BOSTON CAPITAL TAX CREDIT FUND III L P
10-K405, 1998-07-15
OPERATORS OF APARTMENT BUILDINGS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

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

     For the fiscal year ended March 31, 1998 or
                               --------------
[ ]  Transition report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from           to
                                   -----------  ------------
Commission file number    0-21718
                       --------------
            Boston Capital Tax Credit Fund III L.P.
- -----------------------------------------------------------------
- -----
      (Exact name of registrant as specified in its charter)

       Massachusetts                              52-1749505
- ---------------------------------
- -----------------------------
 (State of other jurisdiction of               (I.R.S. Employer
 incorporation or organization)                Identification
No.)

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

Fund's telephone number, including area code: (617)624-8900
                                              -------------
Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each
exchange
                 Title of each class           on which
registered
                 -------------------
- ---------------------
                       None                             None
             --------------------------
- ---------------------------
Securities registered pursuant to Section 12(g) of the Act:

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

Indicate by check mark whether the Fund (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or for
such shorter period that the Fund 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 or Regulation S-K ( 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form 10-K.   __
                                     |xx|




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

               Form 10-K
                 Parts         Document
               ---------      ---------
               Parts I, III   October 7, 1993 Prospectus,
                              as supplemented


               Parts II, IV   Form 8-K dated April 4, 1994
                              Form 8-K dated April 4, 1994
                              Form 8-K dated April 7, 1994
                              Form 8-K dated April 8, 1994
                              Form 8-K dated April 12, 1994
                              Form 8-K dated April 14, 1994
                              Form 8-K dated May 12, 1994
                              Form 8-K dated May 29, 1994
                              Form 8-K dated May 31, 1994
                              Form 8-K dated June 16, 1994
                              Form 8-K dated June 27, 1994
                              Form 8-K dated June 27, 1994
                              Form 8-K dated July 8, 1994
                              Form 8-K dated September 1, 1994
                              Form 8-K dated September 12, 1994
                              Form 8-K dated September 21, 1994
                              Form 8-K dated October 19, 1994
                              Form 8-K dated October 25, 1994
                              Form 8-K dated October 28, 1994
                              Form 8-K dated November 19, 1994
                              Form 8-K dated January 12, 1995

                BOSTON CAPITAL TAX CREDIT FUND III L.P.
                        Form 10-K ANNUAL REPORT
                    FOR THE YEAR ENDED March 31, 1998

                             TABLE OF CONTENTS

                                  PART I



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

                                  PART II

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

                                 PART III

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

                                  PART IV

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

          Signatures
                                    PART I
                                    ------
Item 1.   Business

Organization
- ------------
     Boston Capital Tax Credit Fund III L.P. (the "Fund") is a
limited
partnership formed under the Delaware Revised Uniform Limited
Partnership
Act as of September 19, 1991.  The General Partner of the Fund is
Boston
Capital Associates III L.P., a Delaware limited partnership.  C &
M
Associates, d/b/a Boston Capital Associates, a Massachusetts
general
partnership, whose only two partners are Herbert F. Collins and
John P.
Manning, the principals of Boston Capital Partners, Inc., is the
sole
general partner of the General Partner.  The limited partner of
the
General Partner is Capital Investment Holdings, a general
partnership
whose partners are certain officers and employees of Boston
Capital
Partners, Inc., and its affiliates.  The Assignor Limited Partner
is BCTC
III Assignor Corp., a Delaware corporation which is wholly-owned
by
Herbert F. Collins and John P. Manning.

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

     A Registration Statement on Form S-11 and the related
prospectus, as
supplemented (the "Prospectus") was filed with the Securities and
Exchange Commission and became effective January 24, 1992 in
connection
with a public offering ("Offering") in one or more series of a
minimum of
250,000 BACs and a maximum of 20,000,000 BACs at $10 per BAC.  On
September 4, 1993 the Fund filed an amendment to Form S-11 with
the
Securities and Exchange Commission which registered an additional
2,000,000 BACs at $10 per BAC for sale to the public in one or
more
series.  The registration for additional BACs became effective on
October
6, 1993.  As of March 31, 1998, subscriptions had been received
and
accepted by the General Partner in Series 15, 16, 17, 18 and 19
for
21,996,102 BACs, representing capital contributions of
$219,961,020.  The
Fund issued the last BACs in Series 19 on December 17, 1993.
This
concluded the Public Offering of the Fund.

