associates, I LP (A
Limited  Partnership),  a FmHA Project, as of December 31, 1995 and 1994 and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Lexington  Associates,  I LP (A
Limited  Partnership)  as of December 31, 1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

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

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  3,  1996  on our  consideration  of the  limited  partnership's
internal control structure and a report dated February 3, 1996 on its compliance
with laws and regulations

/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 3, 1996

<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Lexington Associates, I LP
(A Limited Partnership)

We have audited the accompanying balance sheets of Lexington Associates, I LP (A
Limited  Partnership),  a FmHA Project, as of December 31, 1994 and 1993 and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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 Lexington  Associates,  I LP (A
Limited  Partnership)  as of December 31, 1994 and 1993,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

Our audits  were for the  purpose  of forming an opinion on the basic  financial
statements  taken as a whole.  The  supplementary  information on pages 11-16 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 same
auditing procedures applied in the audit of the basic financial  statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 15, 1995


<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Longview Apartments, L.P.
Humboldt, Kansas

We have audited the accompanying balance sheet of Longview  Apartments,  L.P. (a
Kansas limited partnership), RECD Case No.: 18-001-431454412, as of December 31,
1995 and the related statements of loss, partners' equity and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the financial position of Longview  Apartments,  L.P. as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
January 31, 1996

<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Longview Apartments, L.P.
Humboldt, Kansas

We have audited the accompanying balance sheet of Longview  Apartments,  L.P. (a
Kansas limited  partnership) as of December 31, 1993 and the related  statements
of  loss,  partners'  equity  and cash  flows  for the year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
January 29, 1994


<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Missouri Rural Housing of Oak Grove, L.P.
Oak Grove, Missouri

We have audited the accompanying  balance sheet of Missouri Rural Housing of Oak
Grove,  L.P. (a Missouri limited  partnership),  as of December 31, 1995 and the
related  statements of loss,  partners'  equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of Missouri  Rural  Housing of Oak
Grove,  L.P. as of December 31, 1995,  and the results of its operations and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
February 9, 1996

<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Missouri Rural Housing of Oak Grove, L.P.
Oak Grove, Missouri

We have audited the accompanying  balance sheet of Missouri Rural Housing of Oak
Grove,  L.P. (a Missouri limited  partnership),  as of December 31, 1993 and the
related  statements of loss,  partners'  equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Missouri Rural Housing of Oak
Grove,  L.P. as of December 31, 1993,  and the results of its operations and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
February 11, 1994


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BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Smithville Rural Housing, A Limited Partnership
Wayne, Nebraska

We have audited the accompanying  balance sheet of Smithville  Rural Housing,  A
Limited   Partnership   (a  Missouri   limited   partnership),   RECD  Case  No:
29-024-480975973  as of December  31, 1995 and the related  statements  of loss,
partners'  equity  and cash  flows  for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
February 7, 1996

<PAGE>
[Letterhead]
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BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Smithville Rural Housing, A Limited Partnership
Wayne, Nebraska

We have audited the accompanying  balance sheet of Smithville  Rural Housing,  A
Limited Partnership (a Missouri limited  partnership),  as of December 31, 1993,
and the related statements of loss, partners' equity and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
February 12, 1994


<PAGE>
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BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Westgate Associates I, L.P.
Perryville, Arkansas

We have audited the accompanying balance sheet of Westgate Associates I, L.P. (a
Missouri limited partnership), FmHA Case No: 03-053-431477863 as of December 31,
1995 and the related statements of loss, partners' equity and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Westgate  Associates I, L.P. as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
February 6, 1996

<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Westgate Associates I, L.P.
Perryville, Arkansas

We have audited the accompanying balance sheet of Westgate Associates I, L.P. (a
Missouri  limited  partnership),  as  of  December  31,  1993  and  the  related
statements  of loss,  partners'  equity and cash flows for the year then  ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects,  the financial position of Westgate  Associates I, L.P. as of
December 31, 1993,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard,  CPA's, P.A.
TOPEKA, KANSAS
January 29, 1994


<PAGE>
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Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tucson Trails Limited Partnership I
Madison, Wisconsin

We have  audited  the  accompanying  balance  sheets  of Tucson  Trails  Limited
Partnership  I, as of December 31, 1995 and 1994 and the related  statements  of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 15, 1996


<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tucson Trails Limited Partnership I
Madison, Wisconsin

We have  audited  the  accompanying  balance  sheets  of Tucson  Trails  Limited
Partnership I, as of December 31, 1994 and 1993,  and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 25, 1995


<PAGE>
[Letterhead]
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Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tucson Trails Limited Partnership II
Madison, Wisconsin

We have  audited  the  accompanying  balance  sheets  of Tucson  Trails  Limited
Partnership  II, as of December 31, 1995 and 1994 and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 15, 1996

<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tucson Trails Limited Partnership II
Madison, Wisconsin

We have  audited  the  accompanying  balance  sheets  of Tucson  Trails  Limited
Partnership II, as of December 31, 1994 and 1993, and the related  statements of
loss,  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/Suby, Von Haden & Associates, S.C.

January 25, 1995


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PATTERSON & WINNINGTON
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS


To the Partners of
Walker Woods Partners, L.P.
Dover, Delware 19901

INDEPENDENT AUDITOR'S REPORT


We have audited the accompanying  balance sheets of Walker Woods Partners,  L.P.
as of December 31, 1995 and 1994 and the  statements  of income,  cash flows and
owners' equity and for the years then ended. These financial  statements are the
responsibility of the company'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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements referred above present fairly, in all
material respects,  the financial position of Walker Woods Partners,  L.P. as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
and  owners'  equity  for the years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Patterson & Winnington, P.A.
Patterson & Winnington, P.A.


Dover, Delaware
February 15, 1996

<PAGE>
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PATTERSON & WINNINGTON
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS


To the Partners of
Walker Woods Partners, L.P.
Dover, Delware 19901

INDEPENDENT AUDITOR'S REPORT


We have audited the accompanying  balance sheets of Walker Woods Partners,  L.P.
as of December 31, 1994 and 1993 and the  statements  of income,  cash flows and
owners' equity and for the years then ended. These financial  statements are the
responsibility of the company'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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements referred above present fairly, in all
material respects,  the financial position of Walker Woods Partners,  L.P. as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
and  owners'  equity  for the years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Patterson & Winnington, P.A.
Patterson & Winnington, P.A.


Dover, Delaware
February 24, 1995


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Coopers
& Lybrand


REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Waterfront Limited Partnership:

We have audited the accompanying  balance sheet (on DHCR Form No.:  HAA-77.2) of
Waterfront Limited Partnership, DHCR No.: UDC-13 as of December 31, 1995 and the
related  statements  of  income  and  expenses  (on DHCR  Form  No.  HAA-77-3a),
partners'  (deficiency)  and cash flows as of December 31, 1995. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The financial statements of Waterfront Limited Partnership, DHCR No.:
UDC-13 as of  December  31, 1994 were  audited by other  auditors  whose  report
thereon  dated  January  31,  1995  expressed  an  unqualified  opinion on those
financial statements.

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  misstatements.  An  audit  includes  examining,  on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation. We believe that our audit provide a reasonable basis for
our opinion.

In our opinion,  the 1995 financial statements referred to above present fairly,
in  all  material  respects,   the  financial  position  of  Waterfront  Limited
Partnership,  DHCR No.: UDC-13,  as of December 31, 1995, and the results of its
operations,  changes in partners'  (deficiency) and cash flows for the year then
ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 7 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital  deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also  described  in  Note  7.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 6, 1996 on our consideration of Waterfront Limited  Partnership's
internal control structure and a report dated February 6, 1996 on its compliance
with laws and regulations.

/s/Coopers & Lybrand L.L.P

Boston, Massachusetts
February 6, 1996

<PAGE>
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Reznick Fedder & Silverman
Certified Public Accountants



INDEPENDENT AUDITORS' REPORT

To the Partners of
Waterfront Limited Partnership:

We have audited the accompanying  balance sheets (on DHCR Form No.: HAA-77.2) of
Waterfront Limited Partnership, as of December 31, 1994 and 1993 and the related
statements of income and expenses (on DHCR Form No. HAA-77-3), partners' deficit
and cash flows for the year ended December 31, 1994. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our 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  misstatements.  An  audit  includes  examining,  on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our 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 Waterfront Limited Partnership,
as of December 31, 1994 and 1993, and the results of its operations,  changes in
partners'  deficit  and cash  flows for the year ended  December  31,  1994,  in
conformity with generally accepted accounting principles.

Our 1994  audit was made for the  purpose  of  forming  an  opinion on the basic
financial statements taken as a whole. The supplementary information on pages 19
through  42 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected  to the same  auditing  procedures  applied  in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.


