BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L P IV
10-K, 1997-06-30
OPERATORS OF APARTMENT BUILDINGS
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June 27, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


       Boston Financial Qualified Housing Tax Credits L.P. IV
       Form 10-K Annual Report for Year Ended March 31, 1997
       File Number 0-19765


Gentlemen:

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934, there is filed herewith one copy of the subject report.

Very truly yours,


  \s\ Veronica Curioso
  Veronica Curioso
  Assistant Controller



QH410K-K



<PAGE>




                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                               Washington, DC 20549

                                                     FORM 10-K
                                   Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended                                Commission file number
March 31, 1997                                                   0-19765

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

Massachusetts                                                    04-3044617
(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.

                       $67,653,000 as of March 31, 1997


<PAGE>



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

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

Post-effective Amendments No. 1 through 3 to the
  Registration Statement, File # 33-26394                    Part I, Item 1

Acquisition Reports                                          Part I, Item 1

Prospectus - Sections Entitled:

  "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. IV
                                 (A Limited Partnership)

                               ANNUAL REPORT ON FORM 10-K
                            FOR THE YEAR ENDED MARCH 31, 1997

                                   TABLE OF CONTENTS


PART I                                                         Page No.

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

PART II

   Item  5    Market for the Registrant's Units
              and Related Security Holder Matters                K-13
   Item  6    Selected Financial Data                            K-14
   Item  7    Management's Discussion and Analysis of
              Financial Condition and Results
              of Operations                                      K-15
   Item  8    Financial Statements and Supplementary Data        K-18
   Item  9    Changes in and Disagreements on Accounting
              and Financial Disclosure                           K-18


PART III

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


PART IV

   Item  14   Exhibits, Financial Statement Schedules
               and Reports on Form 8-K                           K-24


SIGNATURES                                                       K-25




<PAGE>


                                  PART I

Item 1.  Business

Boston Financial  Qualified Housing Tax Credits L.P. IV (the "Partnership") is a
limited  partnership  formed on March 30, 1989 under the Revised Uniform Limited
Partnership  Act  of  the  Commonwealth  of  Massachusetts.   The  Partnership's
partnership  agreement  ("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  $67,653,000  ("Gross
Proceeds"), net of discounts of $390,000, through the sale of 68,043 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 January 31, 1990.

The  Partnership  is engaged  solely in the business of real estate  investment.
Affiliates  of the  Managing  General  Partner,  BF Leawood,  Inc.  and BF Texas
Limited Partnership assumed the Local General Partner interests in Leawood Manor
Associates,  L.P.  ("Leawood")  and twelve other Local Limited  Partnerships  in
which the Partnership  invests (the "Texas  Partnerships"),  respectively.  As a
result,  the  Partnership  is deemed to have  control over Leawood and the Texas
Partnerships 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 under Item 7  Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations,  BF
Texas  Limited  Partnership  has  relinquished  control  of  two  of  the  Texas
Partnerships, and the Managing General Partner has transferred all of the assets
of  five  Texas  Partnerships  subject  to  their  liabilities  to  unaffiliated
entities.  Therefore,  as of March 31, 1997, six of the Texas  Partnerships  are
presented in combined form. The  Partnership  will retain its interest in one of
the Texas Partnerships (Gateway Village).

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

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



<PAGE>
<TABLE>


                                    TABLE A

                             SELECTED LOCAL LIMITED
                                 PARTNERSHIP DATA
                                    (Unaudited)
<CAPTION>

   Properties Owned by Local
     Limited Partnerships*                                                                     Date Interest
                                                           Location                                Acquired
    ---------------------------                      ---------------------                      ---------------

     <S>                                             <C>                                         <C>
     Brookscrossing                                  Atlanta, GA                                 06/30/89
     Dorsett                                         Philadelphia, PA                            10/20/89
     Willow Ridge                                    Prescott, AZ                                08/28/89
     Allentown Town House                            Allentown, PA                               12/26/89
     Prince Street Tower                             Lancaster, PA                               03/13/89
     Sencit Towne House                              Shillington, PA                             12/26/89
     Pinewood Terrace**                              Rusk, TX                                    12/27/89
     Justin Place**                                  Justin, TX                                  12/27/89
     Grandview**                                     Grandview, TX                               12/27/89
     Hampton Lane                                    Buena Vista, GA                             12/20/89
     Audobon                                         Boston, MA                                  12/22/89
     Bent Tree**                                     Jackson, TX                                 12/27/89
     Royal Crest**                                   Bowie, TX                                   12/27/89
     Nocona Terrace**                                Nocona, TX                                  12/27/89
     Pine Manor**                                    Jacksboro, TX                               12/27/89
     Hilltop**                                       Rhome, TX                                   12/27/89
     Valley View**                                   Valley View, TX                             12/27/89
     Bentley Court                                   Columbia, SC                                12/26/89
     Orocovix IV                                     Orocovix, PR                                12/30/89
     Leawood Manor                                   Leawood, KS                                 12/29/89
     Bryson Place**                                  Bryson, TX                                  12/28/89
     Carolina Woods                                  Greensboro, NC                              01/31/90
     Mayfair Mansion                                 Washington, DC                              03/21/90
     Oakview Square                                  Chesterfield, MI                            03/22/89
     Whitehills II                                   Howell, MI                                  04/21/90
     Orchard View                                    Gobles, MI                                  04/29/90
     Lakeside Square                                 Chicago, IL                                 05/17/90
     Lincoln Green                                   Old Town, ME                                03/21/90
     Brown Kaplan                                    Boston, MA                                  07/01/90
     Greentree Village                               Greenville, GA                              07/06/90
     Canfield Crossing                               Milan, MI                                   08/20/90
     Findlay Market                                  Cincinnati, OH                              08/15/90
     Seagraves**                                     Seagraves, TX                               11/28/90
     West Pine                                       Findlay, PA                                 12/31/90
     BK Apartments                                   Jamestown, ND                               12/01/90
     46th & Vincennes                                Chicago, IL                                 03/29/91
     Gateway **                                      Azle, TX                                    06/24/91
</TABLE>

*    The  Partnership's  interest  in  profits and losses of each Local  Limited
Partnership arising from normal operations is 99%, with the exception of Leawood
Manor  which  is 89%.  Profits  and  losses  arising  from  sale or  refinancing
transactions  are  allocated in  accordance  with the  respective  Local Limited
Partnership Agreements.

**    As of March 31, 1997, the Managing  General  Partner has transferred all
of the assets of five of the Texas Partnerships  subject to their liabilities to
unaffiliated   entities.   Seagraves  Garden,   Grandview  Terrace,  Pecan  Hill
Apartments,  Hilltop  Apartments and Bent Tree Apartments were transferred prior
to March 31, 1997. Negotiations between the Managing General Partner, the Lender
and prospective  buyers have continued  through the past quarter  resulting in a
revised  disposition  plan.  The new  plan  will  transfer  title  to six of the
remaining seven Texas Partnerships (Pinewood Terrace, Justin Place, Royal Crest,

<PAGE>

Nocona,  Valley View and Pine Manor) to  unaffiliated  buyers.  If  negotiations
continue  as  expected,  this  transfer  will  occur  during the second or third
quarter of calendar  1997. In the meantime,  operating  deficits  continue to be
funded from  Partnership  Reserve.  The Partnership  will retain its interest in
Gateway Village.

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 operations  revenues and expenses to the 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.

With the  exception  of  Leawood  Manor and the Texas  Partnerships,  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, 1997, 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: Sencit Townhouse L.P., Allentown Townhouse L.P. and Prince
Street Ltd.  representing 10.71%, have NCHP as Local General Partner;  Greentree
Village L.P. and Buena Vista  Properties L.P.  representing  .58%, have Norsouth
Corporation as Local General Partner; and Whitehills Apartments Co., L.P., Milan
Apartments  Co.,  L.P., and Gobles LDHA,  L.P.  representing  1.07%,  have First
Centrum 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  apartment  complexes  in the same areas.  The  continued  success of the
Partnership  will depend on many outside  factors,  most of which are beyond the
control of the  Partnership  and which cannot be  predicted  at this time.  Such
factors include general  economic and real estate market  conditions,  both on a
national  basis  and in those  areas  where  the  Properties  are  located,  the
availability  and cost of  borrowed  funds,  real  estate tax  rates,  operating
expenses,  energy costs and  government  regulations.  In addition,  other risks
inherent in real estate  investment  may influence  the ultimate  success of the
Partnership,  including  (i)  possible  reduction  in  rental  income  due to an
inability to maintain high  occupancy  levels or adequate  rental  levels,  (ii)
possible  adverse  changes in general  economic  conditions  and  adverse  local
conditions,  such as  competitive  overbuilding,  or a decrease in employment or
adverse changes in real estate laws,  including  building  codes,  and (iii) the
possible  future  adoption of rent  control  legislation  which would not permit
increased costs to be passed on to the tenants in the form of rent increases, or
which would suppress the ability of the Local Limited  Partnerships  to generate
operating  cash flow.  Since 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 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 IV, Inc., the Managing General Partner
of the Partnership.  The other General Partner of the Partnership is Arch Street
IV 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
Partner,  for certain expenses and overhead costs. A complete  discussion of the
management of the Partnership is set forth in Item 10 of this Report.




<PAGE>



Item 2.  Properties

The Partnership owns limited  partnership  interests in thirty-two 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 99% with
the exception of Leawood which is 89%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
by its relevant state tax credit agency. In general, the Tax Credit runs for ten
years from the date the  Property is placed in  service.  The  required  holding
period (the  "Compliance  Period") of the  Properties is fifteen  years.  During
these fifteen  years,  the  Properties  must satisfy rent  restrictions,  tenant
income  limitations  and other  requirements,  as  promulgated  by the  Internal
Revenue  Service,  in order to  maintain  eligibility  for the Tax Credit at all
times during the Compliance Period.  Once a Local Limited Partnership has become
eligible for the Tax Credits,  it may lose such  eligibility and suffer an event
of  recapture  if  its  Property   fails  to  remain  in  compliance   with  the
requirements.

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
                                                   Total             Total Paid         Mtge. Loans
Local Limited Partnership      Number of       committed at        through March         payable at                     Occupancy at
Property Name                 Apt. Units      March 31, 1997          31, 1997          December 31,        Type of       March 31,
Property Location                                                                           1996             Subsidy*       1997
- ---------------------------- ------------    ----------------     ---------------    -----------------     -----------   ----------

<S>                              <C>           <C>                  <C>                 <C>                   <C>                <C>
Brookscrossing Apartments, L.P.
   A Limited Partnership
Brookscrossing
Atlanta, GA                      224           $3,363,776           $3,363,776          $5,546,557            None               95%

Willow Ridge Development Co.
   Limited Partnership
Willow Ridge
Prescott, AZ                     134            2,125,000            2,125,000           3,104,568            None               97%

Leawood Associates, L.P.**
   A Limited Partnership
Leawood Manor
Leawood, KS                      254            7,497,810            7,497,810           7,521,294            None               97%

Dorsett Limited Partnership
Dorsett Apartments
Philadelphia, PA                  58            2,482,107            2,482,107           2,330,297          Section 8            86%

Allentown Towne House, L.P.
Towne House Apartments
Allentown, PA                    160            1,589,403            1,589,403           6,643,518          Section 8            99%

Prince Street Towers L.P.
   A Limited Partnership
Lancaster House North
Lancaster, PA                    201            1,996,687            1,996,687           8,105,645          Section 8           100%

Sencit Towne House L.P.
Sencit Towne House
Shillington, PA                  201            1,996,687            1,996,687           7,338,591          Section 8            99%
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                                    Capital Contributions
                                                  Total             Total Paid         Mtge. Loans
Local Limited Partnership     Number of       committed at        through March         payable at                      Occupancy at
Property Name                Apt. Units      March 31, 1997          31, 1997          December 31,        Type of        March 31,
Property Location                                                                          1996             Subsidy*        1997
- ---------------------------- ------------    ----------------     ---------------    -----------------     -----------    ---------

<S>                               <C>             <C>                  <C>               <C>                  <C>                <C>
East Rusk Housing Associates, LTD 
Pinewood Terrace Apartments
Rusk, TX  (A)**                   84              269,515              269,515           1,043,248            FmHA               19%

Gateway Housing Associates, LTD 
Gateway Village Garden Apts.
Azle, TX(A)**                     50              251,326              251,326           1,133,081            FmHA               98%

Justin Housing Associates, LTD
Justin Place
Justin, TX(A)**                   24               91,565               91,565             334,416            FmHA               33%

Grandview Housing Associates, LTD 
Grandview
Grandview, TX(A)

Buena Vista Limited Partnership
Hampton Lane (Buena Vista)
Buena Vista, GA                   24              153,474              153,474             718,754            FmHA               96%

Audobon Group, L.P. A 
    Massachusetts Limited 
          Partnership
Audobon
Boston, MA                        37            2,640,419            2,640,419           3,161,989          Section 8            99%

Bent Tree Housing Associates (A)
Bent Tree
Jacksboro, TX

Bowie Housing Associates, LTD (A)
Royal Crest (Bowie)
Bowie, TX                         48              174,657              174,657             686,283            FmHA               35%
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                   Capital Contributions
                                                  Total             Total Paid         Mtge. Loans
Local Limited Partnership     Number of       committed at        through March         payable at                      Occupancy at
Property Name                Apt. Units      March 31, 1997          31, 1997          December 31,        Type of        March 31,
Property Location                                                                          1996             Subsidy*        1997
- ---------------------------  ------------    ----------------     ---------------    -----------------     -----------  -----------

<S>                               <C>             <C>                  <C>                 <C>                <C>                <C>
Nocona Terrace Housing
   Associates, LTD (A)
Nocona Terrace
Nocona, TX                        36              141,629              141,629             546,756            FmHA               19%

Pine Manor Housing Associates 
Pine Manor(A)**
Jacksboro, TX                     36               97,536               97,536             575,167            FmHA               35%

Rhome Housing Associates, LTD (A)
Hilltop Apartments
Rhome, TX

Valley View Housing Associates, 
LTD 
Valley View (A)**
Valley View, TX                   24               90,230               90,230             366,778            FmHA               21%

Bentley Court II Limited 
Partnership
Bentley Court
Columbia, SC                     273            5,000,000            5,000,000           6,960,496            None               95%

Bryson Housing Associates, LTD(A)
Pecan Hill Apartments
Bryson, TX

Orocovix Limited Dividend
   Partnership, S.E.
Orocovix IV
Orocovix, PR                      40              361,444              361,444           1,648,381            FmHA              100%

Carolina Woods Associates, L.P.
Carolina Woods
Greensboro, NC                    48            1,000,000            1,000,000           1,163,956            None               96%

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                   Capital Contributions
                                                  Total             Total Paid         Mtge. Loans
Local Limited Partnership     Number of       committed at        through March         payable at                     Occupancy at
Property Name                Apt. Units      March 31, 1997          31, 1997          December 31,        Type of       March 31,
Property Location                                                                         1996             Subsidy*       1997
- ---------------------------- ------------    ----------------     ---------------    -----------------     --------    ------------


<S>                             <C>            <C>                  <C>                <C>                 <C>                  <C>
Kenilworth Associates LTD
   A Limited Partnership
Mayfair Mansions
Washington, DC                  569            4,250,000            4,250,000          21,481,995          Section 8            97%

Oakview Square Limited 
     Partnership
   A Michigan Limited 
     Partnership
Oakview Square
Chesterfield, MI                192            5,299,652            5,299,652           6,075,155            None               95%

Whitehills II Apartments 
     Company
   Limited Partnership
Whitehills II
Howell, MI                       24              169,276              169,276             755,846            None               92%

Gobles Limited Dividend
   Housing Associates
Orchard View
Gobles, MI                       24              162,022              162,022             740,261            FmHA               96%

Lakeside Square Limited 
     Partnership
   An Illinois Limited 
     Partnership
Lakeside Square
Chicago, IL                     308            3,978,813            3,978,813           6,333,106          Section 8            99%

Lincoln Green Associates, A 
     Limited Partnership
Lincoln Green
Old Towne, ME                    30              352,575              352,575           1,246,052          Section 8           100%

Brown Kaplan Limited 
     Partnership
Brown Kaplan
Boston, MA                       60            3,024,663            3,024,663           7,687,075            Loans              95%
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                   Capital Contributions
                                                  Total             Total Paid         Mtge. Loans
Local Limited Partnership     Number of       committed at        through March         payable at                     Occupancy at
Property Name                Apt. Units      March 31, 1997          31, 1997          December 31,        Type of       March 31,
Property Location                                                                          1996             Subsidy*       1997
- ------------------------     ------------    ----------------     ---------------    -----------------     -----------   ----------

<S>                              <C>             <C>                  <C>                 <C>                <C>               <C>
Green Tree Village Limited 
   Partnership
     A Limited Partnership
Green Tree Village
Greenville, GA                   24              145,437              145,437             659,724            FmHA              100%

Milan Apartments Company
   Limited Partnership
Canfield Crossing
Milan, MI                        32              230,500              230,500           1,019,473            FmHA              100%

Findlay Market Limited 
     Partnership
Findlay Market
Cincinnati, OH                   49            1,313,595            1,313,595           1,709,250          Section 8            84%

Seagraves Housing Associates,
      LTD. (A)
Seagraves
Seagraves, TX

West Pine Associates
West Pine
Findlay, PA                      38              313,445              313,445           1,680,626            FmHA               95%

B-K Apartments Limited 
     Partnership
BK Apartments
Jamestowne, ND                   48              290,000              290,000             920,000          Section 8            85%

46th and Vincennes Limited
   Partnership
46th and Vincennes
Chicago, IL                      28              751,120              751,120           1,314,127          Section 8            93%
                               ------         ------------         ------------           ---------
                               3,382           51,604,363           51,604,363        110,552,465
                               ======
Less:  **Combined Entities                     8,297,982            8,297,982          10,973,984
                                              ------------         ------------       ----------
                                              $43,306,381          $43,306,381        $99,578,481
                                               ===========         ==========          ===========
</TABLE>

*                 FmHA This subsidy,  which is  authorized  under Section 515 of
                  the Housing Act of 1949,  can be one or a combination  of many
                  different  types.  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,  1997,  the  Managing  General  Partner  has
                  transferred   all  of  the   assets   of  five  of  the  Texas
                  Partnerships  subject to their  liabilities.  Six of the seven
                  remaining Texas  Partnerships  will be transferred after March
                  31, 1997. The Partnership  will retain its interest in Gateway
                  Village.  The five  transferred  Texas  Partnerships had total
                  capital contributions and mortgage payable amounts of $453,665
                  and $1,989,223, respectively, as of the transfer dates.