     The Offering, including information regarding the issuance
of BACs
in series, is described on pages 84 to 87 of the Prospectus, as
supplemented, under the caption "The Offering", which is
incorporated
herein by reference.

Description of Business
- -----------------------
     The Fund's principal business is to invest as a limited
partner in
other limited partnerships (the "Operating Partnerships") each of
which
                                    1

will own or lease and will operate an Apartment Complex
exclusively or
partially for low- and moderate-income tenants.  Each Operating
Partnership in
which the Fund will invest will own Apartment Complexes which are
completed,
newly-constructed, under construction or rehabilitation, or to-be
constructed
or rehabilitated, and which are expected to receive Government
Assistance.
Each Apartment Complex is expected to qualify for the low-income
housing tax
credit under Section 42 of the Code (the "Federal Housing Tax
Credit"),
thereby providing tax benefits over a period of ten to twelve
years in the
form of tax credits which investors may use to offset income,
subject to
certain strict limitations, from other sources.  Certain
Apartment Complexes
may also qualify for the historic rehabilitation tax credit under
Section 48
of the Code (the "Rehabilitation Tax Credit").  The Federal
Housing Tax Credit
and the Government Assistance programs are described on pages 37
to 51 of the
Prospectus, as supplemented, under the captions "Tax Credit
Programs" and
"Government Assistance Programs," which is incorporated herein by
reference.
Section 236 (f) (ii) of the National Housing Act, as amended, in
Section 101
of the Housing and Urban Development Act of 1965, as amended,
each provide for
the making by HUD of rent supplement payments to low income
tenants in
properties which receive other forms of federal assistance such
as Tax
Credits.  The payments for each tenant, which are made directly
to the owner
of their property, generally are in such amounts as to enable the
tenant to
pay rent equal to 30% of the adjusted family income.  Some of the
Apartment
Complexes in which the Partnership has invested are receiving
such rent
supplements from HUD. HUD has been in the process of converting
rent
supplement assistance to assistance paid not to the owner of the
Apartment
Complex, but directly to the individuals.  At this time, the
Partnership is
unable to predict whether Congress will continue rent supplement
programs
payable directly to owners of the Apartment Complex.

     As of March 31, 1998 the Fund had invested in 68 Operating
Partnerships
on behalf of Series 15, 64 Operating Partnerships on behalf of
Series 16, 49
Operating Partnerships on behalf of Series 17, 34 Operating
Partnerships on
behalf of Series 18 and 26 Operating Partnerships on behalf of
Series 19.  A
description of these Operating Partnerships is set forth in Item
2 herein.

     The business objectives of the Fund are to:

     (1)  provide current tax benefits to Investors in the form
of
          Federal Housing Tax Credits and in limited instances, a
small
          amount of Rehabilitation Tax Credits, which an Investor
may
          apply, subject to certain strict limitations, against
the
          investor's federal income tax liability from active,
portfolio
          and passive income;

     (2)  provide tax benefits in the form of passive losses
which an
          Investor may apply to offset his passive income (if
any); and

     (3)  preserve and protect the Fund's capital and provide
capital
          appreciation and cash distributions through increases
in value
          of the Fund's investments and, to the extent
applicable, equity
          buildup through periodic payments on the mortgage
indebtedness
          with respect to the Apartment Complexes.
                                    2

     The business objectives and investment policies of the Fund
are
described more fully on pages 30 to 37 of the Prospectus, as
supplemented, under the caption "Investment Objectives and
Acquisition
Policies," which is incorporated herein by reference.