/s/Reznick Fedder & Silverman

Boston, Massachusetts                  Federal Employer
February 6, 1996                               Identification Number:
                                           52-1088612

Audit Principal:  Richard H. Chamberlain

<PAGE>
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BDO Seidman, LLP
Accountants and Consultants

Independent Auditors' Report

West Dade, Ltd.
(A Limited Partnership)
Miami, Florida

We have audited the  accompanying  balance  sheet of West Dade,  Ltd. (A Limited
Partnership)  (FHA  Project No.  066-94021)  as of December  31,  1995,  and the
related  statements  of profit and loss (HUD Form  92410),  changes in partners'
capital  accounts,  and cash  flows for the year  then  ended.  These  financial
statements  are the  responsibility  of the management of the  partnership.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 West Dade, Ltd. (FHA Project No.
066-94021) as of December 31, 1995,  and the results of its  operations  and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supporting schedules and data shown on pages 15
through 29 are presented  for the purposes of  additional  analysis and is not a
required part of the basic financial  statements of West Dade, Ltd. (FHA Project
No. 066-94021).  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 financial  statements
taken as a whole.

/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
January 26, 1996

<PAGE>
[Letterhead]
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BDO Seidman, LLP
Accountants and Consultants

Independent Auditors' Report

West Dade, Ltd.
(A Limited Partnership)
Miami, Florida

We have audited the  accompanying  balance  sheet of West Dade,  Ltd. (A Limited
Partnership)  (FHA  Project No.  066-94021)  as of December  31,  1994,  and the
related  statements  of profit and loss (HUD Form  92410),  changes in partners'
capital  accounts,  and cash  flows for the year  then  ended.  These  financial
statements  are the  responsibility  of the management of the  partnership.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 West Dade, Ltd. (FHA Project No.
066-94021) as of December 31, 1994,  and the results of its  operations  and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supporting schedules and data shown on pages 15
through 28 are  presented  for the purpose of  additional  analysis and is not a
required part of the basic financial  statements of West Dade, Ltd. (FHA Project
No. 066-94021).  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 financial  statements
taken as a whole.

/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 13, 1995

<PAGE>
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BDO Seidman, LLP
Accountants and Consultants

Independent Auditors' Report

West Dade, Ltd.
(A Limited Partnership)
Miami, Florida

We have audited the  accompanying  balance  sheet of West Dade,  Ltd. (A Limited
Partnership)  (FHA  Project No.  066-94021)  as of December  31,  1993,  and the
related statements of profit and loss (HUD Form 92410), partnership capital, and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility  of the management of the partnership.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 West Dade, Ltd. (FHA Project No.
066-94021) as of December 31, 1993,  and the results of its  operations  and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a whole. The supporting data included in this report (shown
on pages 16 through 29) are presented for the purpose of additional analysis and
are not a required part of the basic  financial  statements  of West Dade,  Ltd.
(FHA Project No. 066-94021). 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 financial
statements taken as a whole.

/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 11, 1994


<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants

Independent Auditors' Report

West Dade, Ltd. II
(A Limited Partnership)
Miami, Florida

We have audited the accompanying  balance sheet of West Dade, Ltd. II (A Limited
Partnership)  (FHA  Project No.  066-94022)  as of December  31,  1995,  and the
related  statements  of profit and loss (HUD Form  92410),  changes in partners'
capital  accounts,  and cash  flows for the year  then  ended.  These  financial
statements  are the  responsibility  of the management of the  partnership.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 West Dade, Ltd. II (FHA Project No.
066-94022) as of December 31, 1995,  and the results of its  operations  and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supporting schedules and data shown on pages 16
through 30 are presented  for the purposes of  additional  analysis and is not a
required  part of the basic  financial  statements  of West Dade,  Ltd.  II (FHA
Project No.  066-94022).  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 financial
statements taken as a whole.

/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
January 26, 1996

<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants

Independent Auditors' Report

West Dade, Ltd. II
(A Limited Partnership)
Miami, Florida

We have audited the accompanying  balance sheet of West Dade, Ltd. II (A Limited
Partnership)  (FHA  Project No.  066-94022)  as of December  31,  1994,  and the
related  statements  of profit and loss (HUD Form  92410),  changes in partners'
capital  accounts,  and cash  flows for the year  then  ended.  These  financial
statements  are the  responsibility  of the management of the  partnership.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 West Dade, Ltd. II (FHA Project No.
066-94022) as of December 31, 1994,  and the results of its  operations  and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting schedules and data shown on pages 16
to 29 are  presented  for  the  purpose  of  additional  analysis  and are not a
required  part of the basic  financial  statements  of West Dade,  Ltd.  II (FHA
Project No.  066-94022).  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 financial
statements taken as a whole.

/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 13, 1995


<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants

Independent Auditors' Report

West Dade, Ltd. II
(A Limited Partnership)
Miami, Florida

We have audited the accompanying  balance sheet of West Dade, Ltd. II (A Limited
Partnership)  (FHA  Project No.  066-94022)  as of December  31,  1993,  and the
related  statements  of profit and loss (HUD Form  92410),  changes in partners'
capital  accounts,  and cash  flows for the year  then  ended.  These  financial
statements  are the  responsibility  of the management of the  partnership.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 West Dade, Ltd. II (FHA Project No.
066-94022) as of December 31, 1993,  and the results of its  operations  and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The supporting data included in the report (shown
on pages 16 to 29) are presented for the purpose of additional  analysis and are
not a required part of the basic financial statements of West Dade, Ltd. II (FHA
Project No.  066-94022).  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 financial
statements taken as a whole.

/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 11, 1994




<PAGE>
[Letterhead]
[LOGO]
CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C.  A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners of
Wood Creek Associates

We have audited the balance sheets of Wood Creek  Associates (A New York Limited
Partnership)  as of December 31, 1995 and 1994,  and the related  statements  of
operations,  changes  in  partners'  capital,  and cash flows for the years then
ended.  These  financial   statements  are  the  responsibility  of  Wood  Creek
Associates'  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  also  includes  examining,  on a test  basis,  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 Wood Creek Associates as of December
31, 1995 and 1994,  and the results of its operations and its cash flows for the
year 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 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 financial
statements taken as a whole.

/s/CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C.

January 11, 1996

<PAGE>
[Letterhead]
[LOGO]
CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C.  A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners of
Wood Creek Associates

We have audited the balance sheets of Wood Creek  Associates (A New York Limited
Partnership)  as of December 31, 1994 and 1993,  and the related  statements  of
operations,  changes  in  partners'  capital,  and cash flows for the years then
ended.  These  financial   statements  are  the  responsibility  of  Wood  Creek
Associates'  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  also  includes  examining,  on a test  basis,  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  Wood Creek  Associates  as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
for the year 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 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 financial
statements taken as a whole.

/s/CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C

January 14, 1995


<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation

INDEPENDENT AUDITORS' REPORT

To the Partners
Westwood Manor Limited Dividend Housing
       Association Limited Partnership

We have  audited  the  accompanying  balance  sheet of  Westwood  Manor  Limited
Dividend Housing  Association  Limited  Partnership as of December 31, 1995, and
the related  statements  of profit and loss (on HUD Form No.  92410),  partners'
equity and cash flows for the year then ended.  These  financial  statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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  Westwood  Manor  Limited  Dividend
Housing Association Limited Partnership as of December 31, 1995, and the results
of its  operations,  the changes in partners'  equity and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental  information on pages 19 though 24
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
financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated February 2, 1996 on our  consideration  of Westwood Manor Limited Dividend
Housing Association Limited Partnership's  internal control structure and on its
compliance  with  specific  requirements   applicable  to  major  HUD  Programs,
affirmative fair housing,  and laws and regulations  applicable to the financial
statements.

/s/Reznick Fedder & Silverman

Bethesda, Maryland                              Federal Employer
February 2, 1996                                       Indentification Number:
                                                                 52-1088612

Audit Principal:   Renee G. Scruggs


<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation

INDEPENDENT AUDITORS' REPORT

To the Partners
Westwood Manor Limited Dividend Housing
       Association Limited Partnership

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

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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  Westwood  Manor  Limited  Dividend
Housing Association Limited Partnership as of December 31, 1994, and the results
of its operations,  the changes in partners'  equity and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental  information on pages 18 though 23
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
financial statements taken as a whole.

/s/Reznick Fedder & Silverman

Bethesda, Maryland                              Federal Employer
February 13, 1995                                       Indentification Number:
                                                                 52-1088612

Audit Principal:   Renee G. Scruggs




<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation

INDEPENDENT AUDITORS' REPORT

To the Partners
Westwood Manor Limited Dividend Housing
       Association Limited Partnership

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

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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  Westwood  Manor  Limited  Dividend
Housing Association Limited Partnership as of December 31, 1993, and the results
of its operations,  the changes in partners'  equity and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental  information on pages 17 though 22
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
financial statements taken as a whole.