<PAGE>


Two Local Limited  Partnerships  invested in by the  Partnership  each represent
more  than  10% of  the  total  capital  contributions  made  to  Local  Limited
Partnerships by the Partnership. The first is Leawood Associates, L.P. ("Leawood
Manor").  Leawood Manor,  representing 14.4% of the total original investment in
Local Limited Partnerships,  is a 254-unit apartment complex located in Leawood,
Kansas.  Leawood  Manor is financed  by a first  mortgage at 8%, with an accrual
rate of 11.75% and monthly payments of $77,850 plus 95% of the net cash flows as
defined by the mortgage agreement. On July 10, 1999, the reduced payment rate is
scheduled  to increase to 10%.  The  mortgage  note  matures in July 2006 and is
collateralized by the property.

The other Local  Limited  Partnership  which  represents  more than 10.0% of the
total capital  contributions to be made to Local Limited Partnerships is Oakview
Square Limited  Partnership  ("Oakview  Square").  Oakview Square,  representing
10.2% of the total  original  investment  in Local  Limited  Partnerships,  is a
192-unit apartment complex located in Chesterfield,  Michigan. Oakview Square is
financed by a first mortgage loan at 9.75% interest and a 35 year term. The loan
matures in April 2010.

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


Item 3.  Legal Proceedings

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


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

None.


                                     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,  1997,  there  were  3,976  record  holders  of  Units  of the
Partnership.

Cash distributions, when  made, are  paid annually.  No cash distributions were 
paid for the years ended March 31, 1997, 1996 and 1995.


<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 Combined  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,
                                             1997           1996           1995             1994           1993


<S>                                      <C>           <C>              <C>             <C>             <C>         
Revenue (C)                              $  2,099,229  $  2,633,694     $  2,506,970    $  1,765,316    $  1,638,645
Equity in losses of Local Limited
   Partnerships (C)                       (2,747,270)     (2,957,339)    (3,688,171)     (4,055,382)     (4,424,849)
Net loss                                  (5,503,780)     (5,046,594)    (6,661,959)     (5,954,828)     (5,535,165)
   Per Limited Partnership Unit               (80.08)         (73.43)        (96.93)         (86.64)         (80.53)
Cash, cash equivalents and
   marketable securities (C)                1,344,743     1,843,216        2,494,846       3,906,462       5,150,766
Investments in Local Limited
   Partnerships, at original cost(E)       55,991,829    55,991,829       55,991,829      55,681,819      54,491,149
Total assets (A)                           36,632,053    41,744,078       50,243,398      57,149,940      55,690,519
Total liabilities (C)                      14,948,056    14,550,850       17,903,195      18,115,404      10,920,493
Cash Distribution                                   -             -                -               -               -
   Per Limited Partnership Unit                     -             -                -               -               -
Other Data:
Passive loss                              (6,118,380)   (6,562,619)      (6,695,703)     (7,069,544)     (6,424,623)
   Per Limited Partnership Unit (B)           (89.02)       (95.48)          (97.42)        (102.86)         (93.48)
Portfolio income                              511,058       627,741          401,044         703,566         812,886
   Per Limited Partnership Unit (B)              7.44          9.13             5.84           10.24           11.83
Low-Income Housing Tax Credit               9,364,677     9,536,996        9,432,363       9,467,376       9,434,164
   Per Limited Partnership Unit (B)            135.81        138.31           136.78          137.30          136.81
Recapture of Low-Income Housing
   Tax Credits (B)                            179,372             -                -               -               -
   Per Limited Partnership Unit (B)              2.61             -                -               -               -
Local Limited Partnership interests
   owned at end of period (D)                      32            34               37              37              37
</TABLE>

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

(B)   Income  tax  information  is as of  December  31,  the  year  end  of  the
Partnership  for income tax  purposes.  The  Low-Income  Housing Tax Credits per
Limited  Partnership  Unit for 1997,  1996,  1995,  1994 and 1993 represents the
amount  allocated to individual  investors.  Corporate  investors were allocated
$138.59,  $141.11,  $139.60,  $140.08 and $139.63 per Unit in 1997,  1996, 1995,
1994 and 1993, respectively.

(C)   Revenue  for  the years ended March  31, 1997,  1996,  1995, 1994 and 1993
includes  $1,941,455,   $2,522,643,   $2,354,347,   $1,621,789  and  $1,298,589,
respectively,  of total revenue from Leawood  Manor and the Texas  Partnerships.
Equity in losses of Local  Limited  Partnerships  for the years  ended March 31,
1997,  1996,  1995,  1994 and  1993  does not  include  $1,024,295,  $1,165,223,
$1,199,409,  $1,063,808 and $779,606, respectively, of losses from Leawood Manor
and the Texas Partnerships that have been combined with the Partnership's  loss.
Cash, cash equivalents and marketable  securities at March 31, 1997, 1996, 1995,
1994 and  1993  includes  $71,426,  $107,545,  $250,751,  145,627  and  $91,061,
respectively,  of cash and cash  equivalents  from  Leawood  Manor and the Texas
Partnerships.  Total liabilities for the years ended March 31, 1997, 1996, 1995,
1994 and 1993 includes $14,529,452,  $14,368,374,  $17,756,853,  $18,051,535 and
$10,837,789,  respectively,  of  liabilities  from  Leawood  Manor and the Texas
Partnerships (other than the Texas Partnerships described in (D) below).

(D)   As  of  March 31,  1997, the Managing  General Partner has transferred all
of the assets of five of the Texas  Partnerships,  subject to their liabilities,
to unaffiliated  entities. Six of the seven remaining Texas Partnerships will be
transferred after March 31, 1997.

(E)   Investment in Local Limited Partnerships include capital contributions to
Local Limited Partnerships that have been combined for financial reporting 
purposes, as well as capital contributions that have been made to Local Limited
Partnerships that have subsequently bee transferred. 

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 a decrease in cash and
cash  equivalents  of  $126,298  from  $414,451 at March 31, 1996 to $288,153 at
March 31,  1997.  This  decrease is  attributable  to cash used for  operations,
advances to Local  Limited  Partnerships,  repayment of mortgage  principal  and
purchase of rental  property  and  equipment  by the  Combined  Entities.  These
decreases  were  offset by  proceeds  from sales and  maturities  of  marketable
securities   in  excess  of  purchases  of   marketable   securities   and  cash
distributions received from Local Limited Partnerships.

The Managing  General Partner  initially  designated 4% 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.   Funds  totaling  approximately  $1,084,000  have  been
withdrawn from Reserves  account to pay legal fees relating to various  property
issues.   This  amount   includes   approximately   $1,029,000   for  the  Texas
Partnerships.  To date,  Reserve funds in the amount of  approximately  $304,000
have been  used to make  additional  capital  contributions  to a Local  Limited
Partnership.  To date,  the  Partnership  has  used  approximately  $886,000  of
operating  funds  to  replenish  Reserves.  At  March  31,  1997,  approximately
$1,204,000  of  cash,  cash  equivalents  and  marketable  securities  has  been
designated as Reserves. Management believes that the investment income earned on
the  Reserves,  along  with  cash  distributions  received  from  Local  Limited
Partnerships,   to  the  extent  available,  will  be  sufficient  to  fund  the
Partnership's  ongoing  operations.  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 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's management might deem
it in its best interests to  voluntarily  provide such funds in order to protect
its  investment.  To date,  in  addition  to the  $1,084,000  noted  above,  the
Partnership has also advanced  approximately  $657,000 to the Texas Partnerships
to fund operating deficits. Approximately $358,000 has also been advanced to two
other Local Limited Partnerships.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contractual obligation to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, at March 31, 1997, the Partnership had no
contractual or other obligation to any Local Limited  Partnership  which had not
been paid or provided for.


Cash Distributions

No cash  distributions  were made in the years  ended March 31,  1997,  1996 and
1995.  In prior years,  cash  available  for  distribution  was derived from the
interest earned on the temporary  investment of the Partnership's funds prior to
the funds being  contributed  to the  Partnership's  Local  Limited  Partnership
investments.  At March 31, 1997, all of the required capital  contributions have
been made to Local  Limited  Partnerships.  The  interest  that is earned on the
funds held in reserves,  as well as any cash  distributions  received from Local
Limited  Partnerships  will first be used to fund operations of the Partnership.
Based on the results of 1996 operations, the Local Limited Partnerships will not
distribute  significant  amounts of cash to the Partnership because such amounts
may 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.


<PAGE>


Results of Operations

1997 versus 1996

The Partnership's results of operations for the fiscal year ended March 31, 1997
resulted in a net loss of $5,503,780 as compared to a net loss of $5,046,594 for
the same period in 1996. The increase in net loss is primarily  attributable  to
the recognition of a provision for valuation of rental property by certain Texas
Partnerships,  a decrease in rental revenue and an increase in bad debt expense.
These  increases  to net loss are  partially  offset by a decrease  in equity in
losses of Local Limited  Partnerships,  decreases in general and administrative,
rental  operations,  depreciation  and interest  expense items.  The decrease in
equity in losses of Local Limited  Partnerships  is due to an increase in losses
not  recognized  by  the  Partnership  for  Local  Limited   Partnerships  whose
cumulative  equity in losses and  cumulative  distributions  exceeded  its total
investment  in those  partnerships.  This  decrease  is  partially  offset by an
increase  in equity  in  losses  from one  Local  Limited  Partnership  due to a
cancellation of indebtedness  income  recognized  during its year ended December
31, 1995 by this Local Limited Partnership which is included in equity in losses
of Local  Limited  Partnerships.  The  decrease  in general  and  administrative
expenses  is  due to a  decrease  in  expenses  paid  on  behalf  of  the  Texas
Partnerships.   The   decreases  in  rental   revenue  and  rental   operations,
depreciation  and interest  expenses  were due to the  exclusion of seven of the
Texas Partnership's  operations which were previously combined.  Please refer to
the section entitled "Property  Discussions" included in this Item. The increase
in bad debt  expense is the result of a reserve for  advances  made to one Local
Limited Partnership.

Low-Income Housing Tax Credits

The 1996, 1995 and 1994 Tax Credits per Unit  were $135.81, $138.31 and $136.78,
respectively,  for individual investors. The 1996, 1995 and 1994 Tax Credits per
Unit were $138.59, $141.11 and $139.60, respectively, for corporate investors.

Tax Credits are not  available  for a Property  until the  Property is placed in
service and its apartment units are occupied by qualified tenants.  In the first
year the Tax Credits are claimed,  the  allowable  credit  amount is  determined
using an  averaging  convention  to reflect the number of months that  apartment
units  comprising the qualified basis were occupied by qualified  tenants during
the  year.  To the  extent  that the full  amount  of the  annual  credit is not
allocated in the first year,  an  additional  credit equal to the  difference is
available in the 11th taxable year.

As of March 31,  1997,  each of the  thirty-two  properties  have been placed in
service  and their  apartment  units are  qualified.  The  credits,  which  have
stabilized, are expected to remain the same for the next two years and then they
are  expected  to decrease  as  properties  reach the end of the ten year credit
period. The Partnership has transferred five of the Texas Partnerships and is in
the process of transferring six of the remaining seven Texas Partnerships. There
will  be  a  nominal   recapture  of  tax  credits  since  the  remaining  Texas
Partnerships which will be transferred only represent 1.59% of the Partnerships'
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.

1996 versus 1995

The Partnership's results of operations for the fiscal year ended March 31, 1996
resulted in a net loss of $5,046,594 as compared to a net loss of $6,661,959 for
the same period in 1995. The decrease in net loss is primarily attributable to a
decrease  in equity in losses of Local  Limited  Partnerships,  an  increase  in
investment  revenue and a decrease in general and  administrative  and  property
management  fee expenses.  These changes are  partially  offset by $69,047,  the
anticipated loss resulting from the transfer of seven of the Texas Partnerships.
This amount is included in the  provision  for  valuation of investment in Local
Limited  Partnerships.  The increase in  investment  revenue is due to increased
returns  earned on  investments  in  securities  during  fiscal  year 1996.  The
decrease  in general  and  administrative  expenses  is caused by a decrease  in
expenses  paid on behalf of the Texas  Partnerships.  The  decrease  in property
management  fees  is  due  to a  provision  in the  Combined  Entities'  workout
agreements which prohibited this fee from being charged.
<PAGE>

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  events or  changes  in  circumstances  indicate  that the
carrying  amount may not be  recoverable.  The  Partnership  has adopted the new
standard  for  its  year  ending  March  31,  1997,  however,  it has  not had a
significant effect on the financial position or results of operations. The Texas
Partnerships  had an  impairment  loss during the year ended  December  31, 1996
because of the adoption of this new standard.

Property Discussions

Prior to the  transfer of five of the Texas  Partnerships,  Limited  Partnership
interests had been acquired in thirty-seven Local Limited Partnerships which are
located in thirteen  states,  Washington,  D.C. and Puerto Rico.  Fifteen of the
properties with 1,440 apartments were newly  constructed,  and twenty-two of the
properties with 2,061 apartments were  rehabilitated.  Most of the Local Limited
Partnerships  have stable  operations,  operating at  break-even  or  generating
operating cash flow.

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
Partners to increase operating income,  reduce expenses or refinance the debt at
lower interest rates in order to improve cash flow.

Audobon  Apartments,  located in  Massachusetts,  is operating below  break-even
primarily  due to  decreased  rental  subsidy  assistance,  increased  operating
expenses and adverse market conditions. During the first quarter, the management
agent was replaced with a local unaffiliated firm. The Local General Partner has
also obtained  preliminary  approval for additional operating subsidies from the
state and  released  from lender  escrows to fund  certain  cash  deficits.  The
Managing  General  Partner  continues  to work  with the  lender  to  develop  a
satisfactory  workout. It is likely that a workout would require an advance from
Partnership reserves.

Despite  improving  occupancy  at BK  Apartments,  located in  Jamestown,  North
Dakota,  the  property  continues  to generate  operating  deficits.  The lender
recently issued a default notice and is threatening to foreclose.  Affiliates of
the Managing  General Partner are negotiating with the Local General Partner and
lender to cure the mortgage default and complete  required capital repairs.  The
Managing   General   Partner  made  a  proposal  to  the   bondholder   for  its
consideration.  If  negotiations  are  not  successful,  it  is  likely  that  a
foreclosure  will occur prior to the end of the second quarter which will result
in recapture and the allocation of taxable income to the Partnership.

Bentley  Court,  located in  Columbia,  South  Carolina,  continues  to generate
significant  deficits despite the July 1996 debt  refinancing.  As we previously
reported,  an agreement was set up with the lender which enabled an affiliate of
the  Managing  General  Partner to become an  additional  General  Partner and a
substitute management agent, subject to lender approval,  with the right to take
control of the property,  if it becomes  necessary.  In addition,  the agreement
stipulates that if the Local Limited Partnership defaults on the agreement,  the
lender has the right to remove the  management  company.  The  Managing  General
Partner will continue to monitor property operations closely. Operating deficits
are currently being funded by the Local General Partner.

At Findlay  Market  (Cincinnati,  Ohio),  reconstruction  of the property  units
damaged by fire was  completed  in December  1996,  and  lease-up  is  currently
underway.  As  previously  reported,  in order to  reconstruct  the  units,  the
Partnership agreed to advance up to $345,000 to help cover the funding shortfall
between the insurance  proceeds,  lender funding and a City grant.  To date, the
Partnership has advanced  approximately  $294,000 of this amount.  However,  the
property  continues to generate  operating  deficits which caused the default of
the first  mortgage.  At this juncture,  the lender is not amenable to a cure of
the mortgage and is expected to exercise its rights to foreclose on the mortgage
during the second  quarter  1997.  Despite these  indications,  the Managing and
Local  General  Partners  continue  to  negotiate  with the  lender  in hopes of
averting  the  foreclosure.  A  foreclosure  of this  property  will  result  in
recapture  of  tax  credits  and  the   allocation  of  taxable  income  to  the
Partnership.

<PAGE>

The Managing  General  Partner has  transferred all of the assets of five of the
Texas Partnerships,  subject to their liabilities, to unaffiliated entities. The
transfers of Grandview Terrace  Apartments,  Pecan Hills  Apartments,  Seagraves
Garden  Apartments,  Hilltop  Apartments  and Bent Tree Housing  were  effective
February 21, 1996,  February 29, 1996,  March 8, 1996, June 6, 1996 and November
20, 1996,  respectively.  The transfers of the remaining 6 remaining  properties
are expected to take place in 1997.

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 a  nominal  amount  of  recapture  of tax  credits,  since  the Texas
Partnerships represent only 3% of the Partnership's tax credits

Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the
Partnership for the years ended March 31, 1997, 1996, and 1995.

Since some of the  Properties  benefit from some sort 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 Property are subject to recapture to the extent that
the Property or any portion thereof ceases to qualify for the Tax Credits.

Certain 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,  management
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 IV,  Inc., a
Massachusetts  corporation (the "Managing General Partner"), an affiliate of The
Boston Financial Group Limited Partnership ("Boston Financial"), a Massachusetts
limited partnership. George Fantini, Jr. and Donna C. Gibson, Vice Presidents of
the Managing General Partner,  resigned their positions  effective June 30, 1995
and September 13, 1996, respectively.

The Managing  General  Partner was  incorporated  in December  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
Randolph G. Hawthorne             Vice President
A. Harold Howell                  Vice President

The  other  General  Partner  of the  Partnership  is  Arch  Street  IV  Limited
Partnership,  a Massachusetts  Limited  Partnership ("Arch Street IV L.P.") that
was  organized in December  1988.  Arch Street IV, Inc. is the managing  general
partner of Arch Street IV L.P.. The individual  general  partners of Arch Street
IV 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 46, 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 is a member of
the  Senior  Leadership  Team and Board of  Directors,  and  leads the  Property
Management division.  Previously, she led the company's Institutional Tax Credit
Team and managed Boston Financial's  Investment Real Estate and Asset Management
divisions.  Ms. Murray currently serves as a director of Atlantic Bank and Trust
Company,  President of the Institute for Multi-Family  Housing,  Director of the
Investment Program Association and member of the Direct Investment  Committee of
the  Securities  Industry  Association.  Previously,  she served as the Industry
Advisor to the Management Policy Review Committee of the  Massachusetts  Housing
Finance Agency and as a commissioner of the Boston Public Facilities Department.

Fred N. Pratt,  Jr., age 52,  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 the General Partner of Boston Financial.

William E. Haynsworth,  age 57, 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  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 firm's  Senior  Leadership
Team and  participates  in the  structuring of real estate  investments  and the
development of new business opportunities.

Paul F. Coughlan,  age 53, 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 Account Executive by Bache & Company until 1972, and
then by Reynolds  Securities  Inc.  He joined  Boston  Financial  in 1975 and is
currently a Senior Vice President on the Institutional Tax Credit Team.

<PAGE>

Peter G.  Fallon,  Jr.,  age 58,  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 and
a member of the  Investment  Real Estate  Division with  responsibility  for the
marketing of the firm's Institutional Tax Credit product.