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

Item 2.   Properties

     The Fund has acquired a Limited Partnership interest in 241
Operating
Partnerships in five series, identified in the table set forth
below.  In each
instance the Apartment Complex owned by the applicable Operating
Partnership
is eligible for the Federal Housing Tax Credit.  Occupancy of a
unit in each
Apartment Complex which initially complied with the Minimum
Set-Aside Test
(i.e., occupancy by tenants with incomes equal to no more than a
certain
percentage of area median income) and the Rent Restriction Test
(i.e., gross
rent charged tenants does not exceed 30% of the applicable income
standards)
is referred to hereinafter as "Qualified Occupancy."  Each of the
Operating
Partnerships and each of the respective Apartment Complexes are
described more
fully in the Prospectus or applicable Report on Form 8-K.  The
General Partner
believes that there is adequate casualty insurance on the
properties.

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























                                    3

                Boston Capital Tax Credit Fund III L.P. - Series
15

                      PROPERTY PROFILES AS OF March 31, 1998

                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
April Gardens  Las Piedras,
Apts. III      PR       32  $1,470,532   9/92    5/93     100%  $
279,823

Autumwood      Keysville,
Heights        VA       40   1,348,908   8/92     1/93    100%
256,700

Barton Village Arlington,
Apartments     GA       18     511,252  10/92     3/93    100%
101,154

Bergen         Bergen,
Meadows        NY       24   1,021,398   7/92     7/92    100%
199,420

Bridlewood     Horse Cave,
Terrace        KY       24     792,631   1/94      1/95   100%
167,679

Brunswick      Lawrenceville,
Commons        VA       24     826,669   3/92      9/92   100%
152,282

Buena Vista
Apartments,    Union,
Phase II       SC       44   1,456,325   3/92      1/92   100%
281,000

Calexico       Calexico,
Senior Apts.   CA       38   1,925,949   9/92      9/92   100%
366,220

Chestnut       Altoona,
Hills Estates  AL       24     744,304   9/92      9/92   100%
146,500

Columbia       Camden,
Heights Apts.  AR       32   1,297,011  10/92      9/93   100%
247,599

Coral Ridge    Coralville,
Apartments     IA      102   2,605,764   3/92     11/92   100%
2,257,827

Country
Meadows        Sioux Falls,
II, III, IV    SD       55   1,348,385   5/92      9/92   100%
1,220,825

Curwensville   Curwensville,
House Apts.    PA       28   1,217,911   9/92      7/93   100%
262,000

Deerfield      Crewe,
Commons        VA       39   1,231,999   4/92      6/92   100%
242,430
                                    4

                Boston Capital Tax Credit Fund III L.P. - Series
15

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
East Park     Dilworth,
Apts. I       MN        24 $   499,433    6/94     1/94  100%  $
406,100

Edgewood
 Apts.        Munfordville,
              KY        24     789,035    6/92     8/92  100%
156,763

Golden Age    Oak Grove,
Apts.         MO        17     405,084     4/92   11/91  100%
84,410

Graham        Graham,
Village Apts. NC        50   1,332,451    10/94    6/95  100%
919,461

Greentree     Utica,
Apts.         OH        24     686,246     4/94   10/75  100%
64,069

Greenwood     Fort Gaines,
Village       GA        24     676,781     8/92    5/93  100%
131,268

Hadley's
Lake          East Machias
Apts.         ME        18   1,041,877     9/92    1/93  100%
291,400

Hammond       Westernport,
Heights Apts. MD        35   1,491,709     7/92    2/93  100%
327,944

Harrisonville Harrisonville,
Properties II MO        24     609,280     3/92   11/91  100%
144,004

Harvest Point Madison,
Apts.         SD        30   1,202,188     3/95   12/94  100%
268,760

Hearthside II Portage,
              MI        60   1,965,350     4/92   11/92  100%
1,153,620








                                    5

                Boston Capital Tax Credit Fund III L.P. - Series
15

                      PROPERTY PROFILES AS OF March 31, 1998
Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Heron's        Lake Placid,
Landing I      FL      37   $1,207,737  10/92   10/92    100%  $
255,339