/s/Reznick Fedder & Silverman

Bethesda, Maryland                              Federal Employer
February 11, 1994                                       Indentification Number:
                                                                 52-1088612

Audit Principal:   Renee G. Scruggs



<PAGE>
[Letterhead]
[LOGO]
Pannell Kerr Forster PC
Certified Public Accountants


Independent Auditors' Report

To the Partners
Pleasant Plaza Housing Limited Partnership

We have audited the accompanying balance sheet of Pleasant Plaza Housing Limited
Partnership, MHFA Project No: 85-004-5, as of December 31, 1995, and the related
statements of loss, changes in partners' equity  (deficiency) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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  Pleasant  Plaza  Housing  Limited
Partnership at December 31, 1995, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated February 9, 1996 on our  consideration  of Pleasant Plaza Housing  Limited
Partnership's internal control structure, and a report dated February 9, 1996 on
its compliance with laws and regulations.

/s/Pannell Kerr Forster PC

February 9, 1996


<PAGE>
[Letterhead]
[LOGO]
Pannell Kerr Forster PC
Certified Public Accountants


Independent Auditors' Report

To the Partners
Pleasant Plaza Housing Limited Partnership

We have audited the accompanying balance sheet of Pleasant Plaza Housing Limited
Partnership, MHFA Project No: 85-004-5, as of December 31, 1994, and the related
statements of loss, changes in partners' equity  (deficiency) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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  Pleasant  Plaza  Housing  Limited
Partnership at December 31, 1994, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

/s/Pannell Kerr Forster PC

February 10, 1995


<PAGE>
[Letterhead]
[LOGO]
Pannell Kerr Forster PC
Certified Public Accountants


Independent Auditors' Report

To the Partners
Pleasant Plaza Housing Limited Partnership

We have audited the accompanying balance sheet of Pleasant Plaza Housing Limited
Partnership,  MHFA Project No: 85-004-5, as of December 31, 1993 and the related
statements of loss, changes in partners' equity  (deficiency) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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  Pleasant Plaza Housing Limited
Partnership at December 31, 1993, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

/s/Pannell Kerr Forster PC

February 1, 1994


<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand


REPORT OF INDEPENDENT ACCOUNANTS

To the Partners of Shoreline Limited Partnership:

We have audited the accompanying  balance sheet (on DHCR Form No.:  HAA-77.2) of
Shoreline Limited Partnership,  DHCR No.: UDC-03 as of December 31, 1995 and the
related  statements  of  income  and  expenses  (on DHCR  Form  No.  HAA-77-3a),
partners'  capital  deficit and cash flows for the year then ended  December 31,
1995. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  The financial  statements of Shoreline  Limited
Partnership,  DHCR No.:  UDC-03 as of December  31,  1994 were  audited by other
auditors  whose report  thereon dated January 28, 1995  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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the 1995 financial statements referred to above present fairly,
in  all  material   respects,   the  financial  position  of  Shoreline  Limited
Partnership,  DHCR No.: UDC-03,  as of December 31, 1995, and the results of its
operations,  changes in  partners'  capital  deficit and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 7 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital  deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also  described  in  Note  7.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 6, 1996 on our consideration of Shoreline  Limited  Partnership's
internal control structure and a report dated February 6, 1996 on its compliance
with laws and regulations.

/s/Coopers & Lybrand L.L.P

Boston, Massachusetts
February 6, 1996


[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants



INDEPENDENT AUDITORS' REPORT

To the Partners of
Shoreline Limited Partnership:

We have audited the accompanying  balance sheets (on DHCR Form No.: HAA-77.2) of
Shoreline Limited Partnership,  as of December 31, 1994 and 1993 and the related
statements of income and expenses (on DHCR Form No. HAA-77-3), partners' deficit
and cash flows for the year ended December 31, 1994. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our 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  misstatements.  An  audit  includes  examining,  on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our 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 Shoreline Limited Partnership,
as of December 31, 1994 and 1993, and the results of its operations,  changes in
partners'  deficit,  and its cash flows for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

Our 1994  audit was made for the  purpose  of  forming  an  opinion on the basic
financial statements taken as a whole. The supplemental  information on pages 18
through  41 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected  to the same  auditing  procedures  applied  in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.


/s/Reznick Fedder & Silverman

Boston, Massachusetts                  Federal Employer
January 31, 1995                               Identification Number:
                                           52-1088612

Audit Principal:  Richard H. Chamberlain


<PAGE>
[Letterhead]
[LOGO]
MILLER, MAYER, SULLIVAN & STEVENS LLP
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners                                      Farmers Home Administration
Poplar Village, Ltd.                                  London, Kentucky

We have audited the  accompanying  balance  sheets of Poplar  Village  Ltd.,  (a
limited partnership) Case No. 20-048-611170806, as of December 31, 1995 and 1994
and the related statements of operations, changes in partners' equity (deficit),
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement.  An audit also  includes  examining,  on a test
basis,  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 Poplar  Village Ltd. as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated January 31, 1996 on our  consideration  of Poplar Village Ltd. 's internal
control structure and compliance with laws and regulations.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole.  The supplemental  data included in this
report 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 financial statements taken as a whole.

/s/Miller, Mayer, Sullivan, & Stevens


Lexington, Kentucky
January 31, 1996


<PAGE>
[Letterhead]
[LOGO]
MILLER, MAYER, SULLIVAN & STEVENS LLP
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners                                  Farmers Home Administration
Poplar Village, Ltd.                             London, Kentucky

We have  audited the  accompanying  balance  sheet of Poplar  Village  Ltd.,  (a
limited partnership) Case No. 20-048-611170806, as of December 31, 1994 and 1993
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the years ended December 31, 1994 and 1993.  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 also  includes  examining,  on a test
basis,  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 Poplar  Village Ltd. as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements have been prepared in conformance  with
instructions  issued  by  the  U.S.  Department  of  Agriculture,  Farmers  Home
Administration, for borrowers and grantees.

/s/Miller, Mayer, Sullivan, & Stevens


Lexington, Kentucky
February 1, 1995



<PAGE>
[Letterhead]
[LOGO]
JOSEPH B. COHAN
& ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners of
South Holyoke Housing Limited Partnership

We have audited the accompanying  balance sheet of South Holyoke Housing Limited
Partnership  as of  December  31,  1995 and the  related  statements  of income,
changes  in  partners'  equity  (deficiency),  and cash  flows for the year then
ended.  These financial  statements are the  responsibility of the partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 South Holyoke Housing Limited
Partnership as of December 31, 1995, and the results of its operations,  changes
in  partners  equity and its cash  flows for the years then ended in  conformity
with generally accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  issued by the U.S.  Department of Housing and
Urban  Development,  we have also issued a report dated  February 7, 1996 on our
consideration of South Holyoke Housing Limited  Partnership's  internal control,
and reports dated February 7, 1996 on its compliance  with laws and  regulations
and specific requirements applicable to nonmajor HUD program transactions.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 11 to 21 is  presented  for  purposes of  additional
analysis  and is not a required  part of the basic  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material respects in relation to the financial statements taken as a whole.

/s/Joseph B. Cohan & Assoc PC


Worcester, Massachusetts
February 7, 1996


<PAGE>
[Letterhead]
[LOGO]
JOSEPH B. COHAN
& ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners of
South Holyoke Housing Limited Partnership

We have audited the accompanying  balance sheet of South Holyoke Housing Limited
Partnership  as of  December  31,  1994 and the  related  statements  of income,
changes in partners' equity (deficiency), and cash flows for the year then ended
(presented in a format required by the  Massachusetts  Housing Finance  Agency).
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 South Holyoke Housing Limited
Partnership as of December 31, 1994, and the results of its operations,  changes
in partners  equity  (deficiency)  and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements have been prepared  assuming that South
Holyoke  Housing  Limited  Partnership  will  continue  as a going  concern.  As
discussed  in  Note 4 to the  financial  statements,  the  Partnership  has  had
recurrent  operating  losses and has  significant  unmet  liabilities.  There is
substantial  doubt  about  the  Partnership's  ability  to  continue  as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/Joseph B. Cohan & Assoc PC


Worcester, Massachusetts
February 7, 1995

<PAGE>
[Letterhead]
[LOGO]
JOSEPH B. COHAN
& ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT

To the Partners of
South Holyoke Housing Limited Partnership

We have audited the accompanying  balance sheet of South Holyoke Housing Limited
Partnership  as of  December  31,  1993 and the  related  statements  of income,
changes in partners' equity (deficiency), and cash flows for the year then ended
(presented in a format required by the  Massachusetts  Housing Finance  Agency).
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 South Holyoke Housing Limited
Partnership as of December 31, 1993, and the results of its operations,  changes
in partners  equity  (deficiency)  and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements have been prepared  assuming that South
Holyoke  Housing  Limited  Partnership  will  continue  as a going  concern.  As
discussed  in  Note 4 to the  financial  statements,  the  Partnership  has  had
recurrent  operating  losses and has  significant  unmet  liabilities.  There is
substantial  doubt  about  the  Partnership's  ability  to  continue  as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/Joseph B. Cohan & Assoc PC


Worcester, Massachusetts
January 20, 1994




<PAGE>
[Letterhead]
[LOGO]
SPAETH & BATTERBERRY, Ltd.  CPAs and Advisors


Report of Independent Certified Public Accountants

To the Partners of
Rolling Hills Associates Limited Partnership
(A Limited Partnership)

We have  audited the  accompanying  balance  sheet of Rolling  Hills  Associates
Limited Partnership (A Limited Partnership),  HUD Project No. 046-94006-MNA,  as
of December 31, 1995 and the related statements of income,partners'  deficit and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

As  described  in  Note  2 to  the  financial  statements,  management  has  not
calculated  a fair market  value to support the  carrying  value of property and
equipment.  In our opinion,  generally  accepted  accounting  principals require
management  to  maintain  support for the  carrying  value of the  property  and
equipment or to recognize a loss on impairment of long-lived  assets if the fair
value is less than the carrying value. Because of the lack of the calculation of
fair market value by management, we were unable to form an opinion regarding the
carrying  value of  property  and  equipment  at December  31,  1995  (stated at
$5,030,010).