Randolph G.  Hawthorne,  age 47, is a graduate  of  Massachusetts  Institute  of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
He joined  Boston  Financial in 1973 and has served as Treasurer and managed the
firm's Investment Real Estate division. He is a Senior Vice President serving on
the  Investment  Acquisitions  Team  with 22 years  of  experience  in  property
acquisitions.  Mr.  Hawthorne has primary  responsibility  for structuring  real
estate investments and developing new business opportunities.  He is a member of
the Investment Committee.  He is Chairman of the National Multi Housing Council,
a past  president  of the National  Housing and  Rehabilitation  Association,  a
member of the  Residential  Development  Council of the Urban Land  Institute as
well as a member of the Advisory Board of the Berkeley Real Estate Center at the
University of California.  A speaker at industry conferences,  he is also on the
Editorial Advisory Board of the Tax Credit Advisor.

A. Harold  Howell,  age 56,  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 is in
charge of a program being developed for properties  managed by Boston  Financial
whereby  heads-of-households who want to further their education can enroll in a
program on-site which teaches economic self  sufficiency,  computer and internet
skills,  problem  solving  skills and  related  real-world  skills.  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.



<PAGE>



Item 11.  Management Remuneration

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


Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 1997, the following is the only entity known to the  Partnership
to be the beneficial owner of more than 5% of the Units outstanding:


                                                Amount
Title of Class     Name and Address of       Beneficially
                    Beneficial Owner             Owned        Percent of Class
- ---------------  ----------------------      ---------------   ----------------

Limited            AMP, Incorporated            10,000 Units         14.69%
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,  of which  68,043  were sold to the  public.  The
remaining  Units were  deregistered  in  Post-Effective  Amendment  No. 3, dated
February 21, 1990.  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.

Arch  Street  IV  L.P. owns five (unregistered)Units not included in the 68,043 
Units sold to the public.

Except as described in the  preceding  paragraph,  neither Arch Street IV, Inc.,
Arch Street IV 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 possess a right to acquire beneficial ownership of Units.

There is no arrangement in existence, to the Partnership's knowledge, that would
result in a change in control of the Partnership.


Item 13.  Certain Relationships and Related Transactions

The  Partnership  paid certain fees to and  reimbursed  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.  In addition,  Boston  Financial  Property  Management  ("BFPM"),  an
affiliate of the Managing General Partner,  serves as property  management agent
for the properties  owned by Leawood  Associates,  L.P.,  Oakview Square,  L.P.,
Whitehills  II  Apartments  Company,   L.P.,  Gobles  Limited  Dividend  Housing
Association and Milan Apartments Company, L.P. BFPM is also the Management agent
for the Texas Partnerships.

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, 1997, is presented as follows:

Organizational fees and expenses

In  accordance  with  the  Partnership  Agreement,  Boston  Financial  is  to be

<PAGE>

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. From inception through March 31, 1997, $8,351,601 of
organization  fees and expenses  incurred on behalf of the Partnership were paid
and  reimbursed  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  totaled  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, did
not exceed  1.75% of the gross  offering  proceeds.  Acquisition  fees  totaling
$5,080,756  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 $974,240 were incurred and have been reimbursed to
an affiliate of the Managing General Partner.  No payments were made or expenses
reimbursed in each of the three years ended March 31, 1997.


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  $7,185 (as adjusted by the CPI factor) per Local  Limited  Partnership
annually  as the Asset  Management  Fee.  Fees earned in each of the three years
ended March 31, 1997 are as follows:

                                1997              1996                1995
                              ----------        ----------          -------

    Asset management fees      $250,509          $252,599           $246,085



<PAGE>


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 paid or
payable in each of the three years ended March 31, 1997 are as follows:

                                 1997              1996                1995
                              ----------        ----------         --------

   Salaries and benefits 
     expense reimbursements    $136,075          $155,984            $ 120,274


Property Management Fees

BFPM is the  management  agent of the  Texas  Partnerships  and  Leawood  Manor,
properties in which the  Partnership has invested.  The property  management fee
earned is 5% of properties' gross revenues. Fees earned by BFPM, which have been
included in the Combined  Statements of  Operations  for each of the three years
ended March 31, 1997 are as follows:

                                 1997              1996              1995
                              ----------        ----------          -------

  Property management fees     $129,241          $101,364         $  192,324


BFPM is the  management  agent for Oakview  Square,  Whitehills  II  Apartments,
Orchard  View  and  Canfield  Crossing,  properties  in  which  the  Partnership
invested.  The  property  management  fee  charged  is 5% of  properties'  gross
revenues. Fees earned by BFPM, which have been included in operating expenses in
the summarized income statements in Note 4 to the Combined Financial  Statements
in Part II,  Item 8 for each of the three  years  ended  March  31,  1997 are as
follows:
                                 1997              1996                1995
                                ----------        ----------          -------

  Property management fees       $65,926           $62,634            $51,137

Cash distributions paid to the General Partners

In  accordance  with the  Partnership  Agreement,  the  General  Partners of the
Partnership,  Arch  Street IV,  Inc.  and Arch  Street IV  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, 1997.

Additional  information  concerning  cash  distributions  and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Boston  Financial and its affiliates  during each
of the three years ended March 31, 1997 is  presented  in Note 5 to the Combined
Financial Statements in Part II Item 8.


<PAGE>



                                     PART IV

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

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

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

     The reports of auditors of the Local  Limited  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
financial statements and the accompanying notes and schedules.

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

(a)(3)(c)   Exhibits

Number and Description in Accordance with
  Item 601 of Regulation S-K

 4.    Instruments defining the rights of security
       holders, including indentures

    4.1   Amended and Restated Agreement    Exhibit A to Prospectus contained in
          and Certificate of Limited           Form S-11 Registration Statement,
          Partnership dated as of              File # 33-26394
          April 20, 1989                       

27.   Financial Data Schedule

28.   Additional Exhibits

   28.1 (a) Reports of Other Independent Auditors
        (b)      Audited financial statements of
                   Local Limited Partnerships

                 N/A

(a)(3)(c)  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. IV

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




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




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



<PAGE>

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

                           Annual Report on Form 10-K
                        For the Year Ended March 31, 1997
                                      Index



                                                                       Page No.

Report of Independent Accountants                                         F-2

Combined Financial Statements

  Combined Balance Sheets - March 31, 1997 and 1996                       F-3

  Combined Statements of Operations - Years Ended
   March 31, 1997, 1996 and 1995                                          F-4

  Combined Statements of Changes in Partners' Equity
   - Years Ended March 31, 1997, 1996 and 1995                            F-5

  Combined Statements of Cash Flows - Years Ended
   March 31, 1997, 1996 and 1995                                          F-6

  Notes to the Combined Financial Statements                              F-8

Financial Statement Schedule

  Schedule III - Real Estate and Accumulated
   Depreciation                                                           F-24

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.

See also Index to  Exhibits  on Page K-24 for the  financial  statements  of the
Investor Local Limited Partnership included as a separate exhibit in this Annual
Report of Form 10-K.


<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)

                        REPORT OF INDEPENDENT ACCOUNTANTS

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

We have  audited  the  combined  balance  sheets of Boston  Financial  Qualified
Housing Tax Credits L.P. IV (A Limited  Partnership) ("BFQH IV") as of March 31,
1997 and 1996 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 each of the three years in the period
ended  March 31,  1997.  These  financial  statements  and  financial  statement
schedules are the responsibility of BFQH IV's management.  Our responsibility is
to express an opinion on these  financial  statements  and  financial  statement
schedules  based on our audits.  BFQH IV accounts for its  investments  in Local
Limited  Partnerships  as  discussed  in Note 2 of the  notes  to the  financial
statements, using the equity method of accounting. In 1997 and 1996 77% and 78%t
of total assets,  respectively,  and in 1997, 1996 and 1995, 73%, 73% and 55% of
net loss,  respectively,  reflected in the combined financial statements of BFQH
IV, 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 BFQH IV at March 31, 1997 and 1996 and the
results of its  operations and its cash flows for each of the three years in the
period ended March 31, 1997 in conformity  with  generally  accepted  accounting
principles.  In addition,  in our opinion,  the  financial  statement  schedules
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.





/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 25, 1997


<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)




<TABLE>
                                                        
                  COMBINED BALANCE SHEETS - MARCH 31, 1997 AND 1996

<CAPTION>

                                                                        1997                     1996
                                                                     -----------             --------

<S>                                                                <C>                      <C>
Assets
Cash and cash equivalents                                          $     288,153            $    414,451
Marketable securities, at fair value (Note 3)                          1,056,590               1,428,765
Accounts receivable, net of allowance for bad debt of $337,793
   and $41,046 in 1997 and 1996, respectively                             23,778                  39,646
Tenant security deposits                                                  98,963                 109,969
Investments in Local Limited Partnerships,
   net of reserve for valuation of $945,277 in 1997 and
   $913,047 in 1996 (Note 4)                                          19,593,420              22,748,929
Rental property at cost, net of
   accumulated depreciation and reserve for valuation (Note 6)        15,217,196              16,628,572
Mortgagee escrow deposits                                                106,501                 113,368
Deferred charges, net of $156,662 and $140,931 of
   accumulated amortization in 1997 and 1996,
   respectively                                                          209,182                 224,913
Other assets                                                              38,270                  35,465
                                                                   -------------            ------------
     Total Assets                                                  $  36,632,053             $41,744,078
                                                                   =============             ===========


Liabilities and Partners' Equity
Mortgage notes payable (Note 7)                                    $  11,111,888            $11,228,864
Accounts payable to affiliates (Note 5)                                  390,926                 126,151
Accounts payable and accrued expenses                                    366,076                 409,693
Interest payable (Note 7)                                                507,457                 218,437
Tenant security deposits payable                                          89,709                  85,705
Payable to affiliated Developer (Note 8)                               2,482,000               2,482,000
                                                                   -------------            ------------
     Total Liabilities                                                14,948,056              14,550,850
                                                                   -------------            ------------

Minority interest in Local Limited Partnerships                          421,489                 421,420
                                                                   -------------            ------------

General, Initial and Investor Limited Partners' Equity                21,267,760              26,771,540
Net unrealized gains (losses) on marketable securities                   (5,252)                    268
                                                                   -------------            ------------
     Total Partners' Equity                                           21,262,508              26,771,808
                                                                   -------------            ------------
     Total Liabilities and Partners' Equity                        $  36,632,053             $41,744,078
                                                                   =============             ===========
</TABLE>
      The  accompanying  notes are an integral  part of the  combined
          financial statements.


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

                             (A Limited Partnership)

<TABLE>

                                  COMBINED STATEMENTS OF OPERATIONS
                            YEARS ENDED MARCH 31, 1997, 1996, AND 1995
<CAPTION>

                                                            1997              1996              1995
                                                       --------------     ------------      --------
<S>                                                    <C>                <C>               <C>
Revenue:
   Rental                                              $  1,846,570       $  2,422,830      $  2,354,347
   Investment                                               130,027            148,235            74,393
   Other                                                    122,632             62,629            78,230
                                                       ------------       ------------      ------------
     Total Revenue                                        2,099,229          2,633,694         2,506,970
                                                       ------------       ------------      ------------

Expenses:
   Asset management fees, related party (Note 5)            250,509            252,599           246,085
   General and administrative (includes
    reimbursement to affiliate in the amounts
    of $136,075, $155,984 and $120,274,
    respectively) (Note 5)                                  462,680            561,221           896,661
   Bad debt expense                                         300,835             41,046                 -
   Rental operations, exclusive of depreciation           1,170,804          1,598,259         1,472,577
   Property management fees, related party (Note 5)         129,241            101,364           192,324
   Interest (Note 7)                                        987,379          1,130,490         1,125,354
   Provision for valuation of rental property               791,830                  -                 -
   Provision for valuation of
     investments in Local Limited
     Partnerships (Note 4)                                        -             69,047           599,000
   Depreciation (Note 6)                                    746,829            917,812           853,500
   Amortization                                             107,784            135,652           133,598
                                                       ------------       ------------      ------------
     Total Expenses                                       4,947,891          4,807,490         5,519,099
                                                       ------------       ------------      ------------

Loss before equity in losses of Local Limited
   Partnerships                                          (2,848,662)        (2,173,796)       (3,012,129)

Equity in losses of Local Limited
   Partnerships (Note 4)                                 (2,747,270)        (2,957,339)       (3,688,171)

Minority interest in losses of
   Local Limited Partnerships                                92,152             84,541            38,341
                                                       ------------       ------------      ------------

Net Loss                                               $(5,503,780)       $(5,046,594)      $(6,661,959)

Net Loss allocated:
   General Partners                                    $    (55,038)      $    (50,466)     $    (66,620)
   Limited Partners                                      (5,448,742)        (4,996,128)       (6,595,339)
                                                       ------------       ------------      ------------
                                                       $ (5,503,780)       $(5,046,594)      $(6,661,959)
                                                       ============        ===========       ===========

Net Loss per Limited Partnership
   Unit (68,043 Units)                                 $    (80.08)        $    (73.43)      $    (96.93)
                                                       ===========         ===========       ===========
</TABLE>
      The  accompanying  notes are an integral  part of the  combined
          financial statements.


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

                             (A Limited Partnership)
<TABLE>


                          COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                                     YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<CAPTION>

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

<S>                                <C>             <C>         <C>               <C>           <C>        
Balance at March 31, 1994          $ (206,284)     $   5,000   $ 38,681,377      $(43,565)     $38,436,528

Net change in net unrealized losses
    on marketable securities
    available for sale                      -              -              -          5,967           5,967

Net Loss                              (66,620)             -     (6,595,339)             -      (6,661,959)
                                    ---------        -------   ------------       --------    ------------

Balance at March 31, 1995            (272,904)         5,000     32,086,038        (37,598)     31,780,536

Net change in net unrealized losses
    on marketable securities
    available for sale                      -              -              -         37,866          37,866

Net Loss                              (50,466)             -     (4,996,128)             -      (5,046,594)
                                    ---------        -------   ------------       --------    ------------

Balance at March 31, 1996            (323,370)         5,000     27,089,910            268      26,771,808

Net change in net unrealized gains
    on marketable securities
    available for sale                      -              -              -         (5,520)         (5,520)

Net Loss                              (55,038)             -     (5,448,742)             -      (5,503,780)
                                    ---------        -------   ------------       --------    ------------

Balance at March 31, 1997           $(378,408)       $ 5,000   $ 21,641,168       $ (5,252)   $ 21,262,508
                                    =========        =======   ============       =========   ============
</TABLE>

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



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

                             (A Limited Partnership)
<TABLE>


                                         COMBINED STATEMENTS OF CASH FLOWS

                                     YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<CAPTION>

                                                               1997              1996           1995
                                                            -----------      -----------     -------
<S>                                                        <C>               <C>             <C>
Cash flows from operating activities
   Net Loss                                                $ (5,503,780)     $(5,046,594)    $(6,661,959)
   Adjustments to reconcile net loss to net cash
    used for operating activities:
     Equity in losses of Local Limited Partnerships           2,747,270        2,957,339       3,688,171
     Cash distribution income included in
       cash distributions from Local Limited Partnerships       (19,584)               -               -
     Provision for valuation of
       investments in Local Limited Partnerships                      -           69,047         599,000
     Other                                                            -           (3,642)              -
     Bad debt expense                                           300,835           41,046               -
     Provision for valuation of rental property                 791,830                -               -
     Depreciation and amortization                              854,613        1,053,464         987,098
     Loss on sale of marketable securities                        1,310            3,775          52,387
     Minority interest in losses of Local
       Limited Partnerships                                     (92,152)         (84,541)        (38,341)
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
     Accounts receivable, net                                    15,868          (25,807)        (89,271)
     Tenant security deposits                                    11,006          (34,621)              -
     Mortgagee escrow deposits                                    6,867          (17,497)              -
     Other assets                                                (2,805)           4,671          20,213
     Accounts payable to affiliates                             300,715          100,588          27,469
     Accounts payable and accrued expenses                      (43,617)         197,135         (74,833)
                                                                                                        -
     Interest payable                                           289,020          128,518         136,994
     Tenant security deposits payable                             4,004           (5,609)         14,336
                                                           ------------      -----------     -----------
   Net cash used for operating activities                      (338,600)        (662,728)     (1,338,736)
                                                           ------------      -----------     -----------
Cash flows from investing activities:
   Return of investment in Local Limited Partnership              3,331                -               -
   Purchases of marketable securities                          (487,098)      (1,466,927)     (2,759,939)
   Proceeds from sales and maturities
     of marketable securities                                   852,443        2,034,812       4,190,815
   Cash distributions received from Local
     Limited Partnerships                                       332,439          278,721         346,971
   Advances to Local Limited Partnerships                      (336,775)               -               -
   Purchase of rental property and equipment                   (127,283)        (116,811)       (129,547)
                                                           ------------      -----------     -----------
Net cash provided by investing activities                       237,057          729,795       1,648,300
                                                           ------------      -----------     -----------

Cash flows from financing activities:
   Repayment of General Partner loans                                 -                -             (89)
   Payment of deferred financing fees                                 -                -         (10,000)
   Capital contributions received                                92,221           29,431          38,429
   Repayment of note payable                                          -                -        (237,000)
   Payment of mortgage principal                               (116,976)        (214,334)        (35,224)
                                                           ------------      -----------     -----------
Net cash used for financing activities                          (24,755)        (184,903)       (243,884)
                                                           ------------      -----------     -----------
</TABLE>
     The  accompanying  notes are an integral  part of the  combined
          financial statements.


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

                             (A Limited Partnership)
<TABLE>


                                   COMBINED STATEMENTS OF CASH FLOWS (Continued)

                                     YEARS ENDED MARCH 31, 1997, 1996 AND 1995
<CAPTION>


                                                               1997              1996           1995
                                                            -----------      -----------     -------

<S>                                                            <C>               <C>              <C>   
Net increase (decrease) in cash and cash equivalents           (126,298)         (117,836)        65,680

Cash and cash equivalents, beginning                            414,451           532,287        466,607
                                                           ------------       -----------     ----------

Cash and cash equivalents, ending                          $    288,153       $   414,451     $  532,287
                                                           ============       ===========     ==========

Supplemental disclosure:
     Cash paid for interest                                $    698,359       $1,001,972      $  988,360
                                                           ============       ==========      ==========
</TABLE>

Non-cash disclosure:

See  Note  9  for   discussion  on  the  change  in  control  of  certain  Texas
Partnerships.

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


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)

                                                     
                    Notes to the Combined Financial Statements

1.   Organization

Boston Financial  Qualified Housing Tax Credits L.P. IV (the  "Partnership") was
formed on March 30, 1989 under the laws of the Commonwealth of Massachusetts for
the  primary  purpose  of  investing,  as a limited  partner,  in other  limited
partnerships  ("Local  Limited  Partnerships"),  each of which  own and  operate
apartment complexes,  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 IV,  Inc.,  which  serves as the  Managing  General
Partner,  and Arch  Street IV 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 Partnership's partnership agreement ("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 $67,653,000
("Gross  Proceeds"),  net of discounts  of $390,000,  through the sale of 68,043
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 January 31, 1990.