Hidden         W. Pittsburg,
Cove           CA      88    2,811,177   2/94    8/88    100%
200,000

Higginsville   Higginsville,
Estates        MO      24      628,694   3/92    3/91    100%
146,111

Kearney        Kearney,
Estates        MO      24      635,541   5/92     1/92   100%
138,103

Lakeside       Lake Village
Apts.          AR      32    1,221,983   8/94     8/95   100%
282,004

Lake View      Lake View,
Green Apts.    SC      24      889,507   3/92     7/92   100%
183,603

Laurelwood
Apartments,    Winnsboro,
Phase II       SC      32    1,070,660   3/92     2/92   100%
229,986

Lebanon
Properties     Lebanon,
III            MO      24      633,468   3/92     2/92   100%
152,171

Lebanon        Spring Grove,
Village II     VA      24      927,067   8/92     2/93   100%
169,000

Lilac Apts.    Leitchfield,
               KY      24      729,867   6/92     7/92   100%
148,015

Livingston     Livingston,
Plaza          TX      24      677,893  12/92    11/93   100%
176,534







                                    6

                Boston Capital Tax Credit Fund III L.P. - Series
15

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Manning     Manning,
Lane Apts.   SC         42   $1,474,883   8/92   3/93    100%  $
296,436

Marshall    Marshallville,
Lane Apts.   GA         18      554,797   8/92  12/92    100%
114,200

Maryville   Maryville,
Properties   MO         24      719,677   5/92   3/92    100%
156,636

Meadow      Grantsville,
View Apts.   MD         36    1,489,870   5/92   2/93    100%
291,322

Millbrook   Sanford,
Commons      ME         16      923,043   6/92  11/92    100%
227,100

Monark      Van Buren & Barling,
Homes        AR         10      327,340   6/94   3/94    100%
239,800

North
Prairie     Plainwell,
Manor Apts.  MI         28      883,203   9/92   5/93    100%
206,820

North Trail Arkansas City,
Apts.        KS         24      829,304   9/94  12/94    100%
194,118

Oakwood     Century,
Village      FL         39    1,110,433   5/92   5/92    100%
249,374

Osceola      Osceola,
Estates Apts.IA         24      677,260   5/92   5/92    100%
161,325

Payson
Senior       Payson,
Center Apts. AZ         39    1,489,891   8/92   8/92    100%
365,755

Rainier      Mt. Rainier,
Manor Apts.  MD        104    2,690,165   4/92   1/93    100%
1,095,382

Ridgeview    Brainerd,
Apartments   MN         24      863,431   3/92   1/92    100%
165,434


                                    7

                Boston Capital Tax Credit Fund III L.P. - Series
15

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -
- -----------------------------------------------------------------
- ---------
Rio Mimbres  Deming,
II Apartments NM       24  $   775,086   4/92     4/92     100%
$  149,811

River Chase  Wauchula,
Apts.         FL       47    1,479,940   8/92    10/92     100%
322,944

Rolling
Brook        Algonac,
III Apts.     MI       26      828,540   6/92    11/92     100%
185,632

School St.   Marshall,
Apts.Phase I  WI       24      765,937   4/92     5/92     100%
666,025

Shenandoah   Shenandoah,
Village       PA       34    1,475,722   8/92     2/93     100%
317,136

Showboat     Chesaning,
Manor Apts.   MI       26      797,461   7/92     2/93     100%
178,084

Spring Creek Derby,
II Apts.      KS       50    1,252,478   4/92     6/92     100%
1,060,282

Summit Ridge Palmdale,
Apartments    CA      304    8,934,496  10/92    12/93     100%
5,639,000

Sunset Sq.   Scottsboro,
Apts.         AL       24      741,950   9/92     8/92     100%
143,900

Taylor Mill  Hodgenville,
Apartments    KY       24      769,646   4/92     5/92     100%
173,606