In our  opinion,  except  for the  effect  on the  financial  statements  of the
determination  of any impairment of the carrying value of property and equipment
as discussed in the preceeding paragraph,  such financial statements referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Rolling Hills  Associates  Limited  Partnership  (A Limited  Partnership)  as of
December 31, 1995,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
<PAGE>

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net  Partnership  deficit,  that raises  substantial  doubt
about its ability to continue as a going concern.  Management's  plans regarding
those  matters also are  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January 26, 1996,  on our  consideration  of the  Partnership's  internal
control structure and on its compliance with laws and regulations.

/s/Spaeth & Batterberry, Ltd.
Certified Public Accountants

January 26, 1996



<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP

Independent Auditors' Report

To the Partners of
Rolling Hills Associates Limited Partnership

We  have  audited  the  accompanying   financial  statements  of  Rolling  Hills
Associates   Limited   Partnership,   (HUD  Project  No.   046-94006-MNA)   (the
"Partnership"),  listed in the accompanying Table of Contents, as of and for the
year ended December 31, 1994. These financial  statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

As described in Note 2 to the financial statements,  management has not obtained
a current appraisal to support the recorded amount of property and equipment. In
our opinion,  generally  accepted  accounting  principals  require management to
maintain  support for the recorded  amount of the  property and  equipment or to
recognize a loss on impairment  of  long-lived  assets if the fair value is less
than the recorded amount. The information needed to quantify the effects of this
item on the financial  position and the results of operations of the Partnership
is not reasonably determinable from the information provided by management.

In our  opinion,  except  for the  effect  on the  financial  statements  of the
determination of any impairment of the recorded amount of property and equipment
as discussed in the preceeding paragraph,  such financial statements referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Rolling Hills Associates Limited Partnership (HUD Project No.  046-94006-MNA) as
of December 31, 1994, 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.


The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the Partnership's  recurring losses and mortgage default
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans  regarding  those  matters also are described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this  uncertainty. 
 <PAGE>
Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
Table of Contents, which are the responsibility of the Partnership's management,
are presented for purposes of additional analysis and are not a required part of
the basic financial  statements of Rolling Hills Associates Limited  Partnership
(HUD Project No.  046-94006-MNA).  Such  information  has been  subjected to the
auditing procedures applied in the audit of the basic financial  statements and,
in our  opinion,  except for the  effects  on such  schedules  of not  obtaining
support for the  recorded  value of property  and  equipment as discussed in the
third  preceding  paragraph,  are  fairly  stated in all  material  respects  in
relation to the financial statements taken as a whole.


/s/Deloitte & Touche LLP

January 13, 1995


<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP

Independent Auditors' Report

To the Partners of
Rolling Hills Associates Limited Partnership

We  have  audited  the  accompanying   financial  statements  of  Rolling  Hills
Associates   Limited   Partnership,   (HUD  Project  No.   046-94006-MNA)   (the
"Partnership"),  listed in the accompanying Table of Contents, as of and for the
year ended December 31, 1993. These financial  statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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,  such  financial  statements  present  fairly,  in all material
respects, the financial position of Rolling Hills Associates Limited Partnership
(HUD Project No.  046-94006-MNA) as of December 31, 1993, 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the Partnership's  recurring losses and mortgage default
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans  regarding  those  matters also are described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty. <PAGE>

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
Table of Contents, which are the responsibility of the Partnership's management,
are presented for purposes of additional analysis and are not a required part of
the basic financial  statements of Rolling Hills Associates Limited  Partnership
(HUD Project No.  046-94006-MNA).  Such  information  has been  subjected to the
auditing procedures applied in the audit of the basic financial  statements and,
in our opinion,  are fairly  stated in all material  respects in relation to the
financial statements taken as a whole.


/s/Deloitte & Touche LLP

January 14, 1994


<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand

Report of Independent Accountants

To the Partners of Quarter Mill Associates L.P.:

We have audited the accompanying  balance sheet of Quarter Mill Associates L.P.,
a Virginia Limited Partnership (the  "Partnership"),  FHA Project No. 051-35404,
as of  December  31,  1995 and the related  statements  of changes in  partners'
capital accounts, profit and loss, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Quarter Mill Associates L.P. as
of December 31, 1995,  and the results of its  operations and its cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary information included in
this report is  presented  for the purpose of  additional  analysis and is not a
required part of the basic financial  statements of Quarter Mill Associates 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, 1996,  on our  consideration  of the  Partnership's  internal
control  structure,  a report  dated  January  30, 1996 on its  compliance  with
specific  requirements  applicable  to its major  Housing and Urban  Development
program  and a  report  dated  January  30,  1996 on  compliance  with  specific
requirements applicable to affirmative fair housing.

/s/Coopers & Lybrand L.L.P

Richmond, Virginia
January 30, 1996

<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand

Report of Independent Accountants

To the Partners of Quarter Mill Associates L.P.:

We have audited the accompanying  balance sheet of Quarter Mill Associates L.P.,
a Virginia Limited Partnership (the  "Partnership"),  FHA Project No. 051-35404,
as of December  31,  1994,  and the related  statements  of changes in partners'
capital accounts, profit and loss, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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


/s/Coopers & Lybrand L.L.P

Richmond, Virginia
January 30, 1995

<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand

Report of Independent Accountants

To the Partners of Quarter Mill Associates L.P.:

We have audited the accompanying  balance sheet of Quarter Mill Associates L.P.,
a Virginia Limited Partnership (the  "Partnership"),  FHA Project No. 051-35404,
as of December  31,  1993,  and the related  statements  of changes in partners'
capital accounts, profit and loss, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Quarter Mill Associates L.P. as
of December 31, 1993,  and the results of its  operations and its cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.


/s/Coopers & Lybrand

Richmond, Virginia
February 2, 1994


<PAGE>
[Letterhead]
[LOGO]
MUELLER & WALLA, P.C.
Certified Public Accountants

ACCOUNTANTS' COMPILATION REPORT

The Partners
Horseshoe Bend Associates I, L.P.
St. Louis, Missouri

We have compiled the accompanying  balance sheet of Horseshoe Bend Associates I,
L.P. (a limited partnership) as of December 31, 1995, and the related statements
of operations,  partners'  capital,  and cash flows for the year then ended,  in
accordance  with  Statements on Standards  for  Accounting  and Review  Services
issued by the American Institute of Certified Public Accountants.

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

The financial  statements for the year ended December 31, 1994,  were audited by
us, and we expressed an unqualified opinion on them in our report dated February
6, 1995, but we have not performed any auditing procedures since that date.

/s/Mueller & Walla, P.C.
Mueller & Walla, P.C.
Certified Public Accountants
February 6, 1996


<PAGE>
[Letterhead]
[LOGO]
MUELLER & WALLA, P.C.
Certified Public Accountants

ACCOUNTANTS' COMPILATION REPORT

The Partners
Horseshoe Bend Associates I, L.P.
St. Louis, Missouri

We have compiled the accompanying  balance sheet of Horseshoe Bend Associates I,
L.P. (a limited partnership) as of December 31, 1994, and the related statements
of operations,  partners' capital, and cash flows for the year then ended. These
financial statements are the responsibility if 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

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

/s/Mueller & Walla, P.C.
Mueller & Walla, P.C.
Certified Public Accountants
February 6, 1995


<PAGE>
[Letterhead]
[LOGO]
MUELLER & WALLA, P.C.
Certified Public Accountants

ACCOUNTANTS' COMPILATION REPORT

The Partners
Horseshoe Bend Associates I, L.P.
St. Louis, Missouri

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

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

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

/s/Mueller & Walla, P.C.
Mueller & Walla, P.C.
Certified Public Accountants
January 19, 1994

<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report
BOULEVARD COMMONS LIMITED PARTNERSHIP II
Chicago, Illinois

We have audited the accompanying statement of assets, liabilities, and partners'
equity-income tax basis of BOULEVARD  COMMONS LIMITED  PARTNERSHIP II (a Limited
Partnership),   as  of  December  31,  1995,  and  the  related   statements  of
operations-income  tax basis,  changes in partners'  equity-income tax basis and
cash flows-income tax basis for the year then ended. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accounting principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets,  liabilities,  and  partners'  equity  of
BOULEVARD  COMMONS LIMITED  PARTNERSHIP II at December 31, 1995, and its results
of its operations,  changes in partners'  equity and its cash flows for the year
then ended,  on the basis of accounting  described in the notes to the financial
statements.