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

Under  the  terms  of  the  Partnership  Agreement,  the  Partnership  initially
designated  4% 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 amounts from time to time, as it deems  appropriate.  At March
31, 1997, the Managing General Partner has designated  approximately  $1,204,000
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,
because the Partnership  does not have a majority control of the major operating
and financial  policies of the Local Limited  Partnerships  in which it invests.
Under the equity  method,  the  investment is carried at cost,  adjusted for the
Partnership's  share of net  income  or loss of the Local  Limited  Partnership,
additional  investments  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.  The  Partnership  has no
obligation  to fund  liabilities  of the Local  Limited  Partnership  beyond its
investment,  therefore,  the Local Limited  Partnerships  investment will not be
carried   below  zero.  To  the  extent  that  equity  losses  are  incurred  or
distributions  received when the Partnership's  respective carrying value of the
Local Limited Partnership 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.

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


<PAGE>


            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)

              Notes to the Combined Financial Statements (continued)

2.   Significant Accounting Policies (continued)

Basis of Presentation and Combination (continued)

The Managing  General Partner has elected to report results of the Local Limited
Partnerships  on a 90 day lag  basis,  because  the Local  Limited  Partnerships
report  their  results on a calendar  year  basis.  Accordingly,  the  financial
information  about  the  Local  Limited  Partnerships  that is  included  in the
accompanying  combined financial statements is as of December 31, 1996, 1995 and
1994.

On September  13,  1991,  an affiliate  of the  Partnership's  Managing  General
Partner,  BF Leawood,  Inc.,  became the General Partner of Leawood  Associates,
L.P. ("Leawood Manor"), a Local Limited Partnership in which the Partnership has
invested.  BF Leawood,  Inc. replaced the previous  management agent with Boston
Financial  Property  Management,  an affiliate of the Managing  General Partner.
Since the Local  General  Partner of Leawood  Manor is now an  affiliate  of the
Partnership,  the Partnership is deemed to control Leawood Manor;  consequently,
for financial  reporting purposes,  these combined financial  statements include
all financial activity of Leawood Associates,  L.P. for the years ended December
31, 1996, 1995 and 1994. All significant  intercompany balances and transactions
have been eliminated.

On October 6, 1993, an affiliate of the Partnership's Managing General Partners,
BF Texas Limited  Partnership,  became an additional  Local General Partner with
responsibility for all management decisions in twelve 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 twelve Texas  Partnerships for the year ended December 31, 1994. Prior to
March 31, 1996,  control of seven of these Texas Partnerships was transferred to
unrelated  parties,  and as  such,  as of that  date,  these  partnerships  were
accounted for on the equity method (see Note 9). During the year ended March 31,
1997, the  Partnership  relinquished  its interest in five out of seven of these
Texas  Partnerships.  Therefore,  as  of  March  31,  1997,  two  of  the  Texas
Partnerships  are  accounted  for on the  equity  method,  and  these  financial
statements  include financial  activity of five Texas  Partnerships for the year
ended December 31, 1996.
All significant intercompany balances and transactions have been eliminated.

The Partnership has elected to report the results of Leawood Manor 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 Leawood Manor and the Texas Partnerships, prior to
the transfer of control referenced above.

Loans and operating advances to Local Limited Partnerships  ($336,775 during the
year ended March 31, 1997) are reflected as receivables.  Bad debts are provided
for such loans and advances deemed uncollectible ($309,835 at March 31, 1997).

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.  There is a  possibility  that the
estimates  relating to reserves for non-temporary  declines in carrying value of
investments in Local Limited  Partnerships  may be subject to material near term
adjustments.

The  Partnership,  as a limited  partner in the Local Limited  Partnerships,  is
subject to risks  inherent in the  ownership  of  property  which are beyond its
control,  such as  fluctuations  in  occupancy  rates  and  operating  expenses,
variations in rental schedules, proper maintenance and continued eligibility for
tax  credits.  If the cost of  operating a property  exceeds  the rental  income
earned thereon,  the Partnership may deem it in its best interest to voluntarily
provide funds in order to protect its investment.
 
<PAGE>

            BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)

            Notes to the Combined Financial Statements (continued)

2.   Significant Accounting Policies (continued)

Cash Equivalents

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

Marketable Securities

Marketable securities consist primarily of U.S. Treasury instruments and various
asset-backed  investment vehicles.  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  events or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  The Partnership has adopted
the new standard for its year ended March 31, 1997. The Texas  Partnerships  had
an  impairment  loss  during the year ended  December  31,  1996  because of the
adoption of this new standard.  The  Partnership  recorded an impairment loss of
$791,830  during the year ended March 31, 1997 related to the carrying values of
the Texas Partnerships' properties (see Note 6).

Deferred Fees

Costs incurred in connection with the organization of the Partnership  amounting
to $50,000 have been  deferred and  amortized on a  straight-line  basis over 60
months.

Leawood Manor's  deferred  charges  consist of financing  fees,  which are being
amortized using the straight-line method over the term of the related debt.

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
various methods over their estimated useful lives of 3 to 40 years.

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 rentals
become due.


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (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. Except as
discussed in Note 7, 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  amounts in prior years'  financial  statements  have been  reclassified
herein to conform to the current year presentation.


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

                             (A Limited Partnership)


                Notes to the Combined Financial Statements (continued)

3.   Marketable Securities

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

                                                                     Gross        Gross
                                                                  Unrealized    Unrealized       Fair
                                                     Cost            Gains       Losses          Value

     <S>                                         <C>               <C>          <C>           <C>
     Debt securities issued by the
       US Treasury and other US
       Government agencies                       $   754,966       $  3,764     $ (7,169)     $   751,561

     Mortgage backed securities                      302,807          1,480       (3,328)         300,959

     Other debt securities                             4,069              1            -            4,070
                                                 -----------       --------     --------      -----------

     Marketable securities
       at March 31, 1997                         $ 1,061,842       $  5,245     $(10,497)     $ 1,056,590
                                                 ===========       ========     ========      ===========

     Debt securities issued by the
       US Treasury and other US
       Government agencies                       $   945,321       $    280     $ (4,773)     $   940,828

     Mortgage backed securities                      164,815          2,200       (1,046)         165,969

     Other debt securities                           318,361          3,979         (372)         321,968
                                                 -----------       --------     --------      -----------

     Marketable securities
       at March 31, 1996                         $ 1,428,497       $  6,459     $ (6,191)     $ 1,428,765
                                                 ===========       ========     ========      ===========
</TABLE>


The contractual maturities at March 31, 1997 are as follows:
<TABLE>
<CAPTION>

                                                                                                 Fair
                                                                               Cost              Value

     <S>                                                                   <C>               <C>        
     Due in one year or less                                               $   125,313       $   128,988
     Due in one to five years                                                  633,722           626,643
     Mortgage backed securities                                                302,807           300,959
                                                                           -----------       -----------
                                                                           $ 1,061,842       $ 1,056,590
                                                                           ===========       ===========
</TABLE>

Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
were  approximately  $852,000 and $2,035,000 during the fiscal years ended March
31, 1997 and 1996,  respectively.  Included in investment income are gross gains
of $4,471 and gross  losses of $5,781  which  were  realized  on these  sales in
fiscal year 1997,  and gross gains of $12,646 and gross losses of $16,421  which
were realized on these sales in fiscal year 1996.





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

                             (A Limited Partnership)


               Notes to the Combined Financial Statements (continued)

4.   Investments in Local Limited Partnerships

The  Partnership  uses the equity method to account for its limited  partnership
interests in  twenty-six  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.  Upon dissolution,  proceeds will be distributed
according to each respective partnership agreement.

The  following  is a  summary  of  investments  in Local  Limited  Partnerships,
excluding the Combined Entities, at March 31:
<TABLE>
<CAPTION>
                                                               1997              1996           1995
                                                           ------------     ------------    --------
<S>                                                        <C>              <C>              <C>
Capital contributions paid to Local Limited Partnerships 
   and purchase price paid
   to withdrawing partners of Local
   Limited Partnerships                                    $ 43,318,237     $ 43,775,232     $43,005,281

Cumulative equity in losses of Local Limited
   Partnerships                                             (24,452,001)     (22,227,131)    (18,547,072)

Cash distributions received from Local
   Limited Partnerships                                      (1,490,279)      (1,157,840)       (879,119)
                                                           ------------     ------------    ------------

Investments in Local Limited Partnerships
   before adjustment                                         17,375,957       20,390,261      23,579,090

Excess of investment cost over the underlying net assets acquired:
   Acquisition fees and expenses                              3,910,599        3,930,470       3,930,470

   Accumulated amortization of acquisition
     fees and expenses                                         (747,859)        (658,755)       (547,585)
                                                           ------------     ------------    ------------

Investments in Local Limited Partnerships                    20,538,697       23,661,976      26,961,975

Reserve for valuation of investments
   in Local Limited Partnerships                               (945,277)        (913,047)       (844,000)
                                                           ------------     ------------    ------------
                                                           $ 19,593,420      $22,748,929     $26,117,975
                                                           ============      ===========     ===========
</TABLE>


Capital  contributions  to Leawood Manor during fiscal year ended March 31, 1995
totaled and $568,671.  There were no capital contributions made to Leawood Manor
during fiscal years ended March 31, 1997 and 1996.


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

                             (A Limited Partnership)


               Notes to the Combined Financial Statements (continued)

4.   Investments in Local Limited Partnerships (continued)

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

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
                                                              1996              1995            1994
                                                          -------------     ------------    --------
<S>                                                       <C>               <C>             <C>
Assets:
   Rental property, net                                   $ 119,968,771     $121,655,134    $126,189,843
   Current assets                                             4,512,930        5,285,738       5,628,644
   Other assets, net                                         11,160,325       10,916,051      11,205,366
                                                          -------------    -------------  --------------
     Total Assets                                         $ 135,642,026     $137,856,923    $143,023,853
                                                          =============     ============    ============

Liabilities and Partners' Equity:
   Mortgages payable, net of current portion                $98,043,569       $98,589,771     $101,574,455
   Other liabilities                                          9,238,211        9,230,947       8,790,083
   Current liabilities (includes current
     portion of mortgage payable)                             7,371,825        4,912,957       5,198,634
                                                          -------------    -------------  --------------
     Total Liabilities                                      114,653,605      112,733,675     115,563,172
                                                          -------------    -------------  --------------

Partners' Equity:
   Partnership's equity                                      16,613,767       20,462,970      23,579,090
   Other Partners' equity                                     4,374,654        4,660,278       3,881,591
                                                          -------------    -------------  --------------
     Total Partners' Equity                                  20,988,421       25,123,248      27,460,681
                                                          -------------    -------------  --------------

     Total Liabilities and Partners' Equity               $ 135,642,026     $137,856,923    $143,023,853
                                                          =============     ============    ============

Summarized Income Statements -
for the years ended December 31,

Rental and other revenue                                  $  19,632,293    $  20,136,140  $   19,465,968
                                                          -------------    -------------  --------------

Expenses:
   Operating expenses                                        10,458,548       10,493,595       9,966,093
   Interest expense                                           7,621,226        7,412,019       7,990,214
   Depreciation and amortization                              4,847,371        4,933,894       4,950,983
                                                          -------------    -------------  --------------
     Total Expenses                                          22,927,145       22,839,508      22,907,290
                                                          -------------    -------------  --------------

Net Loss                                                  $  (3,294,852)   $  (2,703,368) $   (3,441,322)
                                                          =============    =============  ===============

Partnership's share of net loss                           $  (3,606,691)   $  (2,974,207) $   (3,688,171)
                                                          =============    =============  ==============
Other Partners' share of net loss                         $     311,839    $     270,839  $      246,849
                                                          =============    =============  ==============
</TABLE>

The summarized  financial  information of the Local Limited  Partnerships  above
does not include  Leawood Manor and the Texas  Partnerships  for the years ended
December  31,  1996,  1995 and  1994.  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 9).



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

                             (A Limited Partnership)


                Notes to the Combined Financial Statements (continued)

4.   Investments in Local Limited Partnerships (continued)

For the fiscal  years  ended  March 31,  1997 and 1996 the  Partnership  has not
recognized $879,005 and $16,868,  respectively,  of equity in losses relating to
seven  Local  Limited   Partnerships  where  cumulative  equity  in  losses  and
cumulative  distributions  exceeded its total investments in these Local Limited
Partnerships.

The  Partnership's  equity as reflected  by the Local  Limited  Partnerships  of
$16,613,747   differs  from  the   Partnerships   Investment  in  Local  Limited
Partnerships  before  adjustment  of  $  17,375,957   primarily  because  of  a)
unrecognized  losses as  described  above and b)  distributions  received by the
Partnership  subsequent  to December  31, 1996 which will not be recorded by the
Local Limited Partnerships until 1997.

On September 1, 1994, Leawood Manor's partnership agreement was amended to admit
an additional  special limited partner to the Local Limited  Partnership as part
of an extensive  mortgage loan  restructuring.  As part of the provisions of the
amendment,  the Partnership's  interest in Leawood Manor was reduced from 99% to
89%. The Partnership  made an additional  capital  contribution of approximately
$436,000  in October  1994.  In October  1994,  the  Partnership  also  received
approximately  $125,000 from an escrow  account held on behalf of Leawood Manor.
The additional capital  contribution paid by the Partnership was used by Leawood
Manor to pay off the  funding fee note and reduce the  principal  balance of its
mortgage loan.

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 Limited  Partnership Units.  Selling  commissions and other issuance expenses
aggregating  $8,351,601 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 offering proceeds,  and organizational and offering
expenses  inclusive  of  selling  commissions  did not  exceed  15% of the gross
offering 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 offering  proceeds,  and
acquisition  expenses  did not  exceed  1.75% of the  gross  offering  proceeds.
Acquisition  fees  totaling  $5,080,756  have been paid to an  affiliate  of the
Managing  General  Partner for the closing of the  Partnership's  Local  Limited
Partnership  Investments.  Approximately $2,125,000 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 $974,240 were incurred and have been
reimbursed to an affiliate of the Managing General Partner.

An affiliate of the  Managing  General  Partner  currently  receives  $7,185 (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  $250,509,
$252,599  and  $246,085  for the  years  ended  March 31,  1997,  1996 and 1995,
respectively.  Payables to an affiliate of the Managing General Partner relating
to the aforementioned  fees and expenses aggregate $314,852 and $64,343 at March
31, 1997 and 1996, 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, 1997, 1996 and 1995 is $136,075, $155,984
and, $120,274, respectively, that has been paid or is payable by the Partnership
as reimbursement for salaries and benefits.  At March 31, 1997 and 1996, $34,094
and $16,596,  respectively,  is payable to an affiliate of the Managing  General
Partner.



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

                             (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 is the  management  agent for  Oakview  Square,  Whitehills  II
Apartments,  Orchard  View,  and  Canfield  Crossing,  properties  in which  the
Partnership  invested.  The property management fee charged is 5% of properties'
gross  revenues.  Included  in  operating  expenses  in  the  summarized  income
statements in Note 4 to the Combined  Financial  Statements is $65,926,  $62,634
and $51,137 of fees earned by BFPM for the years ended  December 31, 1996,  1995
and 1994.

Additionally, BFPM is the management agent of the Texas Partnerships and Leawood
Manor, properties in which the Partnership has invested. The property management
fee charged is 5% of the properties'  gross  revenues.  Included in the Combined
Statements  of Operations  for the years ended March 31, 1997,  1996 and 1995 is
$129,241,  $101,364  and  $192,324 of fees earned by BFPM during the years ended
December 31, 1996, 1995 and 1994.  Included in accounts payable to affiliates at
March 31,  1997 and 1996 is  $17,243  and  $34,747,  respectively,  of  property
management fees due to an affiliate of the Managing General Partner.


6.   Rental Property

Real  estate and  personal  property  belonging  to the  Combined  Entities  are
recorded at the lower of cost or net realizable  value,  the components of which
are as follows at December 31:
<TABLE>
<CAPTION>

                                                                            1996                1995
                                                                        ------------        --------

     <S>                                                                <C>                 <C>         
     Land                                                               $  1,128,060        $  1,128,060
     Building and improvements, net of reserve for valuation              18,036,921          18,775,652
     Equipment                                                               930,975             856,791
                                                                        ------------        ------------
                                                                          20,095,956          20,760,503
     Less accumulated depreciation                                         4,878,760           4,131,931
                                                                        ------------        ------------
     Total                                                              $ 15,217,196        $ 16,628,572
                                                                        ============        ============
</TABLE>

During the year ended  December 31,  1996,  an  impairment  loss of $791,830 was
recognized  on the real estate in the Texas  Partnerships,  which  decreased the
aggregate  carrying value to  $1,828,900.  For the year ended December 31, 1996,
the net operating  results of the Texas  Partnerships  increased the loss of the
Partnership  (prior to the impairment loss) by $373,292.  See Note 9 for further
details on the liquidation of the interests in the Texas Partnerships.

7.   Mortgage Notes Payable

Leawood Manor

The  amended and  restated  mortgage  note as of  December  31, 1996 and 1995 is
payable in the outstanding amount of $7,521,294 and $7,565,629, respectively, by
Leawood Manor in monthly  installments  of $77,850 for principal and interest in
arrears, with interest accrued at an annual rate of 11.75%.  Interest is payable
monthly at the rate of 8% per annum plus 95% of the net cash flows as defined by
the mortgage agreement.  Under the terms of the agreement, the difference in the
interest  payments at the contract rate of 11.75% and the reduced payment rates,
will accrue  interest at the rate of 8%,  which will be payable  from 95% of net
cash flows,  if  available,  or upon  maturity of the note. On July 10, 1999 the
reduced  payment  rate is scheduled to increase to 10%. The note matures in July
2006 and is collateralized  by the property.  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 Leawood Manor to a concentration of credit risk.


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

                             (A Limited Partnership)


                  Notes to the Combined Financial Statements (continued)

7.   Mortgage Notes Payable (continued)

Aggregate  annual  maturities  due on the mortgage  note during each of the next
five years are as follows:

                                       1997            $  49,834
                                       1998               56,015
                                       1999               62,963
                                       2000               70,813
                                       2001               79,552

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' mortgage notes at December 31,
1996 and 1995 are $3,590,594 and $3,663,235, respectively.

The Partnership believes it is not practical to estimate the fair value of these
mortgage  notes  payable  because  loans with  similar  characteristics  are not
currently available to the Partnership.