Timmons      Lynchburg,
Village Apts. SC       18      623,526   5/92     7/92     100%
122,450

University   Detroit,
Meadows       MI       53    1,945,327   6/92    12/92     100%
1,676,750

Valatie      Valatie,
Woods         NY       32    1,380,952   6/92     4/92     100%
277,600



                                    8

          Boston Capital Tax Credit Fund III L.P. - Series 15

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Village      Healdton,
Woods         OK       24  $   705,236  8/94   12/94      100%  $
173,616

             Urb. Corales
Villas       de Hatillo,
Del Mar       PR       32    1,467,376  8/92    8/92      100%
307,200

Virgen del
Pozo Garden  Sabana Grande,
Apts.         PR       70    3,339,391  8/92    7/93      100%
772,550

Weedpatch    Weedpatch,
Country Apts. CA       36    1,977,464  1/94    9/94      100%
461,197

Whitewater   Ideal,
Village Apts. GA       18      527,672  8/92   11/92      100%
108,000

Wood Park    Arcadia,
Pointe        FL       36    1,171,161  6/92    5/92      100%
243,672























                                    9

                Boston Capital Tax Credit Fund III L.P. - Series
16

                      PROPERTY PROFILES AS OF March 31, 1998


                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
1413
Leavenworth  Omaha,
Apts.          NE      60  $1,573,550   12/92   3/93      100%
$1,287,526

Abbey        Nixa,
Orchards Apts. MO      48   1,531,290    3/94   6/94      100%
1,163,875

Abbey
Orchards     Nixa,
Apts.II        MO      56   1,106,299    8/94   7/94      100%
1,137,750

Bernice      Bernice,
Villa Apts.    LA      32     961,430    5/93  10/93      100%
200,476

Branch River Wakefield,
Commons Apts.  NH      24   1,265,082    9/92   2/93      100%
246,105

Brunswick    Lawrenceville,
Manor Apts.    VA      40   1,421,154    2/94   7/94      100%
278,519

Canterfield  Denmark,
Manor          SC      20     769,742   11/92   1/93      100%
175,959

Cape Ann
YMCA         Gloucester,
Community Ctr. MA      23     615,521    1/93  12/93      100%
693,132

Carriage     Westville,
Park Village   OK      24     721,771    2/93   7/93      100%
144,714

Cedar        Brown City,
Trace Apts.    MI      16     505,775   10/92   7/93      100%
102,500

Cielo Azul   Aztec,
Apts.          NM      30   1,018,990    5/93   5/93      100%
389,749

Clymer       Clymer,
Park Apts.     PA      32   1,444,636   12/92  11/94      100%
317,428



                                    10

                Boston Capital Tax Credit Fund III L.P. - Series
16

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Crystal      Davenport,
Ridge Apts.   IA      126   $3,103,590  10/93   2/94      100%  $
3,032,972

Cumberland   Middlesboro,
Woods Apts.   KY       40    1,454,417  12/93  10/94      100%
412,700

Deer Run     Warrenton,
Apts.         NC       31      710,946   8/93   3/93      100%
572,200

Derry Round  Borough of Derry,
House Court   PA       26    1,134,690   2/93   2/93      100%
248,019

Fairmeadow   Latta,
Apts.         SC       24      885,753   1/93   7/93      100%
195,400

Falcon       Beattyville,
Ridge Apts.   KY       32    1,049,182   4/94   1/95      100%
247,200

Forest       Butler,
Pointe Apts.  GA       25      755,346  12/92   9/93      100%
162,397

Gibson       Gibson,
Manor Apts.   NC       24      910,256  12/92   6/93      100%
161,412

Greenfield   Greenfield,
Properties    MO       20      533,849   1/93   5/93      100%
126,046

Greenwood    Mt. Pleasant,
Apts.         PA       36    1,478,650  11/93  10/93       97%
352,000

Harmony      Galax,
House Apts.   VA       40    1,477,187  11/92   7/93      100%
285,588

Haynes House Roxbury,
Apartments    MA      131    3,425,071   8/94   9/95      100%
1,955,670