/s/Haran & Associates Ltd
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892

January 17, 1996

<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report
BOULEVARD COMMONS LIMITED PARTNERSHIP II
Chicago, Illinois

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

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

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accounting principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets,  liabilities,  and  partners'  equity  of
BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  II  at  December  31,  1994,  and  its
operations,  changes  in  partners'  equity and its cash flows for the year then
ended,  on the  basis of  accounting  described  in the  notes to the  financial
statements.

/s/Haran & Associates Ltd
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892

January 23, 1995



<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report
BOULEVARD COMMONS LIMITED PARTNERSHIP II
Chicago, Illinois

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

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

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accounting principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets,  liabilities,  and  partners'  equity  of
BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  II  at  December  31,  1993,  and  its
operations,  changes  in  partners'  equity and its cash flows for the year then
ended,  on the  basis of  accounting  described  in the  notes to the  financial
statements.

/s/Haran & Associates Ltd
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892

January 25, 1994



<PAGE>
[Letterhead]
[LOGO]
SPAETH & BATTERBERRY, Ltd.  CPAs and Advisors


Report of Independent Certified Public Accountants

To the Partners of
Regency Square Limited Partnership
(A Limited Partnership)

We have  audited  the  accompanying  balance  sheet of  Regency  Square  Limited
Partnership  (A Limited  Partnership),  HUD  Project  No.  046-94005-MNA,  as of
December 31, 1995 and the related  statements of operations,  partners'  deficit
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

As  described  in  Note  2 to  the  financial  statements,  management  has  not
calculated  a fair market  value to support the  carrying  value of property and
equipment.  In our opinion,  generally  accepted  accounting  principals require
management  to  maintain  support for the  carrying  value of the  property  and
equipment or to recognize a loss on impairment of long-lived  assets if the fair
value is less than the carrying value. Because of the lack of the calculation of
fair market value by management, we were unable to form an opinion regarding the
carrying  value of  property  and  equipment  at December  31,  1995  (stated at
$5,221,135).

In our  opinion,  except  for the  effect  on the  financial  statements  of the
determination  of any impairment of the carrying value of property and equipment
as discussed in the preceding  paragraph,  such financial statements referred to
above present fairly in all material  respects,  the financial  position Regency
Square Limited Partnership (A Limited Partnership), as of December 31, 1995, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with generally accepted accounting principles.
<PAGE>

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net  Partnership  deficit,  that raises  substantial  doubt
about its ability to continue as a going concern.  Management's  plans regarding
those  matters also are  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January 26, 1996,  on our  consideration  of the  Partnership's  internal
control structure and on its compliance with laws and regulations.

/s/Spaeth & Batterberry, Ltd.
Certified Public Accountants

January 26, 1996

<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP


INDEPENDENT AUDITORS' REPORT

To the Partners of
Regency Square Limited Partnership:

We have audited the accompanying  financial statements of Regency Square Limited
Partnership, (HUD Project No. 046-94005-MNA) (the "Partnership"),  listed in the
Table of  Contents,  as of and for the  year  ended  December  31,  1994.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

As described in Note 2 to the financial statements,  management has not obtained
a current appraisal to support the recorded amount of property and equipment. In
our opinion,  generally  accepted  accounting  principals  require management to
maintain  support for the recorded  amount of the  property and  equipment or to
recognize a loss on impairment  of  long-lived  assets if the fair value is less
than the recorded  amounts.  The  information  needed to quantify the effects of
this item on the financial position and results of operations of the Partnership
is not reasonably determinable from the information provided by management.

In our  opinion,  except  for the  effect  on the  financial  statements  of the
determination of any impairment of the recorded amount of property and equipment
as discussed in the preceding  paragraph,  such financial statements referred to
above present fairly in all material  respects,  the financial  position Regency
Square Limited  Partnership(HUD  Project No. 046-94005-MNA),  as of December 31,
1994,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership's  recurring  losses and default on the
mortgage  raise  substantial  doubt  about its  ability to  continue  as a going
concern.  Management's plans concerning these matters also are described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.

<PAGE>

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary schedules listed in the
Table  of  Contents,  which  are also the  responsibility  of the  Partnership's
management,  are presented  for the purpose of additional  analysis and is not a
required  part of the basic  financial  statements  of  Regency  Square  Limited
Partnership(HUD Project No. 046-94005-MNA).  Such information has been subjected
to  the  auditing  procedures  applied  in the  audit  of  the  basic  financial
statements and, in our opinion,  except for the effects on such schedules of not
obtaining  support for the recorded value of property and equipment as discussed
in the third preceding  paragaph,  are fairly stated in all material respects in
relation to the financial statements taken as a whole.

/s/Deloitte & Touche LLP


January 13, 1995

<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP


INDEPENDENT AUDITORS' REPORT

To the Partners of
Regency Square Limited Partnership:

We have audited the accompanying  financial statements of Regency Square Limited
Partnership, (HUD Project No. 046-94005-MNA) (the "Partnership"),  listed in the
Table of  Contents,  as of and for the  year  ended  December  31,  1993.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit  also  includes  examining,  on a test  basis,
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,  such  financial  statements  present  fairly  in all  material
respects, the financial position Regency Square Limited  Partnership(HUD Project
No.  046-94005-MNA),  as of December 31, 1993, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership's  recurring  losses and default on the
mortgage  raise  substantial  doubt  about its  ability to  continue  as a going
concern.  Management's plans concerning these matters also are described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.

<PAGE>

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
Table  of  Contents,  which  are also the  responsibility  of the  Partnership's
management,  are presented  for the purpose of additional  analysis and is not a
required  part of the basic  financial  statements  of  Regency  Square  Limited
Partnership(HUD Project No. 046-94005-MNA).  Such information has been subjected
to  the  auditing  procedures  applied  in the  audit  of  the  basic  financial
statements  and, in our opinion,  are fairly stated in all material  respects in
relation to the financial statements taken as a whole.

/s/Deloitte & Touche LLP


January 14, 1994


<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation

INDEPENDENT AUDITORS' REPORT

To the Partners
Harbour View Associates (a Limited Partnership)

We have audited the  accompanying  balance  sheet of Harbour View  Associates (a
Limited Partnership),  HUD Project No.:  012-36601-PM,  as of December 31, 1995,
and the related statements of profit and loss (on HUD Form No. 92410), partners'
equity  (deficit)  and cash  flows  for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  The  financial  statements  of Harbour  View  Associates  (a Limited
Partnership) HUD project No.: 101-36601-PM as of and for the year ended December
31, 1994 were audited by other  auditors  whose report thereon dated February 8,
1995 expressed a qualified opinion on those statements.

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

As more fully described in Note C to the financial  statements,  the Partnership
has not  recorded  certain  accrued  interest  on the  mortgage  payable  in the
accompanying  balance  sheets,  statements  of  profit  and loss  and  partners'
deficit,  that,  in our  opinion,  should be accrued  in order to  conform  with
generally  accepted  accounting  principles.  If this  interest  were  recorded,
accrued  interest  payable would be increased by $122,803 and partners'  deficit
would be  increased by $122,803,  as of December  31,  1995.  Additionally,  the
Partnership's  net loss for the year ended  December 31, 1995 would be increased
by  $122,803. 
<PAGE>
 In our  opinion,  except for the  effects of not  accruing
certain  interest on the mortgage as discussed in the preceding  paragraph,  the
financial statements referred to above present fairly, in all material respects,
the financial  position  Harbour View  Associates (a Limited  Partnership) as of
December 31, 1995, and the results of its operations, partners' equity (deficit)
and its cash  flows  for the year  then  ended,  in  conformity  with  generally
accepted accounting principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue as a going  concern.  As  discussed in Note B to the
financial  statements,  the  Partnership  is in default of its  mortgage  due to
substantial  losses from operations and the unauthorized  withdrawal of funds by
the  former  managing  general  partner  and the  former  managing  agent of the
Partnership's   property.   These  events  raise  substantial  doubt  about  the
Partnership's ability to continue as a going concern. The General Partners' plan
regarding this matter is also  described in Note B. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements for 1995 taken as a whole. The  supplemental  information on pages 22
though 28 is  presented  for the  purposes of  additional  analysis and is not a
required part of the basic financial  statements.  Such information for 1995 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.  The
supplemental  information  for 1994 was audited by other  auditors  whose report
thereon dated February 8, 1995 express a qualified opinion.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January 30, 1996 on our  consideration  of Harbour  View  Associates'  (a
Limited  Partnership)  internal  control  structure and on its  compliance  with
specific  requirements  applicable  to  major  HUD  Programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman

Boston, Massachusetts                              Federal Employer
January 30, 1996                                       Identification Number:
                                                                 52-1088612

Audit Principal:   Phillip A. Weitzel


<PAGE>
[Letterhead]
[LOGO]
Coopers
 & Lybrand
a professional services firm

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners
Harbour View Associates (a Limited Partnership)

We have audited the accompanying  balance sheets of Harbour View Associates (the
"Partnership"), HUD Project No.: 012-36601-PM, as of December 31, 1994 and 1993,
and the related statements of profit and loss, partners' equity (deficiency) and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

As more fully described in Note 2 to the financial  statements,  the Partnership
has not recorded  certain  accrued  interest on the mortgage note payable in the
accompanying balance sheets,  statements of profit and loss and partners' equity
(deficiency),  that, in our opinion,  should be accrued in order to conform with
generally  accepted  accounting  principles.  If this  interest  were  recorded,
accrued  interest  payable would be increased by $166,857 and  partners'  equity
would be  decreased by $166,857,  as of December  31,  1994.  Additionally,  the
Partnership's  net loss for the year ended  December 31, 1994 would be increased
by $166,857.