8.   Payable to Developer

Under the terms of Leawood  Manor's  development  agreement,  the  Developer has
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 Leawood Manor only
in certain  circumstances.  The amount  payable to the Developer at December 31,
1996  represents the net amount  advanced to Leawood Manor under this agreement,
the rights to which have been assigned to the general  partner of Leawood Manor,
who is an affiliate of the Partnership.


9.   Liquidation of Interests in Local Limited Partnerships

As previously reported,  the Managing General Partner has transferred all of the
assets  of five of the  Texas  Partnerships  subject  to  their  liabilities  to
unaffiliated  entities.  Seagraves  Garden,  Grandview,  Pecan Hill  Apartments,
Hilltop  Apartments and Bent Tree Apartments were transferred prior to March 31,
1997.  Negotiations  between  the  Managing  General  Partner,  the  lender  and
prospective  buyers have  continued  through  the past  quarter  resulting  in a
revised  disposition  plan.  The new  plan  will  transfer  title  to six of the
remaining  properties  to  unaffiliated  buyers.  If  negotiations  continue  as
expected,  this  transfer  will  occur  during  the  second or third  quarter in
calendar 1997. In the meantime,  operating  deficits  continue to be funded from
Partnership   reserves.   The  Partnership  will  retain  Gateway  Village.  The
anticipated  loss  on the  transfer  has  been  included  in the  provision  for
valuation of investment in Local Limited Partnerships.

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 3% of the Partnership's tax credits.



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

                             (A Limited Partnership)


                  Notes to the Combined Financial Statements (continued)

10.  Federal Income Taxes

            A reconciliation of the net loss reported in the Combined Statements
of Operations for the years ended March 31, 1997,  1996 and 1995 to the net loss
reported for federal  income tax purposes for the years ended December 31, 1996,
1995 and 1994 is as follows:
<TABLE>
<CAPTION>

                                                               1997              1996           1995
                                                            -----------      -----------     -------

<S>                                                       <C>               <C>              <C>          
Net Loss per Statement of Operations                      $  (5,503,780)    $ (5,046,594)    $ (6,661,959)
   Amortization of acquisition fees and
     expenses not deductible for tax
     purposes                                                    92,053          111,170          112,351
   Adjustment for equity in losses of Local
     Limited Partnerships for financial reporting
     purposes under equity in losses for tax purposes           499,384         (266,381)        (322,374)
   Equity in losses of Local Limited Partnerships not
     recognized for financial reporting purposes               (879,005)         (16,868)               -
   Provision for valuation of investment in Local Limited
     Partnerships not deductible for tax purposes                     -                -          599,000
   Operating expenses not deductible in
     current year for tax purposes                              507,615          109,272           61,111
   Operating expenses paid in current year but
     expensed for financial reporting purposes in prior year    (62,752)         (61,111)         (59,505)
   Adjustment to reflect March 31 fiscal year
     end to December 31 tax year end                             40,206          (75,827)         142,154
   Other                                                       (145,350)               -                -
                                                          -------------     ------------     ------------
Net Loss for federal income tax purposes                  $  (5,451,629)    $(5,246,339)$    (6,129,222)
                                                          =============     =========== ===============
</TABLE>

The  differences of the assets and  liabilities of the Partnership for financial
reporting  purposes and tax reporting purposes for the year ended March 31, 1997
are as follows:
<TABLE>
<CAPTION>

                                                       Financial              Tax
                                                       Reporting           Reporting
                                                        Purposes           Purposes          Differences
                                                     ---------------     --------------    ----------------

<S>                                                 <C>                  <C>                <C>           
Investments in Local Limited Partnerships           $   19,593,420       $ 21,555,773       $  (1,962,353)
                                                    ==============       ============       =============
Other assets $                                      $   17,038,633       $ 10,445,967       $   6,592,666
                                                    ============        ==============      =============
Liabilities                                         $   14,948,056       $     54,419       $  14,893,637
                                                    ==============       ============       =============
</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 six Local Limited
Partnerships with its financial statements; for tax purposes, these entities are
carried on the equity method;  (ii) the  Partnership  has provided a reserve for
valuation of  approximately  $945,000  against four of its  investments in Local
Limited  Partnerships  for financial  reporting  purposes;  (iii)  approximately
$748,000 of amortization that has been deducted for financial reporting purposes
only and (iv) organizational and offering costs of approximately $8,352,000 that
have been  capitalized  for tax  reporting  purposes  but are charged to Limited
Partners' equity for financial reporting purposes.



<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)

               Notes to the Combined Financial Statements (continued)

11.  Supplemental Combining Schedules
<TABLE>

                                                      Balance Sheets
<CAPTION>

                                           Boston Financial
                                           Qualified Housing
                                              Tax Credits            Combined                            Combined
                                              L.P. IV (A)          Entities (B)     Eliminations            (A)
<S>                                         <C>                  <C>                <C>                <C>
Assets
Cash and cash equivalents                   $       216,727      $        71,426    $           -      $    288,153
Marketable securities, at fair value              1,056,590                    -                -         1,056,590
Accounts receivable, net                            440,341               23,778         (440,341)           23,778
Tenant security deposits                                  -               98,963                -            98,963
Investments in Local
   Limited Partnerships, net                     19,945,676                    -         (352,256)       19,593,420
Rental property at cost, net                              -           15,217,196                -        15,217,196
Mortgagee escrow deposits                                 -              106,501                -           106,501
Deferred charges, net                                     -              209,182                -           209,182
Other assets                                         21,778               16,492                -            38,270
                                            ---------------      ---------------    -------------      ------------
     Total Assets                           $    21,681,112      $    15,743,538    $    (792,597)     $ 36,632,053
                                            ===============      ===============    =============      ============

Liabilities and Partners' Equity
Mortgage notes payable                      $             -      $    11,111,888    $           -      $ 11,111,888
Accounts payable to affiliates                      348,946              482,321         (440,341)          390,926
Accounts payable and accrued expenses                69,658              296,418                -           366,076
Interest payable                                          -              507,457                -           507,457
Tenant security deposits payable                          -               89,709                -            89,709
Payable to affiliated Developer                           -            2,482,000                -         2,482,000
                                            ---------------      ---------------    -------------      ------------
     Total Liabilities                              418,604           14,969,793         (440,341)       14,948,056

Minority interest in Local Limited
   Partnerships                                           -                    -          421,489           421,489

General, Initial, and Investor
   Limited Partners' Equity                      21,267,760              773,745         (773,745)       21,267,760
Net unrealized losses on
   marketable securities                             (5,252)                   -                -            (5,252)
                                            ---------------      ---------------    -------------      ------------
     Total Partners' Equity                      21,262,508              773,745         (773,745)       21,262,508
                                            ---------------      ---------------    -------------      ------------
     Total Liabilities and Partners' Equity $    21,681,112      $    15,743,538    $    (792,597)     $ 36,632,053
                                            ===============      ===============    =============      ============
</TABLE>

(A) As of March 31, 1997. (B) As of December 31, 1996 - See Note 2.


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

                             (A Limited Partnership)


                  Notes to the Combined Financial Statements (continued)

11.  Supplemental Combining Schedules (continued)
<TABLE>
                                                 Statements of Operations

<CAPTION>

                                           Boston Financial
                                           Qualified Housing
                                              Tax Credits            Combined                            Combined
                                              L.P. IV (A)          Entities (B)     Eliminations            (A)
<S>                                         <C>                  <C>                <C>                <C>
Revenue:
   Rental                                   $             -      $     1,846,570    $           -      $  1,846,570
   Investment                                        87,759               42,268                -           130,027
   Other                                             70,015               52,617                -           122,632
                                            ---------------      ---------------    -------------      ------------
     Total Revenue                                  157,774            1,941,455                -         2,099,229
                                            ---------------      ---------------    -------------      ------------

Expenses:
   Asset management fees, related party             250,509                    -                -           250,509
   General and administrative                       462,680                    -                -           462,680
   Bad debt expense                                 300,835                    -                -           300,835
   Rental operations, exclusive of depreciation           -            1,170,804                -         1,170,804
   Property management fees, related party                -              129,241                -           129,241
   Interest                                               -              987,379                -           987,379
   Provision for valuation of rental property                    -                  791,830            -
791,830
   Depreciation                                           -              746,829                -           746,829
   Amortization                                      92,053               15,731                -           107,784
                                            ---------------      ---------------    -------------      ------------
     Total Expenses                               1,106,077            3,841,814                -         4,947,891
                                            ---------------      ---------------    -------------      ------------

Loss before equity in losses of Local
   Limited Partnerships                            (948,303)          (1,900,359)               -        (2,848,662)

Equity in losses of Local Limited
   Partnerships                                  (4,555,477)                   -        1,808,207        (2,747,270)

Minority interest in losses of
   Local Limited Partnerships                             -                    -           92,152            92,152
                                            ---------------      ---------------    -------------      ------------

Net Loss                                    $    (5,503,780)     $    (1,900,359)   $   1,900,359      $ (5,503,780)
                                            ===============      ===============    =============      ============
</TABLE>

(A) For the year ended March 31, 1997.  (B) For the year ended December 31, 1996
- - See Note 2.


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. IV

                             (A Limited Partnership)

               Notes to the Combined Financial Statements (continued)

11.  Supplemental Combining Schedules (continued)
<TABLE>

                                                 Statements of Cash Flows
<CAPTION>

                                            Boston Financial
                                           Qualified Housing
                                              Tax Credits           Combined                             Combined
                                               L.P. IV (A)         Entities (B)     Eliminations            (A)

<S>                                         <C>                  <C>                <C>                <C>
Cash flows from operating activities:
Net Loss                                    $    (5,503,780)     $    (1,900,359)   $   1,900,359      $ (5,503,780)
Adjustments to reconcile net loss to
   net cash provided by (used for)
   operating activities:
     Equity in losses of Local
       Limited Partnerships                       4,555,477                    -       (1,808,207)        2,747,270
       Cash distribution income included
       in cash distributions from
       Local Limited Partnerships                   (19,584)                   -                -           (19,584)
     Bad debt expense                               300,835                    -                -           300,835
     Provision for valuation of rental property           -              791,830                -           791,830
     Depreciation and amortization                   92,053              762,560                -           854,613
     Loss on sale of marketable securities            1,310                    -                -             1,310
     Minority interest in losses of
       Local Limited Partnerships                         -                    -          (92,152)          (92,152)
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities
     Accounts receivable, net                             -               15,868                -            15,868
     Tenant security deposits                             -               11,006                -            11,006
     Mortgagee escrow deposits                            -                6,867                -             6,867
     Other assets                                    (2,615)                (190)               -            (2,805)
     Accounts payable to affiliates                 268,007              147,051         (114,343)          300,715
     Accounts payable and
       accrued expenses                             (31,879)             (11,738)               -           (43,617)
     Interest payable                                     -              289,020                -           289,020
     Tenant security deposits payable                     -                4,004                -             4,004
                                            ---------------      ---------------    -------------      ------------
Net cash provided by (used for)
   operating activities                            (340,176)             115,919         (114,343)         (338,600)
                                            ---------------      ---------------    -------------      ------------

Cash flows from investing activities:
   Return of investment in
     Local Limited Partnership                        3,331                    -                -             3,331
   Purchases of marketable securities              (487,098)                   -                -          (487,098)
   Proceeds from sales and maturities
     of marketable securities                       852,443                    -                -           852,443
   Cash distributions received from
     Local Limited Partnerships                     332,439                    -                -           332,439
   Advances to Local Limited Partnerships          (451,118)                   -          114,343          (336,775)
   Purchase of rental property
      and equipment                                       -             (127,283)               -          (127,283)
                                            ---------------      ---------------    -------------      ------------
Net cash provided by (used for)
     investing activities                           249,997             (127,283)         114,343           237,057
                                            ---------------      ---------------    -------------      ------------
</TABLE>


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

                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

11.  Supplemental Combining Schedules (continued)
<TABLE>


                                           Statements of Cash Flows (continued)
<CAPTION>

                                           Boston Financial
                                           Qualified Housing
                                              Tax Credits            Combined                            Combined
                                              L.P. IV (A)          Entities (B)     Eliminations            (A)

<S>                                                       <C>             <C>                   <C>          <C>    <C>    <C>
Cash flows from financing activities:
   Capital contributions received                         -               92,221                -            92,221
   Payment of mortgage principal                          -             (116,976)               -          (116,976)
                                            ---------------      ---------------    -------------      ------------
Net cash used for financing activities                    -              (24,755)                           (24,755)
                                            ---------------      ---------------    -------------      ------------

Net decrease in cash
   and cash equivalents                             (90,179)             (36,119)               -          (126,298)

Cash and cash equivalents, beginning                306,906              107,545                -           414,451
                                            ---------------      ---------------    -------------      ------------

Cash and cash equivalents, ending           $       216,727      $        71,426    $           -      $    288,153
                                            ===============      ===============    =============      ============
</TABLE>

(A) For the year ended March 31, 1997.  (B) For the year ended December 31, 1996
- - See Note 2.



Boston Financial Qualified Housing Tax Credits L. P. IV
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships in
which Registrant has invested at March 31, 1997
(continued)
<TABLE>

                                COST OF INTEREST

                               AT ACQUISITION DATE
                           -----------------------
<CAPTION>
                                                                                      NET IMPROVEMENTS
                             NUMBER        TOTAL                                         CAPITALIZED
                               OF         ENCUM-                      BUILDING AND      SUBSEQUENT TO
DESCRIPTION                   UNITS      BRANCES *        LAND        IMPROVEMENTS       ACQUISITION
Low and Moderate
Income Apartment Complexes

<S>                               <C>      <C>             <C>            <C>                 <C>       
Brooks Crossing Apartments        224      $5,546,557      $878,034       $4,468,624          $3,965,351
  Atlanta, GA
Willow Ridge                      134       3,104,568       345,600        4,722,160           (444,082)
  Prescott, AZ
Dorsett Apartments                 58       2,330,297        38,599        2,617,152           3,538,143
  Philadelphia, PA
Hampton Lane Apartments            24         718,754        15,120           25,930             849,554
  Buena Vista, GA
Audubon Apartments                 37       3,161,989             0        1,714,176           3,969,553
  Boston, MA
Sencit Towne House                201       7,338,591       371,854        9,716,234             608,147
  Shillington, PA
Allentown Towne House             160       6,643,518       236,460        7,917,331             292,765
  Allentown, PA
Prince Street Housing             201       8,105,645       371,734        9,788,527             525,572
  Lancaster, PA
Hilltop Apartments (A)              0               0         8,683          389,661           (398,344)
  Rhome, TX
Royal Crest Apartments (B)         48         686,283        13,985          906,750             (3,554)
  Bowie, TX
Pine Manor Apart.** (C)            36         575,167        19,991                0             705,899
  Jacksonboro, TX
Bryson Place (A)                    0               0         1,200                0             (1,200)
  Bryson, TX
Leawood Manor**                   254       7,521,294       971,742       12,044,206           3,212,899
  Kansas City, KS
Pinewood Terrace I** (C)           84       1,043,248         6,897        1,400,102              63,326
  Rusk, TX
Valley View Apts** (C)             24         366,778         4,835          466,237              23,273
  Valley View, TX
Grandview Apartments (A)            0               0         8,660                0             (8,660)
  Grandview, TX
Bent Tree Apts (A)                  0               0        14,533                0            (14,533)
  Jacksonboro, TX
Bentley Court                     272       6,960,496             0                0          13,347,865
  Columbia, SC
Nocona Terrace (B)                 36         546,756         7,050          741,550              15,204
  Nocona, TX
Justin Place** (C)                 24         334,416         5,485                0             464,463
  Justin, TX
Orocovix IV                        40       1,648,381        60,000        1,175,705             881,939
  Orocovix, PR
Carolina Woods                     48       1,163,956       121,710        2,160,614               5,108
  Greensboro, NC
Mayfair Mansions                  569      21,481,995     2,080,022       27,784,358             237,978
  Washington, DC
</TABLE>

<PAGE>
<TABLE>
                               COST OF INTEREST
                               AT ACQUISITION DATE
                          -------------------------
<CAPTION>
                                                                                      NET IMPROVEMENTS
                             NUMBER        TOTAL                                         CAPITALIZED
                               OF         ENCUM-                      BUILDING AND      SUBSEQUENT TO
DESCRIPTION                   UNITS      BRANCES *        LAND        IMPROVEMENTS       ACQUISITION
Low and Moderate
Income Apartment Complexes

<S>                               <C>       <C>             <C>            <C>                 <C>      
Oakview Square                    192       6,075,155       530,411        7,353,548           3,854,341
  Chesterfield, MI
Whitehills                         24         755,846        40,200          934,444               1,731
  Howell, MI
Gobles Apts.                       24         740,261        12,500          939,518               1,401
  Gobles, MI
Brown Kaplan                       60       7,687,075             0        7,096,932           1,974,211
  Boston, MA
Green Tree                         24         659,724        21,120          788,935               1,798
  Greenville, GA
Milan Apartments                   32       1,019,473        50,500        1,254,727              21,426
  Milan, MI
Findlay                            49       1,709,250        19,533        3,165,904             565,969
  Cincinnati, OH
Seagraves (A)                       0               0        20,000          634,518           (654,518)
  Seagraves, TX
Lakeside                          308       6,333,106       400,000        9,416,579           1,061,996
  Chicago, IL
Lincoln Green                      30       1,246,052       156,725        1,924,700              84,888
  Old Town, ME
West Pine                          38       1,680,626        74,800          944,818           1,086,747
  Allegheny County, PA
BK Apartments                      48         920,000        30,000          983,020             248,407
  Jamestown, ND
46th & Vincennes                   28       1,314,127        16,200        1,901,527              75,871
  Chicago, IL
Gateway**                          50       1,133,081       119,110        1,355,075              24,251
  Azle, TX

                            -----------------------------------------------------------------------------

SUBTOTAL                        3,381     110,552,465     7,073,293      126,733,562          40,185,185
LESS:  Combined Entities **       472      10,973,984     1,128,060       15,265,620           4,494,111
                            -----------------------------------------------------------------------------

TOTAL                           2,909     $99,578,481    $5,945,233     $111,467,942         $35,691,074
                            =============================================================================
</TABLE>

(1)  The aggregate cost for Federal Income Tax purposes is approximately 
$ 173,992,000.

(A) During the year ended March 31, 1997, the Partnership has transferred all of
the assets of five of the Texas
Partnerships subject to their liabilities to unaffiliated entities.

(B) Balances at December  31, 1995 are  restated to reflect that the  properties
previously  stated as having been transferred at March 31, 1996 were transferred
during the year ended March 31, 1997 and were
accounted for on the equity method of accounting at March 31, 1996.