In our opinion,  except for the effects of not accruing  certain interest on the
mortgage note as discussed in the preceding paragraph,  the financial statements
referred to above  present  fairly,  in all  material  respects,  the  financial
position  Harbour  View  Associates  (a Limited  Partnership),  HUD Project No.:
012-36601-PM,  as of  December  31,  1994  and  1993,  and  the  results  of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership  is in default of its  mortgage  due to
substantial  losses from operations and the unauthorized  withdrawal of funds by
the  former  managing  general  partner  and the  former  managing  agent of the
Partnership's   property.   These  events  raise  substantial  doubt  about  the
Partnership's ability to continue as a going concern. The General Partners' plan
regarding this matter is also  described in Note 1. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/Coppers & Lybrand L.L.P.

Boston, Massachusetts
February 8, 1995



<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Bridgeport Housing Associates, Ltd.
          (d/b/a Crestewood Place Apartments)

We have audited the accompanying balance sheet of Bridgeport Housing Associates,
Ltd. (a Texas Limited  partnership)  (d/b/a Crestwood Place  Apartments),  as of
December 31, 1993, and the related statements 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 these  financial  statements  based on our  audit.  The  financial
statements  of  Bridgeport  Housing  Associates,  Ltd.  (d/b/a  Crestwood  Place
Apartments) as of December 31, 1992, were audited by other auditors whose report
dated January 29, 1993, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects,  the financial position Bridgeport Housing Associates,
Ltd.  (d/b/a  Crestwood  Place  Apartments),  as of December 31,  1993,  and the
results of its operations,  changes in partners'  equity  (deficit) and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 12, 1994

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Crown Point Housing Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  Crown  Point  Housing
Associates, Ltd. (a Texas Limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial statements based on our audit. The financial statements of Crown Point
Housing Associates, Ltd. as of December 31, 1992, were audited by other auditors
whose report dated January 29, 1993,  expressed an unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects, the financial position Crown Point Housing Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 18, 1994

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Glenbrook Housing Associates, Ltd.

We have audited the accompanying  balance sheet of Glenbrook Housing Associates,
Ltd. (a Texas  Limited  partnership),  as of December 31, 1993,  and the related
statements  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 these  financial
statements  based on our audit.  The financial  statements of Glenbrook  Housing
Associates,  Ltd. as of December 31, 1992,  were audited by other auditors whose
report  dated  January  29,  1993,  expressed  an  unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects,  the financial position Glenbrook Housing  Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

February 4, 1994


<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Godley Arms Housing Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  Godley  Arms  Housing
Associates, Ltd. (a Texas Limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial statements based on our audit. The financial statements of Godley Arms
Housing Associates, Ltd. as of December 31, 1992, were audited by other auditors
whose report dated January 29, 1993,  expressed an unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects, the financial position Godley Arms Housing Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 14, 1994


<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
North Quail Run Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet of North  Quail Run  Housing
Associates, Ltd. (a Texas limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial statements based on our audit. The financial statements of North Quail
Run Housing  Associates,  Ltd. as of December  31,  1992,  were audited by other
auditors whose report dated January 29, 1993,  expressed an unqualified  opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  North  Quail Run  Housing
Associates,  Ltd.  at December  31,  1993,  and the  results of its  operations,
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 21, 1994



<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Lake Dallas Housing Associates, Ltd.
(d/b/a Shady Shores Apartments)

We  have  audited  the  accompanying   balance  sheet  of  Lake  Dallas  Housing
Associates,  Ltd. (a Texas limited partnership) (d/b/a Shady Shores Apartments),
as of December 31, 1993, and the related statements 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 these  financial  statements  based on our  audit.  The  financial
statements  of  Lake  Dallas  Housing  Associates,   Ltd.  (d/b/a  Shady  Shores
Apartments) as of December 31, 1992, were audited by other auditors whose report
dated January 29, 1993, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects, the financial position Lake Dallas Housing Associates,
Ltd.  (d/b/a Shady Shores  Apartments)  at December 31, 1993, and the results of
its operations, changes in partners' equity and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 20, 1994

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Eagles Nest Housing Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  Eagles  Nest  Housing
Associates,   Ltd.   (a   Texas   limited   partnership),   RECD   Project   No.
51-049-0752266596,   as  of  December  31,  1995,  and  the  related  statements
operations,  partners' equity (deficit), and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 Eagles Nest Housing  Associates,
Ltd. as of December  31,  1995,  and the results of its  operations,  changes in
partners'  equity  (deficit)  and its cash  flows  for the year then  ended,  in
conformity with generally accepted accounting principles.

As discussed in Note 4 to the financial statements,  the Partnership has entered
into an option with a prospective  purchaser for the sale of assets and transfer
of certain  liabilities  of the  Partnership.  It is presently not  determinable
whether the amounts realizable from the disposition of the assets or the amounts
that RECD agrees to accept in settlement of the  obligations  due it will differ
materially from the amounts shown in the accompanying financial statements.

As  described  in Note 3 to the  financial  statements,  the  Partnership  is in
noncompliance with RECD loan covenants and RECD regulations.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  26,  1996 on our  consideration  of the  Partnership's  internal
control  structure  and a report dated January 26, 1996 on its  compliance  with
laws and regulations.

/s/Plante & Moran LLP

January 26, 1996

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Eagles Nest Housing Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  Eagles  Nest  Housing
Associates, Ltd. (a Texas limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial statements based on our audit. The financial statements of Eagles Nest
Housing Associates, Ltd. as of December 31, 1992, were audited by other auditors
whose report dated January 29, 1993,  expressed an unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects, the financial position Eagles Nest Housing Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 25, 1994

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN, LLP

Independent Auditor's Report

To the Partners
Loan Oak Housing Associates, Ltd.

We have audited the accompanying  balance sheet of Loan Oak Housing  Associates,
Ltd. (a Texas Limited  partnership),  RECD Project No.  51-052-752266417,  as of
December 31,  1995,  and the related  statements  operations,  partners'  equity
(deficit),  and cash flows for the year then ended.  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 Loan Oak Housing Associates,  Ltd.
at December 31, 1995,  and the results of its  operations,  changes in partners'
equity (deficit), and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Subsequent  to  December  31,  1995,  as  discussed  in Note 4 to the  financial
statements,  the  Partnership  has  entered  into an option  with a  prospective
purchaser  for the sale of assets and  transfer  of certain  liabilities  of the
Partnership.  It is presently not  determinable  whether the amounts  realizable
from the  disposition of the assets or the amounts that RECD agrees to accept in
settlement of the  obligations  due it will differ  materially  from the amounts
shown in the accompanying financial statements.

As  described  in Note 3 to the  financial  statements,  the  Partnership  is in
noncompliance with RECD loan covenants and RECD regulations.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  30,  1996 on our  consideration  of the  Partnership's  internal
control  structure  and a report dated January 30, 1996 on its  compliance  with
laws and regulations.

/s/Plante & Moran LLP

January 30, 1996

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Lone Oak Housing Associates, Ltd.

We have audited the accompanying  balance sheet of Lone Oak Housing  Associates,
Ltd. (a Texas  limited  partnership),  as of December 31, 1993,  and the related
statements  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 these  financial
statements  based on our audit.  The  financial  statements  of Lone Oak Housing
Associates,  Ltd. as of December 31, 1992,  were audited by other auditors whose
report  dated  January  29,  1993,  expressed  an  unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects,  the financial  position Lone Oak Housing  Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 26, 1994



<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN, LLP

Independent Auditor's Report

To the Partners
Sherwood Arms Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Sherwood  Arms  Housing
Associates,   Ltd.   (a   Texas   Limited   partnership),   RECD   Project   No.
50-026-752266412,   as  of  December  31,  1995,  and  the  related   statements
operations,  partners' equity (deficit), and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 Sherwood Arms Housing Associates,
Ltd.  at  December  31,  1995,  and the  results of its  operations,  changes in
partners'  equity  (deficit),  and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

Subsequent  to  December  31,  1995,  as  discussed  in Note 4 to the  financial
statements,  the  Partnership  has  entered  into an option  with a  prospective
purchaser  for the sale of assets and  transfer  of certain  liabilities  of the
Partnership.  It is presently not  determinable  whether the amounts  realizable
from the  disposition of the assets or the amounts that RECD agrees to accept in
settlement of the  obligations  due it will differ  materially  from the amounts
shown in the accompanying financial statements.

As  described  in Note 3 to the  financial  statements,  the  Partnership  is in
noncompliance with RECD loan covenants and RECD regulations.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  6,  1996 on our  consideration  of the  Partnership's  internal
control  structure and a report dated  February 6, 1996 on its  compliance  with
laws and regulations.

/s/Plante & Moran LLP

February 6, 1996

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN, LLP

Independent Auditor's Report

To the Partners
Pilot Point Housing Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  Pilot  Point  Housing
Associates, Ltd. (a Texas Limited partnership), as of December 31, 1995, and the
related statements  operations,  partners' equity (deficit),  and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 Pilot Point Housing  Associates,
Ltd.  at  December  31,  1995,  and the  results of its  operations,  changes in
partners'  equity  (deficit),  and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

As discussed in Note 4 to the financial statements,  the Partnership has entered
into an option with a prospective  purchaser for the sale of assets and transfer
of certain  liabilities  of the  Partnership.  It is presently not  determinable
whether the amounts realizable from the disposition of the assets or the amounts
that RECD agrees to accept in settlement of the  obligations  due it will differ
materially from the amounts shown in the accompanying financial statements.

As  described  in Note 3 to the  financial  statements,  the  Partnership  is in
noncompliance with RECD loan covenants and RECD regulations.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  30,  1996 on our  consideration  of the  Partnership's  internal
control  structure  and a report dated January 30, 1996 on its  compliance  with
laws and regulations.

/s/Plante & Moran LLP

January 30, 1996

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Pilot Point Housing Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  Pilot  Point  Housing
Associates, Ltd. (a Texas limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial statements based on our audit. The financial statements of Pilot Point
Housing Associates, Ltd. as of December 31, 1992, were audited by other auditors
whose report dated January 29, 1993,  expressed an unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects, the financial position Pilot Point Housing Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 18, 1994


<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN, LLP

Independent Auditor's Report

To the Partners
Willowick Housing Associates, Ltd.

We have audited the accompanying  balance sheet of Willowick Housing Associates,
Ltd. (a Texas  Limited  partnership),  RECD Project No.  49-049-75227086,  as of
December 31,  1995,  and the related  statements  operations,  partners'  equity
(deficit),  and cash flows for the year then ended.  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 Willowick Housing Associates, Ltd.
at December 31, 1995,  and the results of its  operations,  changes in partners'
equity (deficit), and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As discussed in Note 5 to the financial statements,  the Partnership has entered
into an option with a prospective  purchaser for the sale of assets and transfer
of certain  liabilities  of the  Partnership.  It is presently not  determinable
whether the amounts realizable from the disposition of the assets or the amounts
that RECD agrees to accept in settlement of the  obligations  due it will differ
materially from the amounts shown in the accompanying financial statements.

As  described  in Note 4 to the  financial  statements,  the  Partnership  is in
noncompliance with RECD loan covenants and RECD regulations.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  8,  1996 on our  consideration  of the  Partnership's  internal
control  structure and a report dated  February 8, 1996 on its  compliance  with
laws and regulations.

/s/Plante & Moran LLP

February 8, 1996

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Willowick Housing Associates, Ltd.

We have audited the accompanying  balance sheet of Willowick Housing Associates,
Ltd. (a Texas  limited  partnership),  as of December 31, 1993,  and the related
statements  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 these  financial
statements  based on our audit.  The financial  statements of Willowick  Housing
Associates,  Ltd. as of December 31, 1992,  were audited by other auditors whose
report  dated  January  29,  1993,  expressed  an  unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material respects,  the financial position Willowick Housing  Associates,
Ltd.  at  December  31,  1993,  and the  results of its  operations,  changes in
partners'  equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 13, 1994


<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
West Hallettsville Housing Associates, Ltd.

We have audited the  accompanying  balance sheet of West  Hallettsville  Housing
Associates, Ltd. (a Texas limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial  statements  based on our  audit.  The  financial  statements  of West
Hallettsville Housing Associates,  Ltd. as of December 31, 1992, were audited by
other  auditors  whose report dated January 29, 1993,  expressed an  unqualified
opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all material  respects,  the financial  position West  Hallettsville  Housing
Associates,  Ltd.  at December  31,  1993,  and the  results of its  operations,
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 28, 1994

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN, LLP

Independent Auditor's Report

To the Partners
One Main Place Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of One Main  Place  Housing
Associates, Ltd. (a Texas limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial  statements based on our audit.  The financial  statements of One Main
Place Housing  Associates,  Ltd. as of December 31, 1992,  were audited by other
auditors whose report dated January 29, 1993,  expressed an unqualified  opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  One  Main  Place  Housing
Associates,  Ltd.  at December  31,  1993,  and the  results of its  operations,
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 13, 1994

<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN

Independent Auditor's Report

To the Partners
Sherwood Arms Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Sherwood  Arms  Housing
Associates, Ltd. (a Texas limited partnership), as of December 31, 1993, and the
related  statements  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 these
financial  statements based on our audit.  The financial  statements of Sherwood
Arms Housing  Associates,  Ltd. as of December  31, 1992,  were audited by other
auditors whose report dated January 29, 1993,  expressed an unqualified  opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 1993 financial statements referred to above present fairly,
in  all  material  respects,   the  financial  position  Sherwood  Arms  Housing
Associates,  Ltd.  at December  31,  1993,  and the  results of its  operations,
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

As  described  in Note 6 to the  financial  statements,  the  Partnership  is in
noncompliance with FmHA loan covenants and FmHA regulations.

/s/Plante & Moran

January 15, 1994


<PAGE>
[Letterhead]
[LOGO]
PLANTE & MORAN, LLP

Independent Auditor's Report

To the Partners
Division of Boston Financial
Texas Properties Limited Partnership III
(d/b/a Lakeway Colony)

We have audited the  accompanying  balance sheet of Division of Boston Financial
Texas Properties Limited Partnership III (a Massachusetts  limited  Partnership)
(d/b/a Lakeway Colony), RECD Project No.  49-061-0043253081,  as of December 31,
1995, and the related  statements  operations,  partners' equity (deficit),  and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing  Standards,  issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material  misstatement.  An audit also includes  examining,  on a test basis,
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 Division of Boston Financial Texas
Properties Limited Partnership III (a Massachusetts  limited Partnership) (d/b/a
Lakeway Colony) at December 31, 1995, and the results of its operations, changes
in partners' equity,  and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As discussed in Note 5 to the financial statements,  the Partnership has entered
into an option with a prospective  purchaser for the sale of assets and transfer
of certain  liabilities  of the  Partnership.  It is presently not  determinable
whether the amounts realizable from the disposition of the assets or the amounts
that RECD agrees to accept in settlement of the  obligations  due it will differ
materially from the amounts shown in the accompanying financial statements.

In accordance with Government Auditing  Standards,  we have also issued a report
dated March 14, 1996 on our consideration of the Partnership's  internal control
structure  and a report  dated  March 14, 1996 on its  compliance  with laws and
regulations.

/s/Plante & Moran LLP

March 14, 1996

<PAGE>
[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard
Certified Public Accountants
A Professional Association

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have  audited the  accompanying  balance  sheet of Wayne  Senior  Housing,  A
Limited   Partnership   (a   Kansas   limited   Partnership)   FmHA   Case   No.
32-090-481008237,  as of December 31, 1994, and the related  statements of loss,
partners'  equity and cash flows for the year ended  December  31,  1994.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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  also  includes  examining,  on a test  basis,  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 Wayne Senior Housing, A Limited
Partnership as of December 31, 1994, and the results of its operations,  changes
in partners' equity,  and cash flows for the year then ended, in conformity with
generally accepted accounting principles.


/s/Braunsdorf, Carlson, and Clinkinbeard

Braunsdorf, Carlson, and Clinkinbeard, CPA's, P.A.

Topeka, Kansas
February 13, 1995

<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand

Certified Public Accountants

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Willow Lake Partners II, L.P.
(a Limited Partnershhip)

We have audited the accompanying  balance sheet of Willow Lake Partners II, L.P.
(a Limited Partnershhip), as of December 31, 1993, 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  also  includes  examining,  on a test  basis,  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 Willow Lake Partners II, L.P. (a
Limited Partnershhip) as of December 31, 1993, and the results of its operations
and its cash  flows  for the year  then  ended,  in  conformity  with  generally
accepted accounting principles.