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

<PAGE>

<TABLE>



                            GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1996
                          -------------------------------------------------------
<CAPTION>
                                                                                         LIFE ON WHICH
                                                                                          DEPRECIATION
                                    BUILDING AND                  ACCUMULATED     DATE     IS COMPUTED      DATE
DESCRIPTION                 LAND    IMPROVEMENTS     TOTAL        DEPRECIATION    BUILT      (YEARS)      ACQUIRED
- -----------                 ----    ------------     -----        ------------    -----      -------      --------
Low and Moderate
Income Apartment Complexes

<S>                        <C>        <C>            <C>              <C>           <C>      <C>           <C>
Brooks Crossing            $878,034   $8,433,975     $9,312,009       $2,172,079    1990     various       06/30/89
Apartments
  Atlanta, GA
Willow Ridge                345,600    4,278,078      4,623,678          837,465    1989     various        8/28/89
  Prescott, AZ
Dorsett Apartments           42,112    6,151,782      6,193,894          946,843    1990     various       10/20/89
  Philadelphia, PA
Hampton Lane Apartments      33,397      857,207        890,604          231,662    1990     various       12/20/89
  Buena Vista, GA
Audubon Apartments                0    5,683,729      5,683,729        1,010,429    1990     various       12/22/89
  Boston, MA
Sencit Towne House          371,854   10,324,381     10,696,235        2,226,013    1989     various       12/26/89
  Shillington, PA
Allentown Towne House       236,460    8,210,096      8,446,556        1,605,677    1989     various       12/26/89
  Allentown, PA
Prince Street Housing       371,734   10,314,099     10,685,833        2,085,852    1989     various       12/26/89
  Lancaster, PA
Hilltop Apartments (A)            0            0              0                0    1989       N/A         12/27/89
  Rhome, TX
Royal Crest Apartments(B)    13,985      903,196        917,181          143,516    1989     various       12/27/89
  Bowie, TX
Pine Manor Apart.** (C)      19,991      241,254        261,245          114,245    1989     various       12/27/89
  Jacksonboro, TX
Bryson Place (A)                  0            0              0                0    1990       N/A         12/28/89
  Bryson, TX
Leawood Manor**           1,004,353   15,224,494     16,228,847        4,162,528    1989     various       12/29/89
  Kansas City, KS
Pinewood Terrace I** (C)     14,147    1,422,466      1,436,613          251,613    1989     various       12/27/89
  Rusk, TX
Valley View Apts** (C)        4,835      322,598        327,433           90,633    1989     various       12/27/89
  Valley View, TX
Grandview Apartments (A)          0            0              0                0    1990       N/A         12/27/89
  Grandview, TX
Bent Tree Apts (A)                0            0              0                0    1989       N/A         12/27/89
  Jacksonboro, TX
Bentley Court             1,679,225   11,668,640     13,347,865        3,344,166    1990     various       12/26/89
  Columbia, SC
Nocona Terrace (B)            7,050      756,754        763,804          121,399    1989     various       12/27/89
  Nocona, TX
Justin Place** (C)            5,485      337,902        343,387           83,286    1990     various       12/27/89
  Justin, TX
Orocovix IV                  60,000    2,057,644      2,117,644          393,670    1990     various       12/30/89
  Orocovix, PR
Carolina Woods              121,710    2,165,722      2,287,432          420,371    1990     various       01/31/90
  Greensboro, NC
Mayfair Mansions          2,080,022   28,022,336     30,102,358        8,617,998    1990     various        3/21/90
  Washington, DC

</TABLE>
<PAGE>
<TABLE>

                            GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1996
                          -------------------------------------------------------
<CAPTION>
                                                                                          LIFE ON WHICH
                                                                                          DEPRECIATION
                                    BUILDING AND                  ACCUMULATED     DATE     IS COMPUTED      DATE
DESCRIPTION                 LAND    IMPROVEMENTS     TOTAL        DEPRECIATION    BUILT      (YEARS)      ACQUIRED
- -----------                 ----    ------------     -----        ------------    -----      -------      --------
Low and Moderate
Income Apartment Complexes

<S>                         <C>       <C>            <C>               <C>          <C>      <C>            <C>
Oakview Square              530,411   11,207,889     11,738,300        1,623,815    1991     various        3/22/89
  Chesterfield, MI
Whitehills                  121,848      854,527        976,375          282,675    1990     various        4/21/90
  Howell, MI
Gobles Apts.                 51,736      901,683        953,419          267,331    1990     various        4/29/90
  Gobles, MI
Brown Kaplan                104,800    8,966,343      9,071,143        1,696,696    1991     various         7/1/90
  Boston, MA
Green Tree                   21,120      790,733        811,853          203,225    1990     various         7/6/90
  Greenville, GA
Milan Apartments            151,030    1,175,623      1,326,653          358,534    1990     various        8/20/90
  Milan, MI
Findlay                      19,533    3,731,873      3,751,406          427,987    1990     various        8/15/90
  Cincinnati, OH
Seagraves (A)                     0            0              0                0    1990       N/A         11/28/90
  Seagraves, TX
Lakeside                    400,000   10,478,575     10,878,575        2,630,431    1991     various        5/17/90
  Chicago, IL
Lincoln Green               160,874    2,005,439      2,166,313          446,879    1989     various        3/21/90
  Old Town, ME
West Pine                    74,800    2,031,565      2,106,365          353,970    1991     various       12/31/90
  Allegheny County, PA
BK Apartments                34,151    1,227,276      1,261,427          217,256    1991     various        12/1/90
  Jamestown, ND
46th & Vincennes             16,200    1,977,398      1,993,598          469,538    1990     various        3/29/91
  Chicago, IL
Gateway**                   140,636    1,357,800      1,498,436          176,458    1991     various        6/24/91
  Azle, TX

                          -------------------------------------------------------

SUBTOTAL                  9,117,133  164,083,077    173,200,210       38,014,240
LESS:  Combined Entities  1,189,447   18,906,514     20,095,961        4,878,763
**
                          -------------------------------------------------------

TOTAL                     $7,927,686$145,176,563   $153,104,249      $33,135,477
                          =======================================================

</TABLE>







<TABLE>
<CAPTION>




Summary of property owned and accumulated depreciation:

<S>                                                               <C>                                                    
Property Owned  December 31, 1996                                 Accumulated Depreciation  December 31, 1996
- --------------------------------------------------------------    ----------------------------------------------
Balance at beginning of period                   $153,974,533     Balance at beginning of period
  Additions during period:                                          before Combined Entities        $28,735,999
     Acquisitions through                  $0                       Additions during period:
foreclosure
     Other                             62,414                          Eliminations - 1995            4,131,931
acquisitions                                                      Combined Entities
     Improvements                   1,770,452                          Eliminations - Combined      (4,878,763)
etc.                                                              Entities**
                                  ------------
                                                    1,832,866          Properties disposed of         (386,880)
                                       (A)
  Deductions during period:                                            Depreciation                   5,533,190
                                                                                                 ===============
     Cost of real estate sold         (4,622)                     Balance at close of period        $33,135,477
                                                                                                 ===============
     Write down of building resulting from
       a non-temporary decline      (791,830)
in
value (C)
     Eliminations -1995 Combined   20,760,503
Entities
     Eliminations - Combined      (20,095,959)
Entities**
     Disposals from transferred   (2,571,242)
Properties  (A)
                                  ------------
                                                  (2,703,150)
                                              ----------------
Balance at close of period                       $153,104,249
                                              ================

                                                                  Accumulated Depreciation  December 31, 1995
                                                                  ----------------------------------------------
                                                                  Balance at beginning of period
                                                                    before Combined Entities        $23,272,301
Property Owned  December 31, 1995                                   Additions during period:
- --------------------------------------------------------------
Balance at beginning of period                   $149,462,145          Eliminations - 1994            3,872,447
                                                                  Combined Entities
  Additions during period:                                             Eliminations - Combined      (4,131,931)
                                    Entities
     Acquisitions through                  $0                          Depreciation                   5,723,182
foreclosure
     Other                             88,018                          Properties disposed of                 0
acquisitions                                                      (B)
                                                                                                 ---------------
     Improvements                     308,211                     Balance at close of period        $28,735,999
etc.
                                  ------------                                                   ===============
                                                      396,229
  Deductions during period:
     Cost of real estate sold           (544)
     Eliminations -1994 Combined   24,877,206
Entities
     Eliminations - Combined      (20,760,503)
Entities
     Disposals from transferred             0
Properties (B)
                                  ------------
                                                    4,116,159
                                              ----------------
Balance at close of period                       $153,974,533
                                              ================
Property Owned  December 31, 1994                                 Accumulated Depreciation  December 31, 1994
- --------------------------------------------------------------    ----------------------------------------------
Balance at beginning of period                   $150,462,969     Balance at beginning of period
  Additions during period:                                          before Combined Entities        $18,594,712
     Acquisitions through                  $0                       Additions during period:
foreclosure
     Other                            190,609                          Eliminations - 1993            3,018,949
acquisitions                                                      Combined Entities
     Improvements                     261,940                          Eliminations - Combined      (3,872,447)
etc.                                                              Entities
                                  ------------
                                                      452,549          Depreciation                   5,531,087
                                                                                                 ---------------
  Deductions during period:                                       Balance at close of period        $23,272,301
                                                                                                 ===============
     Cost of real estate and      (1,323,828)
equipment sold
     Eliminations - 1993           24,747,661
Combined Entities
     Eliminations - Combined      (24,877,206)
Entities
                                  ------------
                                                  (1,453,373)
                                              ----------------
Balance at close of period                       $149,462,145
                                              ================

</TABLE>


<PAGE>
[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.

           INDEPENDENT AUDITORS REPORT

January 22, 1997


Gobles Limited Dividend Housing Association
Limited Partnership


We have  audited  the  accompanying  balance  sheet of Gobles  Limited  Dividend
Housing  Association  Limited  Partnership as of December 31, 1996 and 1995, and
the related statements of operations,  partners' equity (deficit) and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,the  financial position of Gobles Limited Dividend Housing
Association  Limited  Partnership  as of  December  31,  1996 and 1995,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with generally accepted accounting principles.

/s/ Kirschner Hutton Perlin, P.C.


<PAGE>
[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.

           INDEPENDENT AUDITORS REPORT

January 11, 1996


To the Partners of
Gobles Limited Dividend Housing Association
Limited Partnership


We have  audited  the  accompanying  balance  sheet of Gobles  Limited  Dividend
Housing Association Limited  Partnership,  as of December31,  1995 and 1994, and
the related  statements of operations,  partners'  equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and performthe 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 ofGobles Limited Dividend Housing
Association  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/ Kirschner Hutton Perlin, P.C.


<PAGE>
[Letterhead]
FLOYD & COMPANY

306 Commercial Drive, Suite 202              Post Office Box 14251
Savannah, Georgia 31406                          Savannah, Georgia
Phone: (912) 355-9969

           INDEPENDENT AUDITORS REPORT


To the General Partners of
Greentree Village Limited Partnership


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

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







<PAGE>





































       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS IV
              (A Limited Partnership)
   
             Annual Report on form 10-K
           For The Year Ended March 31, 1997
            Reports of Independent Auditors

<PAGE>
[Letterhead]

[LOGO]
Haran & Associates
           INDEPENDENT AUDITORS REPORT


To the Partners                           HUD Field Office Director
46th & VINCENNES LIMITED PARTNERSHIP                    Chicago, Illinois
Chicago, Illinois


We have  audited the  accompanying  balance  sheet of 46th &  VINCENNES  LIMITED
PARTNERSHIP,  Project No.  071-35594,  as of December 31, 1996,  and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of 46th &  VINCENNES  LIMITED
PARTNERSHIP,  as of  December  31,  1996,  and its  profit or loss,  changes  in
partners' equity,  and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  21,  1997  on our  consideration  of  46th &  VINCENNES  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 21, 1997 on
its  compliance  with  specific  requirements  applicable to Major HUD Programs,
specific  requirements  applicable to  Affirmative  Fair  Housing,  and specific
requirements applicable to Nonmajor HUD Programs.

The  accompanying  supplementary  information  (shown  on  pages  15 to  19)  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  statement and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
financial statements taken as a whole.

/s/Haran & Associates Ltd.
Haran & Associates LTD
Certified Public Avccountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner: James E. Haran

January 21, 1997
<PAGE>
[Letterhead]

[LOGO]
Haran & Associates
           INDEPENDENT AUDITORS REPORT


To the Partners                           HUD Field Office Director
46th & VINCENNES LIMITED PARTNERSHIP                    Chicago, Illinois
Chicago, Illinois


We have  audited the  accompanying  balance  sheet of 46th &  VINCENNES  LIMITED
PARTNERSHIP,  Project No.  071-35594,  as of December 31, 1995,  and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the  project's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  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.

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

In our opinion, except for the effects of the matters discussed in the preceding
paragraph,  the financial  statements referred to in the first paragraph present
fairly,  in all material  respects,  the financial  position of 46th & VINCENNES
LIMITED  PARTNERSHIP,  as of December 31, 1995, and its profit and loss, changes
in partners'  equity,  and its cash flows for the year then ended in  conformity
with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  26,  1996  on our  consideration  of  46th &  VINCENNES  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 26, 1996 on
its  compliance  with  specific  requirements  applicable to Major HUD Programs,
specific  requirements  applicable to  Affirmative  Fair  Housing,  and specific
requirements applicable to Nonmajor HUD Programs. <PAGE>


[LETTERHEAD]
[LOGO]
Haran & Associates
           INDEPENDENT AUDITORS REPORT (CONTINUED)

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

/s/Haran & Associates Ltd.
Haran & Associates LTD
January 26, 1996

<PAGE>
[Letterhead]

[LOGO]
Haran & Associates
           INDEPENDENT AUDITORS REPORT


To the Partners                           HUD Field Office Director
46th & VINCENNES LIMITED PARTNERSHIP                    Chicago, Illinois
Chicago, Illinois


We have  audited the  accompanying  balance  sheet of 46th &  VINCENNES  LIMITED
PARTNERSHIP,  Project No.  071-35594,  as of December 31, 1994,  and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the  project's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  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.

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

In our opinion, except for the effects of the matters discussed in the preceding
paragraph,  the financial  statements referred to in the first paragraph present
fairly,  in all material  respects,  the financial  position of 46th & VINCENNES
LIMITED  PARTNERSHIP,  as of December 31, 1994, and its profit and loss, changes
in partners'  equity,  and its cash flows for the year then ended in  conformity
with generally accepted accounting  principles.  The supporting data included in
this report  (shown on pages 15 to 19) has been  subjected to the same  auditing
procedures  applied in the audit of the basic  financial  statement  and, in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/Haran & Associates Ltd.
Haran & Associates LTD
January 26, 1996

<PAGE>
[Letterhead]

[LOGO]
Ziner & Company, P.C.
           INDEPENDENT AUDITORS REPORT


To the Partners of
Audobon Group Limited Partnership


We have audited the  accompanying  balance  sheet (MHFA Forms  F.C.-3A & -3B) of
Audobon Group Limited Partnership (a Massachusetts limited  partnership)(Project
No.  89-008-R) as of December 31, 1996,  and the related  statements  changes in
partners'  equity  (deficiency)  (MHFA Forms  F.C.-3C),  operations  (MHFA Forms
F.C.-2A),  cash flows (MHFA Forms F.C.-4A & -4C) for the year then ended.  These
financial  statements  are  the  responsibility  of  the  general  partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  Audobon  Group  Limited
Partnership,  as of December 31, 1996,  and the results of its  operations,  its
changes  in  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 F to the
financial  statements,  the  Partnership's  significant  operating  losses raise
substantial  doubt  about  its  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/Ziner & Company, P.C.

February 22, 1997
<PAGE>
[Letterhead]

[LOGO]
Ziner & Company, P.C.
           INDEPENDENT AUDITORS REPORT


To the Partners of
Audobon Group Limited Partnership


We have audited the  accompanying  balance  sheet (MHFA Forms  F.C.-3A & -3B) of
Audobon Group Limited Partnership (a Massachusetts limited  partnership)(Project
No.  89-008-R) as of December 31, 1995,  and the related  statements  changes in
partners'  equity  (deficiency)  (MHFA Forms  F.C.-3C),  operations  (MHFA Forms
F.C.-2A),  cash flows (MHFA Forms F.C.-4A & -4C) for the year then ended.  These
financial  statements  are  the  responsibility  of  the  general  partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  Audobon  Group  Limited
Partnership,  as of December 31, 1995,  and the results of its  operations,  its
changes  in  partners'  equity  and its cash  flows for the year  then  ended in
conformity with generally accepted accounting principles.

/s/Ziner & Company, P.C.

January 26, 1996


<PAGE>
[Letterhead]

[LOGO]
Ziner & Company, P.C.
           INDEPENDENT AUDITORS REPORT


To the Partners of
Audobon Group Limited Partnership


We have audited the  accompanying  balance  sheet (MHFA Forms  F.C.-3A & -3B) of
Audobon Group Limited Partnership (a Massachusetts limited  partnership)(Project
No.  89-008-R) as of December 31, 1994,  and the related  statements  changes in
partners'  equity  (deficiency)  (MHFA Forms  F.C.-3C),  operations  (MHFA Forms
F.C.-2A),  cash flows (MHFA Forms F.C.-4A & -4C) for the year then ended.  These
financial  statements  are  the  responsibility  of  the  general  partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  Audobon  Group  Limited
Partnership,  as of December 31, 1994,  and the results of its  operations,  its
changes  in  partners'  equity  and its cash  flows for the year  then  ended in
conformity with generally accepted accounting principles.

/s/Ziner & Company, P.C.

January 18, 1995

<PAGE>
[Letterhead]

[LOGO]
Habif, Arogeti & Wynne, P.C.
           INDEPENDENT AUDITORS REPORT

To the Partners
Bentley Court II, Limited Partnership

We have audited the  accompanying  balance  sheet of Bentley  Court II,  Limited
Partnership (a South Carolina Limited  Partnership),  FHA Project No. 054-36622,
as of December  31,  1995,  and the related  statements  of changes in partners'
equity, profit and loss, and cash flows for the year then ended. These financial
statements   are  the   responsibility   of  the   project's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  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 Bentley  Court II,  Limited
Partnership  as of December 31, 1995, and its changes in partners'  equity,  the
results  of its  operations,  and its  cash  flows  for the year  then  ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  29,  1996 on our  consideration  of  Bentley  Court II,  Limited
Partnership's  internal control structure and a report dated January 29, 1996 on
its compliance with laws and regulations.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting  information  included in the report
(shown on pages 12 - 16) is presented for the purpose of additional analysis and
is not a required part of the financial  statements.  Such  information has been
subjected  to the  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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note I to the
financial statements,  the Company has suffered recurring losses from operations
and is in default under its mortgage  agreement,  which raises substantial doubt
about its ability to continue as a going concern.