/s/Coopers & Lybrand

Boston, Massachusetts
February 17, 1994

<PAGE>
 [Letterhead]
[LOGO]
Deloitte & Touche LLP


INDEPENDENT AUDITORS' REPORT

To the Partners of                         Pennsylvania Housing Finance Agency
River Front Apartments Limited             2101 North Front Street
Partnership                                P.O. Box 8029
Washington, D.C.                           Harrisburg, PA

We have audited the accompanying statements of financial position of River Front
Apartments Limited Partnership, A Limited Partnership,  PHFA Project No. R458-8E
as of December 31, 1995 and 1994, and the related  statements of profit and loss
(on HUD Form No.  92410),  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  also  includes  examining,  on a test  basis,  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,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of River Front Apartments Limited  Partnership
at December 31, 1995 and 1994,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/Deloitte & Touche LLP


January 31, 1996

<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP


INDEPENDENT AUDITORS' REPORT

To the Partners of                         Pennsylvania Housing Finance Agency
River Front Apartments Limited             2101 North Front Street
Partnership                                P.O. Box 8029
Washington, D.C.                           Harrisburg, PA

We have audited the accompanying statements of financial position of River Front
Apartments Limited Partnership, A Limited Partnership,  PHFA Project No. R458-8E
as of December 31, 1994 and 1993, and the related  statements of profit and loss
(on HUD Form No.  92410),  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  also  includes  examining,  on a test  basis,
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,  such  financial  statements  present  fairly  in all  material
respects, the financial position River Front Apartments Limited Partnership,  as
of December 31, 1994 and 1993,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

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

/s/Deloitte & Touche LLP


January 11, 1995

<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP


INDEPENDENT AUDITORS' REPORT

To the Partners of                     Pennsylvania Housing Finance Agency
Susquehanna View Limited               2101 North Front Street
Partnership                            P.O. Box 8029
Washington, D.C.                       Harrisburg, PA

We have audited the accompanying statements of financial position of Susquehanna
View Limited Partnership, A Limited Partnership,  PHFA Project No. R451-8E as of
December 31, 1995 and 1994,  and the related  statements  of profit and loss (on
HUD Form No. 92410),  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  also  includes  examining,  on a test  basis,  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,  such  financial  statements  present  fairly  in all  material
respects, the financial position of Susquehanna View Limited Partnership,  as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.


/s/Deloitte & Touche LLP


January 17, 1996


<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP


INDEPENDENT AUDITORS' REPORT

To the Partners of                          Pennsylvania Housing Finance Agency
Susquehanna View Limited                    2101 North Front Street
Partnership                                 P.O. Box 8029
Washington, D.C.                            Harrisburg, PA

We have audited the accompanying statements of financial position of Susquehanna
View Limited Partnership, A Limited Partnership,  PHFA Project No. R451-8E as of
December 31, 1994 and 1993,  and the related  statements  of profit and loss (on
HUD Form No. 92410),  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  also  includes  examining,  on a test  basis,
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,  such  financial  statements  present  fairly  in all  material
respects, the financial Susquehanna View Limited Partnership, as of December 31,
1994 and 1993,  and the  results  of its  operations  and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The additional  information,  as referred
to in the  Table of  Contents,  is  presented  for the  purposes  of  additional
analysis  and is not a required  part of the basic  financial  statements.  This
additional  information is the  responsibility of the Partnership's  management.
Such  information  has been  subjected  to the
 <PAGE>
Susquehanna  View Limited
Partnership Page 2

auditing procedures applied in the audit of the basic financial  statements and,
in our opinion,  the  additional  information  is fairly  stated in all material
respects in relation to the financial statements taken as a whole.


/s/Deloitte & Touche LLP


January 16, 1995

<PAGE>
[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard
Certified Public Accountants
A Professional Association

INDEPENDENT ACCOUNTANTS' COMPILATION REPORT

We are enclosing the following  compiled  financial  statements for the attached
list of properties

1.  Balance sheet as of December 31, 1995.

2. Statement of income for the current  period ending  December 31, 1995 and the
twelve months ending December 31, 1995.

These  statements  have been  compiled by us in  accordance  with  Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. A compilation is limited to presenting in the form
of financial statements information that is the representation of management. We
have  not  audited  or  reviewed  the  accompanying  financial  statements  and,
accordingly do not express an opinion or any other form of assurance on them.

Management  has elected to omit  substantially  all of the  disclosures  and the
statement of cash flows required by generally accepted accounting principals. If
the omitted  disclosures were included in the financial  statements,  they might
influence the user's conclusions about the company's financial position, results
of operations,  and cash flows. Accordingly,  these financial statements are not
designed for those who are not informed of such matters.

Sincerely,

/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.

Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
February 28, 1996

<PAGE>

Billings Family Housing
Ellsworth Senior Housing
Garden Plain Senior Housing
Rossville Senior Housing
Prairieland of Satanta
Prairieland of Syracuse
Wayne Senior Housing

<PAGE>
[Letterhead]
[LOGO]
Braunsdorf, Carlson and Clinkinbeard
Certified Public Accountants
A Professional Association

INDEPENDENT ACCOUNTANTS' COMPILATION REPORT

We are enclosing the following  compiled  financial  statements for the attached
list of properties

1.  Balance sheet as of December 31, 1994.

2. Statement of income for the current  period ending  December 31, 1994 and the
twelve months ending December 31, 1994.

These  statements  have been  compiled by us in  accordance  with  Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. A compilation is limited to presenting in the form
of financial statements information that is the representation of management. We
have  not  audited  or  reviewed  the  accompanying  financial  statements  and,
accordingly do not express an opinion or any other form of assurance on them.

Management  has elected to omit  substantially  all of the  disclosures  and the
statement of cash flows required by generally accepted accounting principals. If
the omitted  disclosures were included in the financial  statements,  they might
influence the user's conclusions about the company's financial position, results
of operations,  and cash flows. Accordingly,  these financial statements are not
designed for those who are not informed of such matters.

Sincerely,

/s/Braunsdorf, Carlson and Clinkinbeard

Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Topeka, Kansas
February 28, 1995

<PAGE>

Altheimer Associates I, L.P
Billings Family Housing
Blair Senior Housing
Bolivar Senior Housing, L.P.
Ellsworth Senior
Garden Plain Senior
La Center Associates, L.P.
Lamar Associates, L.P.
Longview Apartments, L.P.
Missouri Rural Housing of Oak Grove, L.P.
Mulburry Associates I, L.P.
Prairieland of Satanta
Prairieland of Syracuse
Rossville Senior
Smithsville Senior
Strafford II Rural
Westgate Associates I, L.P. Winona Associates I, L.P.

<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        12-MOS
<FISCAL-YEAR-END>                                    MAR-31-1996
<PERIOD-END>                                         MAR-31-1996
<CASH>                                               268,040
<SECURITIES>                                         158,967
<RECEIVABLES>                                        41,497<F1>
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     156,597<F2>
<PP&E>                                               12,818,153
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       44,371,622<F3>
<CURRENT-LIABILITIES>                                5,756,906
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           34,554,893
<TOTAL-LIABILITY-AND-EQUITY>                         44,371,622<F4>
<SALES>                                              000
<TOTAL-REVENUES>                                     2,380,294<F5>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     3,669,367<F6>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   754,480
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      1,279,618
<CHANGES>                                            000
<NET-INCOME>                                         (5,440,551)<F7>
<EPS-PRIMARY>                                        ($53.86)
<EPS-DILUTED>                                        000
<FN>
<F1>Included in receivables:  Accounts receivable $40,757,  Interest receivable
$740
<F2>Included  in current assets:  Prepaid  insurance  $35,930,  Tenant security
deposits $67,011, Other current assets $53,656
<F3>Included  in  total  assets:  Investments  in  Local  Limited  Partnerships
$30,216,554,  Replacement reserves $168,335,  Deferred escrow $450,000, Deferred
expenses, net $93,479
<F4>Included  in Total  Liabilities  and Equity:  Due to
affiliate $323,046,  Deferred acquisition fees payable $450,000, General Partner
Advances  $200,000,  $2,744,825 of long-term  debt,  Minority  interest in Local
Limited Partnerships  $341,952. 
<F5>Total revenue includes:  Rental $2,143,530,
Investment  $85,858,  Other  $150,906.
<F6>Included  in Other  Expenses:  Asset
Management  fees  $447,110,  General  and  Administrative  $841,989,  Bad  debts
$54,351,  Property  Management  fees $84,715,  Rental  operations,  exclusive of
depreciation  $1,488,464,   $754,480,  Depreciation  $573,735  and  Amortization
$179,003.
<F7>Net loss reflects: equity in losses of Local Limited Partnerships
of $4,771,769,  loss on  liquidation of interests in Local Limited  Partnerships
$12,349, Loss on transfer of real estate $286,672, a gain on liquidation of real
estate  $123,971 and  minority  interest in loss of Local  Limited  Partnerships
$270,203.

</FN>
         
 
</TABLE>


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