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


January 29, 1996

<PAGE>
[Letterhead]

[LOGO]
Habif, Arogeti & Wynne, P.C.
           INDEPENDENT AUDITORS REPORT

To the Partners
Bentley Court II, Limited Partnership

We have audited the  accompanying  balance  sheet of Bentley  Court II,  Limited
Partnership (a South Carolina Limited  Partnership),  FHA Project No. 054-36622,
as of December  31,  1994,  and the related  statements  of changes in partners'
equity, profit and loss, and cash flows for the year then ended. These financial
statements   are  the   responsibility   of  the   project's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  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 Bentley  Court II,  Limited
Partnership  as of December 31, 1994, and its changes in partners'  equity,  the
results  of its  operations,  and its  cash  flows  for the year  then  ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  29,  1996 on our  consideration  of  Bentley  Court II,  Limited
Partnership's  internal control structure and a report dated January 29, 1996 on
its compliance with laws and regulations.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting  information  included in the report
(shown on pages 12 - 16) is presented for the purpose of additional analysis and
is not a required part of the financial  statements.  Such  information has been
subjected  to the  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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note H to the
financial statements,  the Company has suffered recurring losses from operations
and is in default under its mortgage  agreement,  which raises substantial doubt
about its ability to continue as a going concern.

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


January 25, 1995

<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.

           INDEPENDENT AUDITORS REPORT

The Partners
B-K Apartments Limited Partnership
Wahpeton, North Dakota

We have  audited  the  accompanying  balance  sheets of B-K  Apartments  Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  B-K  Apartments  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 9 to the
financial statements,  the Partnership has suffered recurring vacancies and cash
deficiencies  that raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 9. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota

February 18, 1997
<PAGE>
[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.

           INDEPENDENT AUDITORS REPORT

The Partners
B-K Apartments Limited Partnership
Wahpeton, North Dakota

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

We conducted our audits in accordance with generally accepted auditing standards
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  B-K  Apartments  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 9 to the
financial statements,  the Partnership has suffered recurring vacancies and cash
deficiencies  that raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 9. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota

January 22, 1996


<PAGE>
[Letterhead]

[LOGO]
Mueller, Walla & Albertson, P.C.

           INDEPENDENT AUDITORS REPORT

The Partners,
Brookscrossing Apartments, L.P.
St. Louis, Missouri

We have audited the accompanying  balance sheets of  Brookscrossing  Apartments,
L.P. (a limited partnership) as of December 31, 1996, and the related statements
of operations,  partners' capital and cash flows for the year then ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Brookscrossing Apartments, L.P.
as of December 31, 1996, and the results of its operations, changes in partners'
capital and its cash flows for the year then ended in conformity  with generally
accepted accounting principles.

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

February 11, 1997
<PAGE>
[Letterhead]

[LOGO]
Mueller, Walla & Albertson, P.C.

           INDEPENDENT AUDITORS REPORT

The Partners,
Brookscrossing Apartments, L.P.
St. Louis, Missouri

We have audited the accompanying  balance sheets of  Brookscrossing  Apartments,
L.P.  (a  limited  partnership),  as of  December  31,  1994,  and  the  related
statements  of  operations,  partners'  capital and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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 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 Brookscrossing Apartments, L.P.
as of December 31, 1994, and the results of its operations, changes in partners'
capital and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Mueller,Walla & Albertson, P.C.


February 7, 1995

<PAGE>
[Letterhead]

[LOGO]
Mueller, Walla & Albertson, P.C.

           INDEPENDENT AUDITORS REPORT

The Partners,
Brookscrossing Apartments, L.P.
St. Louis, Missouri

We have audited the accompanying  balance sheets of  Brookscrossing  Apartments,
L.P.  (a  limited  partnership),  as of  December  31,  1995,  and  the  related
statements  of  operations,  partners'  capital and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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 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 Brookscrossing Apartments, L.P.
as of December 31, 1995, and the results of its operations, changes in partners'
capital and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Mueller, Walla & Albertson, P.C.


February 7, 1996


<PAGE>
[Letterhead]

[LOGO]
Ziner & Company, P.C.
           INDEPENDENT AUDITORS REPORT


To the Partners of
Brown-Kaplan Limited Partnership


We  have  audited  the  accompanying   balance  sheet  of  Brown-Kaplan  Limited
Partnership (a Massachusetts  limited  partnership) (MHFA Project No. 88-002) as
of December 31, 1996, and the related  statements  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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
partnership's  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  Brown-Kaplan   Limited
Partnership  as of December 31, 1996, and the changes in partners'  equity,  the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with generally accepted accounting principles.

/s/Ziner & Company, P.C.

February 7, 1997

<PAGE>
[Letterhead]

[LOGO]
Ziner & Company, P.C.
           INDEPENDENT AUDITORS REPORT


To the Partners of
Brown-Kaplan Limited Partnership


We  have  audited  the  accompanying   balance  sheet  of  Brown-Kaplan  Limited
Partnership (a Massachusetts  limited  partnership) (MHFA Project No. 88-002) as
of December 31, 1994, and the related  statements  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.
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  Brown-Kaplan   Limited
Partnership,  as of December 31, 1994, and the changes in partners' equity,  the
results  in its  operations  and its  cash  flows  for the  year  then  ended in
conformity with generally accepted accounting principles.

/s/Ziner & Company, P.C.

February 17, 1995


<PAGE>
[Letterhead]

[LOGO]
Ziner & Company, P.C.
           INDEPENDENT AUDITORS REPORT


To the Partners of
Brown-Kaplan Limited Partnership


We  have  audited  the  accompanying   balance  sheet  of  Brown-Kaplan  Limited
Partnership (a Massachusetts  limited  partnership) (MHFA Project No. 88-002) as
of December 31, 1995, and the related  statements  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.
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  Brown-Kaplan   Limited
Partnership,  as of December 31, 1995, and the changes in partners' equity,  the
results  in its  operations  and its  cash  flows  for the  year  then  ended in
conformity with generally accepted accounting principles.

/s/Ziner & Company, P.C.

January 20, 1996


<PAGE>
[Letterhead]

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

           INDEPENDENT AUDITORS REPORT


To the Partners
Buena Vista Limited Partnership


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

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

/s/ David G. Pelliccione
Savannah, Georgia

February 25, 1997

<PAGE>
[Letterhead]

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

           INDEPENDENT AUDITORS REPORT


To the Partners
Buena Vista Limited Partnership


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

We conducted our audit in accordance with generally accepted auditing standards.
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 BUENA VISTA LIMITED PARTNERSHIP
as of December  31, 1995 and 1994,  and the results in its  operations  and cash
flows for the year then ended in conformity with generally  accepted  accounting
principles.

/s/ David G. Pelliccione
Savannah, Georgia

March 1, 1996

<PAGE>
[Letterhead]

[LOGO]
Halbert, Katz & Co., P.C.

           INDEPENDENT AUDITORS REPORT


To the Partners
Carolina Woods Associates, Limited Partnership
Wilmington, Delaware

We have audited the  accompanying  balance sheet of Carolina  Woods  Associates,
Limited  Partnership,  as of December 31, 1996 and  December  31, 1995,  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 audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Carolina  Woods  Associates,
Limited  Partnership,  as of December 31, 1996 and  December  31, 1995,  and the
results of its operations,  changes in partners'  capital and cash flows for the
years then ended, in conformity with generally accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on page 11) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina  Woods  Associates,  Limited  Partnership.  Such  information  has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the financial statements taken as a whole.

/s/Halbert, Katz & Co., P.C.

January 30, 1997

<PAGE>
[Letterhead]

[LOGO]
Halbert, Katz & Co., P.C.

           INDEPENDENT AUDITORS REPORT


To the Partners
Carolina Woods Associates, Limited Partnership
Wilmington, Delaware

We have audited the  accompanying  balance sheet of Carolina  Woods  Associates,
Limited  Partnership,  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 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 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 Carolina  Woods  Associates,
Limited  Partnership,  as of December 31, 1995 and  December  31, 1994,  and the
results of its operations,  changes in partners'  capital (capital  deficiency),
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  Carolina  Woods  Associates,
Limited Partnership's internal control structure.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on page 12) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina  Woods  Associates,  Limited  Partnership.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statement  and, in our opinion,  is fairly  stated in all  material  respects in
relation to the financial statements taken as a whole.

/s/Halbert, Katz & Co., P.C.

January 30, 1996

<PAGE>
[Letterhead]

[LOGO]
Fishbein & Company, P.C.
{Letterhead}
           INDEPENDENT AUDITORS REPORT
January 31, 1997

Partners
Dorsett Limited Partnership

We have audited the accompanying  balance sheets of DORSETT LIMITED  PARTNERSHIP
as of December 31, 1996,  and the related  statements of  operations,  partners'
equity and cash flows for the year then ended.  These  financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

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

  Our  audit  was made for the  purpose  of  forming  an  opinion  on the  basic
financial statements taken as a whole. The supplemental  information included in
this report  (shown on pages 9 and 10) is presented  for purposes of  additional
analysis and is not a required  part of the basic  financial  statements  of the
Partnership . Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly stated in all material  respects in relation to the financial  statements
taken as a whole.

/s/Fishbein & Company P.C.


<PAGE>
[Letterhead]

[LOGO]
FEGLEY & ASSOCIATES

           INDEPENDENT AUDITORS REPORT


To the Partners
Dorsett Limited Partnership

We have audited the accompanying  balance sheets of Dorsett 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
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 Dorsett 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]
MISCHLER, NURRE, WAITE

           INDEPENDENT AUDITORS REPORT


To the Partners of
Findlay Market Limited Partnership
Boston, Massachusetts

We have  audited  the  accompanying  balance  sheet of  Findlay  Market  Limited
Partnership,  as of December 31, 1995, and the related statements of revenue and
expenses,  changes in partners'  capital and cash flows for the year then ended.
These financial  statements are the responsibility of the Project's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  Findlay  Market  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>

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 the report
shown on pages 13-14 is presented for the purposes of additional analysis and is
not a required part of the basic financial  statements of Findlay Market Limited
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic  financial  statement and, in our opinion,  is
fairly stated in all material  respects in relation to the financial  statements
taken as a whole.

/s/ MISCHLER, NURRE, WAITE, Ltd.
MISCHLER, NURRE, WAITE, Certified Public Accountants
Cincinnati, Ohio
February 23, 1996


<PAGE>
[Letterhead]

[LOGO]
MISCHLER, NURRE, WAITE

           INDEPENDENT AUDITORS REPORT


To the Partners of
Findlay Market Limited Partnership
Boston, Massachusetts

We have  audited  the  accompanying  balance  sheet of  Findlay  Market  Limited
Partnership,  as of December 31, 1994, and the related statements of revenue and
expenses,  changes in partners'  capital and cash flows for the year then ended.
These financial  statements are the responsibility of the Project's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  Findlay  Market  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. <PAGE>

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 the report
shown on pages 13-14 is presented for the purposes of additional analysis and is
not a required part of the basic financial  statements of Findlay Market Limited
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic  financial  statement and, in our opinion,  is
fairly stated in all material  respects in relation to the financial  statements
taken as a whole.

/s/ MISCHLER, NURRE, WAITE, Ltd.
MISCHLER, NURRE, WAITE, Certified Public Accountants
Cincinnati, Ohio
February 23, 1995


<PAGE>
[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.

           INDEPENDENT AUDITORS REPORT

January 22, 1997


Gobles Limited Dividend Housing Association
Limited Partnership


We have  audited  the  accompanying  balance  sheet of Gobles  Limited  Dividend
Housing  Association  Limited  Partnership as of December 31, 1996 and 1995, and
the related statements of operations,  partners' equity (deficit) and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Gobles Limited Dividend Housing
Association  Limited  Partnership  as of  December  31,  1996 and 1995,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with generally accepted accounting principles.


/s/ Kirschner Hutton Perlin, P.C.


<PAGE>
[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.

           INDEPENDENT AUDITORS REPORT

January 11, 1996


To the Partners of
Gobles Limited Dividend Housing Association
Limited Partnership


We have  audited  the  accompanying  balance  sheet of Gobles  Limited  Dividend
Housing Association Limited  Partnership,  as of December 31, 1995 and 1994, and
the related  statements of operations,  partners'  equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our 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 Gobles Limited Dividend Housing
Association  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/ Kirschner Hutton Perlin, P.C.


<PAGE>
[Letterhead]
FLOYD & COMPANY

306 Commercial Drive, Suite 202              Post Office Box 14251
Savannah, Georgia 31406                          Savannah, Georgia
Phone: (912) 355-9969

           INDEPENDENT AUDITORS REPORT


To the General Partners of
Greentree Village Limited Partnership


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

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

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

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

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

February 28, 1997
<PAGE>
[Letterhead]

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

           INDEPENDENT AUDITORS REPORT


To the General Partners of
Greentree Village Limited Partnership


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

We conducted our 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 Greentree  Village  Limited
Partnership  (a  Georgia  Limited  Partnership),  as of  December  31,  1995 and
December 31, 1994,  and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

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

/s/David C. Moja. C.P.A., P.C.
David C. Moja. C.P.A., P.C
March 11, 1996
Savannah, Georgia



<PAGE>
[Letterhead]

[LOGO]
VACEK, LANGE, & WESTERFIELD, P.C.

           INDEPENDENT AUDITORS REPORT


To the Partners of
Lakeside Square Limited Partnership


We have  audited the  accompanying  balance  sheets of Lakeside  Square  Limited
Partnership,  a limited  partnership,  (HUD  Project No.  IL06-E000-093),  as of
December 31, 1996,  and the related  statements  of profit and loss,  changes in
partners'  capital,  and cash  flows for the year then  ended.  These  financial
statements are the responsibility of the Partnership's Managing general partner.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Lakeside  Square  Limited
Partnership as of December 31, 1996, and the results of its operations,  changes
in  partners'  capital and its cash flows for the year then ended in  conformity
with generally accepted accounting principles.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 22 and January 24, 1997 on our  consideration  of Lakeside  Square
Limited  Partnership's  (the  "Partnership")  internal control structure and the
Partnership's compliance with laws and regulations, respectively.

The  supplementary  data  included  in the report  (shown on pages 13 to 20) are
presented for the purposes of additional analysis and are not a required part of
the basic  financial  statements of Lakeside  Square Limited  Partnership.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly  presented in
all material respects, in relation to the financial statements taken as a whole.

/s/ VACEK, LANGE, & WESTERFIELD, P.C.
Houston, Texas
January 22, 1997

<PAGE>
[Letterhead]

[LOGO]
VACEK, LANGE, & WESTERFIELD, P.C.

           INDEPENDENT AUDITORS REPORT


To the Partners of
Lakeside Square Limited Partnership


We have  audited the  accompanying  balance  sheets of Lakeside  Square  Limited
Partnership,  a limited  partnership  (HUD  Project  No.  IL06-E000-093),  as of
December  31, 1995,  and the related  statements  of profit and loss,  partners'
capital,  and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's  general partner.  Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Lakeside  Square  Limited
Partnership, as of December 31, 1995, 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.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  26,  1996  on  our  consideration  of  Lakeside  Square  Limited
Partnership's   (the   "Partnership")   internal   control   structure  and  the
Partnership's compliance with laws and regulations.

The  supplementary  data  included  in the report  (shown on pages 13 to 20) are
presented for the purposes of additional analysis and are not a required part of
the basic  financial  statements of Lakeside  Square Limited  Partnership.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

/s/ VACEK, LANGE, & WESTERFIELD, P.C.
Houston, Texas
January 26, 1996


<PAGE>
[Letterhead]

[LOGO]
VACEK, LANGE, & WESTERFIELD, P.C.

           INDEPENDENT AUDITORS REPORT


To the Partners of
Lakeside Square Limited Partnership


We have  audited the  accompanying  balance  sheets of Lakeside  Square  Limited
Partnership,  a limited  partnership  (HUD  Project  No.  IL06-E000-093),  as of
December 31, 1994,  and the related  statements  of profit and loss,  changes in
partners'  capital,  and cash  flows for the year then  ended.  These  financial
statements are the responsibility of the Partnership's managing general partner.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Lakeside  Square  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  conducted  for the purpose of forming an opinion on the financial
statements  taken as a whole.  The  supplementary  data  included  in the report
(shown on pages 13 to 19) are presented for the purposes of additional  analysis
and are not a required part of the basic financial statements of Lakeside Square
Limited  Partnership.  Such  information  has  been  subjected  to the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/ VACEK, LANGE, & WESTERFIELD, P.C.
Houston, Texas
January 25, 1995


<PAGE>
[Letterhead]

[LOGO]
Reznick Fedder & Silverman

           INDEPENDENT AUDITORS REPORT


To the Partners
Leawood Associates, L.P.


We have audited the accompanying balance sheets of Leawood Associates,  L.P., as
of  December  31,  1996 and 1995,  and the  related  statements  of  operations,
partners'  equity,  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Leawood Associates, L.P., as of
December  31,  1996 and 1995,  and the  results  of its  operations,  changes in
partners' capital and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Boston, Massachusetts
January 25, 1997

<PAGE>
[Letterhead]

[LOGO]
Reznick Fedder & Silverman

           INDEPENDENT AUDITORS REPORT


To the Partners
Leawood Associates, L.P.


We have audited the accompanying balance sheets of Leawood Associates,  L.P., as
of December  31,  1995,  and the related  statements  of  operations,  partners'
equity, and cash flows for the year then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audit.  The
financial  statements of Leawood  Associates,  L.P. as of and for the year ended
December 31, 1994 were audited by other  auditors  whose  report  thereon  dated
February 1, 1995m expressed an unqualified opinion on those 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 financial  statements  referred to above present fairly, in
all material respects, the financial position of Leawood Associates, L.P., as of
December  31,  1995,  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.

/s/ Reznick Fedder & Silverman
Boston, Massachusetts
January 29, 1996

<PAGE>
[Letterhead]

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

           INDEPENDENT AUDITORS REPORT


To the Partners of
Leawood Associates, L.P.
(a Limited Partnership):


We have audited the accompanying  balance sheets of Leawood Associates,  L.P. (a
Limited  Partnership),  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.
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 Leawood  Associates,  L.P. (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.

/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 1, 1995

<PAGE>
[Letterhead]

[LOGO]
OUELLETTE, LABONTE, ROBERGE & ALLEN, P.A.

           INDEPENDENT AUDITORS REPORT


The Partners
Lincoln Green Associates
Limited Partnership


We have audited the  accompanying  balance  sheets of Lincoln  Green  Associates
Limited Partnership,  a limited partnership (HUD Project No. IL06-E000-093),  as
of December  31, 1996 and 1995,  and the related  statements  of income  (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 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 Lincoln  Green  Associates
Limited  Partnership,  as of December 31, 1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements  taken  as a  whole.  The  additional  information  included  in  the
Schedules 1 through 2 is presented for the purposes of  additional  analysis and
are not a required part of the basic financial statements.  Such information has
been  subjected  to the  auditing  procedures  applied in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ OUELLETTE, LABONTE, ROBERGE & ALLEN

February 4, 1997
Lewiston, Maine
<PAGE>
[Letterhead]

[LOGO]
OUELLETTE, LABONTE, ROBERGE & ALLEN, P.A.

           INDEPENDENT AUDITORS REPORT


The Partners
Lincoln Green Associates
Limited Partnership


We have audited the  accompanying  balance  sheets of Lincoln  Green  Associates
Limited Partnership,  a limited partnership (HUD Project No. IL06-E000-093),  as
of December  31, 1995 and 1994,  and the related  statements  of income  (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 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 Lincoln  Green  Associates
Limited  Partnership,  as of December 31, 1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements  taken  as a  whole.  The  additional  information  included  in  the
Schedules 1 through 3 is presented for the purposes of  additional  analysis and
are not a required part of the basic financial statements.  Such information has
been  subjected  to the  auditing  procedures  applied in the audit of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ OUELLETTE, LABONTE, ROBERGE & ALLEN

February 6, 1996
Lewiston, Maine

<PAGE>
[Letterhead]

[LOGO]
Ernst & Young LLP                 Suite 500                 Phone 202-775-1880
                                1150 18th Street, N.W.        Fax 202-833-2019
                                Washington D. C. 20036

           INDEPENDENT AUDITORS REPORT


To the Partners
Kenilworth Associates Ltd.


We have audited the accompanying balance sheet of Kenilworth  Associates Ltd., a
Limited  Partnership,  (the  "Partnership"),  as of December 31,  1996,  and the
related statements of profit and loss,  partners' equity, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

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

/s/ Ernst & Young LLP

January 31, 1997

<PAGE>
[Letterhead]

[LOGO]
Kenneth Leventhal & Company

           INDEPENDENT AUDITORS REPORT


To the Partners
Kenilworth Associates Ltd.
Washington, D.C.


We have audited the accompanying balance sheet of Kenilworth  Associates Ltd., a
Limited  Partnership,  (the  "Partnership")  as of December  31,  1995,  and the
related statements of profit and loss,  partners' equity, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Kenilworth  Associates Ltd. a
Limited Partnership,  as of December 31, 1995, and the results of its operations
and cash flows for the years then ended in conformity  with  generally  accepted
accounting principles.


/s/ Ernst & Young LLP

January 26, 1996

<PAGE>
[Letterhead]

[LOGO]
Kenneth Leventhal & Company

           INDEPENDENT AUDITORS REPORT


To the Partners                                      HUD Field Office Director
Kenilworth Associates Ltd.                           HUD Building, Room 3158
Washington, D.C.                                     451 7th Street Southwest
                           Washington, D.C. 20410-5500


We have audited the accompanying balance sheets of Kenilworth  Associates Ltd. A
Limited  Partnership,  FHA Project No.  000-44160/000-35349  as of December  31,
1994,  and the related  statements  of profit and loss (on HUD Form No.  92410),
partners'  equity,  and cash  flows for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
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 Kenilworth  Associates Ltd. A
Limited  Partnership,  FHA Project No.  000-44160/000-35349,  as of December 31,
1994,  and the results of its operations and cash flows for the years then ended
in conformity with generally accepted accounting principles.
<PAGE>
Kenilworth Associates Ltd.
FHA Project No. 000-44160/000-35349
Page Two

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

/s/ Kenneth Leventhal & Company

Washington, D.C.
January 30, 1995

<PAGE>
[Letterhead]

[LOGO]
KIRSCHNER HUTTON PERLIN, P.C.

           INDEPENDENT AUDITORS REPORT
January 14, 1997

Partners
Milan Apartments Company Limited Partnership

We have  audited the  accompanying  balance  sheet of Milan  Apartments  Company
Limited Partnership,  RECD Project No. 26-58-382867000,  as of December 31, 1996
and 1995, and the related  statements of operations,  partners' equity, and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Milan  Apartments  Company
Limited  Partnership  as of December  31, 1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated January 14, 1997, on our consideration of Milan Apartments Company Limited
Dividend Housing  Association Limited  Partnership's  internal control structure
and  a  report  dated  January  14,  1997,  on  its  compliance  with  laws  and
regulations.


/s/ Kirschner Hutton Perlin, P.C.


<PAGE>
[Letterhead]

[LOGO]
KIRSCHNER HUTTON PERLIN, P.C.

           INDEPENDENT AUDITORS REPORT
January 23, 1996

Partners
Milan Apartments Company Limited Partnership

We have  audited the  accompanying  balance  sheet of Milan  Apartments  Company
Limited Partnership,  RECD Project No. 26-58-382867000,  as of December 31, 1995
and 1994, and the related  statements of operations,  partners' equity, and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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 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 Milan  Apartments  Company
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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated January 23, 1996, on our consideration of Milan Apartments Company Limited
Dividend Housing  Association Limited  Partnership's  internal control structure
and  a  report  dated  January  23,  1996,  on  its  compliance  with  laws  and
regulations.


/s/ Kirschner Hutton Perlin, P.C.


<PAGE>
[Letterhead]

[LOGO]
JOHN J. LEHOTAN C.P.A.


To The Partners of Oakview Square
Limited Partnership
Detroit, Michigan


           INDEPENDENT AUDITORS REPORT


I have  audited  the  accompanying  balance  sheet  of  Oakview  Square  Limited
Partnership,  a Michigan limited  partnership,  as of December 31, 1996, and the
related  statements of profit and loss,  partners'  equity and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial positions of Oakview Square Limited Partnership
as of December 31, 1996 and the results of its  operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.


/s/John J. Lehotan
Certified Public Accountants
February 6, 1997
<PAGE>
[Letterhead]

[LOGO]
JOHN J. LEHOTAN C.P.A.


To The Partners of Oakview Square
Limited Partnership
Detroit, Michigan


           INDEPENDENT AUDITORS REPORT


I have  audited  the  accompanying  balance  sheet  of  Oakview  Square  Limited
Partnership,  a Michigan limited  partnership,  as of December 31, 1995, and the
related  statements of profit and loss,  partners'  equity and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial positions of Oakview Square Limited Partnership
as of December 31, 1995 and the results of its  operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.


/s/John J. Lehotan
Certified Public Accountants
February 14, 1996



<PAGE>
[Letterhead]

[LOGO]
JOHN J. LEHOTAN C.P.A.


To The Partners of Oakview Square
Limited Partnership
Detroit, Michigan


           INDEPENDENT AUDITORS REPORT


I have  audited  the  accompanying  balance  sheet  of  Oakview  Square  Limited
Partnership,  a Michigan limited  partnership,  as of December 31, 1994, and the
related  statements of profit and loss,  partners'  equity and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial positions of Oakview Square Limited Partnership
as of December 31, 1994 and the results of its  operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.


/s/John J. Lehotan
Certified Public Accountants
February 22, 1995


<PAGE>
[Letterhead]

[LOGO]
HORWATH VELEZ SEMPRIT NIEVES & CO.

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS

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




We have audited the  accompanying  balance sheets of Orocovix  Limited  Dividend
Partnership,  S.E. as of December 31, 1996 and 1995, and the related  statements
of operations,  partners' equity  (deficiency) and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our  auditS  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
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 Orocovix  Limited  Dividend
Partnership,  S.E.  as of  December  31,  1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/HORWATH VELEZ SEMPRIT NIEVES & CO.

February 4, 1997
<PAGE>
[Letterhead]

[LOGO]
HORWATH VELEZ SEMPRIT NIEVES & CO.


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


           INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENTS


We have audited the  accompanying  balance sheets of Orocovix  Limited  Dividend
Partnership,  S.E., as of December 31, 1995 and 1994, and the related statements
of operations,  partners' equity  (deficiency) and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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 Orocovix  Limited  Dividend
Partnership,  S.E.  as of  December  31,  1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/HORWATH VELEZ SEMPRIT NIEVES & CO.

February 2, 1996



<PAGE>
[Letterhead]

[LOGO]
J.A. PLUMER & CO., P.A.

INDEPENDENT AUDITOR'S REPORT


February 10, 1997

Partners
Prince Street Towers Limited Partnership
Washington, D.C.




We have audited the  accompanying  statements  of  financial  position of Prince
Street  Towers  Limited  Partnership,  PHFA  Project  No.  R-414-8E,  A  Limited
Partnership,  as of December 31, 1996 and 1995,  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 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 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 Prince Street Towers Limited
Partnership at December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity  with  generally  accepted
accounting principles.


/s/ J.A. PLUMER & CO., P.A.
Certified Public Accountants

<PAGE>
[Letterhead]

[LOGO]
J.A. PLUMER & CO., P.A.

INDEPENDENT AUDITOR'S REPORT


February 12, 1996

Partners
Prince Street Towers Limited Partnership
Washington, D.C.




We have audited the  accompanying  statements  of  financial  position of Prince
Street  Towers  Limited  Partnership,  PHFA  Project  No.  R-414-8E,  A  Limited
Partnership,  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 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 Prince Street Towers 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/ J.A. PLUMER & CO., P.A.
Certified Public Accountants

<PAGE>
[Letterhead]

[LOGO]
PLANTE & MORAN, LLP


To the Partners
East Rusk Housing Associates, Ltd.
(d/b/a Pinewood Terrace Apartments)


           INDEPENDENT AUDITORS' REPORT


We have audited the accompanying balance sheets of East Rusk Housing Associates,
Ltd., (a Texas limited  partnership) (d/b/a Pinewood Terrace  Apartments),  RECD
Project  No.  49-037-752269877,  as  of  December  31,  1995,  and  the  related
statements of operations, partners' equity (deficit) and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our 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.

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 3, 1996,  on our  consideration  of the  Partnership's  internal
control  structure and a report dated February 3, 1996, on its  compliance  with
laws and regulations.

/s/Plante & Moran LLP

February 3, 1996


<PAGE>
[Letterhead]

[LOGO]
Deloitte & Touche LLP



           INDEPENDENT AUDITORS' REPORT

To the Partners of
Sencit Towne House Limited Partnership
Washington, D.C.


We have audited the  accompanying  balance  sheets of Sencit Towne House Limited
Partnership A Limited Partnership,  PHFA Project No. R389-8E, 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 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,  such  financial  statements  present  fairly,  in all material
respects,  the financial statements of Sencit Towne House 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 25, 1996

<PAGE>
[Letterhead]

[LOGO]
Deloitte & Touche LLP



           INDEPENDENT AUDITORS' REPORT

To the Partners of
Allentown Towne House Limited Partnership
Washington, D.C.


We have audited the accompanying balance sheets of Allentown Towne House Limited
Partnership A Limited Partnership, PHFA Project No. R-187-8E, 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 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,  such  financial  statements  present  fairly,  in all material
respects,  the financial statements of Allentown Towne House 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 25, 1996

<PAGE>
[Letterhead]

[LOGO]
Paul E. Campbell



           INDEPENDENT AUDITORS' REPORT

To the Partners
of West Pine Associates
Huntington, West Virginia 25704

I have audited the accompanying  balance sheets of West Pine  Associates,  as of
December  31, 1996 and 1995,  and the related  statements  of income,  partners'
capital, 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 audits.

I conducted my audits in accordance with generally  accepted auditing  standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require  that I plan and perform the 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  audits  provide  a  reasonable  basis for my
opinion.

In my  opinion,  such  financial  statements  present  fairly,  in all  material
respects,  the financial  statements of West Pine  Associates as of December 31,
1996 and 1995,  and the  results  of its  operations  and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

My audit was made for the  purpose of forming an opinion on the basic  financial
statements taken as a whole.

/s/Paul E. Campbell


January 16, 1997

<PAGE>
[Letterhead]

[LOGO]
Paul E. Campbell



           INDEPENDENT AUDITORS' REPORT

To the Partners
of West Pine Associates
Huntington, West Virginia 25704

I have audited the accompanying  balance sheets of West Pine  Associates,  as of
December  31, 1995 and 1994,  and the related  statements  of income,  partners'
capital, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally  accepted auditing  standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require  that I plan and perform the 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  audits  provide  a  reasonable  basis for my
opinion.

In my  opinion,  such  financial  statements  present  fairly,  in all  material
respects,  the financial  statements of West Pine  Associates 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.

My audit was made for the  purpose of forming an opinion on the basic  financial
statements taken as a whole.

/s/Paul E. Campbell


January 23, 1996

<PAGE>
[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.



           INDEPENDENT AUDITORS' REPORT

January 23, 1997

Partners
Whitehills II Apartments Company Limited Partnership

We have audited the  accompanying  balance  sheet of  Whitehills  II  Apartments
Company  Limited  Partnership  as of December 31, 1996 and 1995, and the related
statements  of  operations,  partners'  equity  (deficit) and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  such financial  statements referred to above present fairly, in
all material  respects,  the  financial  position of  Whitehills  II  Apartments
Company Limited Partnership as of December 31, 1996 and 1995, and the results of
its  operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.


/s/ Kirschner Hutton Perlin, P.C.

<PAGE>
[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.



           INDEPENDENT AUDITORS' REPORT

January 17, 1996

Partners
Whitehills II Apartments Company Limited Partnership

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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
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,  such  financial  statements  present  fairly,  in all material
respects,  the financial  statements of Whitehills II Apartments Company 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/ Kirschner Hutton Perlin, P.C.

<PAGE>
[Letterhead]

[LOGO]
Cleveland & Company, P.C.



           INDEPENDENT AUDITORS' REPORT


To the Partners of
Willow Ridge Development Company Limited Partnership
Prescott, Arizona

We have  audited the  accompanying  balance  sheet of Willow  Ridge  Development
Company Limited  Partnership  (FHA Project No.  123-94010,  formerly Project No.
123-36610) as of December 31, 1996,  and the related  statements of  operations,
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 audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Willow  Ridge  Development
Company Limited  Partnership  (FHA Project No.  123-94010  formerly  Project No.
123-36610), as of December 31, 1996, and the results of its operations,  and the
changes in partner's equity and cash flows for the year then ended in conformity
with generally accepted accounting principles.

In accordance with Government  Auditing  Standards,  and the Consolidated  Audit
Guide for Audits for HUD Programs  issued by the U.S.  Department of Housing and
Urban Development,  we have also issued a report dated February 10, 1997, on our
consideration of Willow Ridge Development Company Limited Partnership's internal
control  structure,  and reports dated February 10, 1997, on its compliance with
specific   requirements   applicable  to  major  HUD   programs,   and  specific
requirements applicable to Affirmative Fair Housing.

The accompanying  supplementary information (shown on pages 11-24) are presented
for  purposes of  additional  analysis  and is not a required  part of the basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/Cleveland & Company, P.C.
Certified Public Accountants
Federal Employer I.D. No. 86-0564541
February 10, 1997
<PAGE>
[Letterhead]

[LOGO]
Cleveland & Company, P.C.



           INDEPENDENT AUDITORS' REPORT


To the Partners of
Willow Ridge Development Company Limited Partnership
Prescott, Arizona

We have  audited the  accompanying  balance  sheet of Willow  Ridge  Development
Company Limited  Partnership  (FHA Project No.  123-94010,  formerly Project No.
123-36610),  as of December 31, 1995, and the related  statements of operations,
changes in  partners'  equity,  and cash flows for the years then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing standards
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,  such  financial  statements  present  fairly,  in all material
respects,  the financial  statements of Willow Ridge Development Company Limited
Partnership (FHA Project No. 123-94010,  formerly Project No. 123-36610),  as of
December  31,  1995,  and the  results  of its  operations,  and the  changes in
partner's  equity  and 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 24, 1996, on our consideration of Willow Ridge Development Company
Limited Partnership's internal control structure,  and reports dated January 24,
1996,  on its  compliance  with  specific  requirements  applicable to major HUD
programs, and specific requirements applicable to Affirmative Fair Housing.

The accompanying  supplementary information (shown on pages 11-24) are presented
for  purposes of  additional  analysis  and is not a required  part of the basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/Cleveland & Company, P.C.
January 24, 1996

<PAGE>
[Letterhead]

[LOGO]
Cleveland & Company, P.C.



           INDEPENDENT AUDITORS' REPORT


To the Partners of
Willow Ridge Development Company Limited Partnership
Prescott, Arizona

We have  audited the  accompanying  balance  sheet of Willow  Ridge  Development
Company Limited  Partnership  (FHA Project No.  123-94010,  formerly Project No.
123-36610) as of December 31, 1994,  and the related  statements of  operations,
changes in  partners'  equity,  and cash flows for the years then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing standards
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 Willow  Ridge  Development
Company Limited  Partnership  (FHA Project No.  123-94010,  formerly Project No.
123-36610) as of December 31, 1994, and the results of its  operations,  and the
changes in partner's 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  supplementary  information  (pages 11-32) are
presented for purposes of additional  analysis and is not a required part of the
basic financial statements.  Such information has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/Cleveland & Company, P.C.
Certified Public Accountants
Federal Employer ID No. 0564541

February 2, 1995



<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        12-MOS
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         MAR-31-1997
<CASH>                                               288,153
<SECURITIES>                                         1,056,590
<RECEIVABLES>                                        23,778
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     243,734<F1>
<PP&E>                                               15,217,196
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       36,632,053<F2>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           21,262,508
<TOTAL-LIABILITY-AND-EQUITY>                         36,632,053<F3>
<SALES>                                              000
<TOTAL-REVENUES>                                     2,099,229<F4>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     3,960,512<F5>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   987,379
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (5,503,780)<F6>
<EPS-PRIMARY>                                        (88.08)
<EPS-DILUTED>                                        000
<FN>
<F1>Included  in current assets:  Mortgagee  escrow  deposits  $106,501,  Tenant
security  deposits  $98,963 and Other current assets  $38,270.  <F2>Included  in
total assets:  Investments in Local Limited Partnerships  $19,593,420,  Deferred
charges,  net $209,182.  
<F3>Included in Total Liabilities and Equity: Accounts payable to affiliates  
$390,926,  Accounts payable and accrued expenses $366,076, Mortgage notes  
payable  $11,111,888,  Interest  payable  of  $507,457,  Tenant
security deposits  payable of $89,709, Payable to  affiliated  developer 
$2,482,000 and Minority interest in Local Limited Partnerships $421,489.
<F4>Total revenue includes: Rental $1,846,570, Investment $130,027, Other 
     $122,632.
<F5>Included in Other Expenses:  Asset management fees,  related party $250,509,
General and  administrative  $462,680,  Bad debt  $300,835,  Rental  operations,
exclusive  of  depreciation  $1,170,804,   Property  management  fees  $129,241,
Provision  for  valuation  of  investments  in  Local  Limited  Partnerships  of
$791,830,   Depreciation  $746,829  and  Amortization  $107,784.   
<F6>Net  loss reflects:  Equity in losses of Local  Limited  Partnerships  of  
$2,747,270  and Minority  interest in losses of Local  Limited  Partnerships  
$92,152.  
</FN>
        

</TABLE>


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