Holly Tree   Holly Hill,
Manor         SC       24      887,097  11/92   2/93      100%
201,490

Isola Square Isola,
Apartments    MS       32      972,440  11/93   4/94      100%
246,722

                                    11

                Boston Capital Tax Credit Fund III L.P. - Series
16

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Joiner      Joiner,
Manor        AR       25  $  820,643   1/93     6/93     100%
$149,670

Landview    Bentonia,
Manor        MS       28     842,072   7/93     2/94     100%
190,109

Laurel      Idabel,
Ridge Apts.  OK       52   1,389,051   4/93    12/93     100%
282,606

Lawtell     Lawtell,
Manor Apts.  LA       32     930,662   4/93     8/93     100%
202,603

Logan       Ridgeland,
Lane Apts    SC       36   1,301,408   9/92     3/93     100%
274,750

Mariner's   Milwaukee,
Pointe Apts  WI       64   2,003,521  12/92     8/93     100%
1,684,121

Mariner's
Pointe      Milwaukee,
Apts. II     WI       52   1,961,491  12/92     8/93     100%
1,676,219

Meadows of  Southgate,
Southgate    MI       83   2,323,073   7/93     5/94     100%
1,716,000

Mendota     Mendota,
Village Apts.CA       44   1,982,426  12/92     5/93     100%
438,300

Mid City    Jersey City,
Apts.        NJ       58   3,102,095   9/93     6/94     100%
3,097,210

Newport
Elderly     Newport,
Apts.        VT       24   1,252,686   2/93    10/93     100%
221,626

Newport     Newport,
Manor Apts.  TN       30     960,136   9/93    12/93     100%
204,863

Oak Forest  Eastman,
Apts.        GA       41   1,183,172  12/92    10/93     100%
251,269


                                    12

                Boston Capital Tax Credit Fund III L.P. - Series
16

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Parkwoods   Anson,
Apts.        ME       24   $1,285,580   12/92   9/93     100%  $
320,206

Plantation  Tchula,
Manor        MS        28     836,162    7/93  12/93     100%
195,030

Ransom St.   Blowing Rock,
Apartments   NC        13     588,602   12/93  11/94     100%
104,197

Riviera      Miami Beach,
Apts.        FL        56   1,711,123   12/92  12/93     100%
1,442,978

Sable Chase  McDonough,
of McDonough GA       222   5,145,068   12/93  12/94     100%
5,618,968

Simmesport   Simmesport,
Square Apts. LA        32     951,657    4/93   6/93     100%
198,500

St. Croix    Woodville,
Commons Apts. WI        40  1,113,590   10/94  12/94     60%
534,847

St. Joseph   St. Joseph,
Square Apts. LA        32     961,599    5/93   9/93     100%
206,086

Summersville Summersville,
Estates      MO        24     623,008    5/93   6/93     100%
157,976

Stony Ground St. Croix,
Villas       VI        22   1,436,698   12/92   6/93     100%
358,414

Talbot       Talbotton,
Village II   GA        24     682,948    8/92   4/93     100%
129,683

Tan Yard
Branch       Blairsville,
Apts. I      GA        24     757,454   12/92   9/94     100%
151,154

Tan Yard
Branch       Blairsville,
Apts. II     GA        25     741,436   12/92   7/94     100%
144,304


                                    13

                Boston Capital Tax Credit Fund III L.P. - Series
16

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
The
Fitzgerald   Plattsmouth,
Building     NE        20  $  697,900  12/93   12/93     100%   $
924,780

The
Woodlands   Tupper Lake,
             NY        18     929,570   9/94    2/95     100%
214,045

Tuolumne
City        Tuolumne,
Senior Apts. CA        30   1,606,725  12/92    8/93     100%
376,535

Turtle      Monticello,
Creek Apts.  AR        27     852,336   5/93   10/93     100%
185,392

Valley View Palatine Bridge,
Apartments   NY        32   1,433,708   5/94    5/94     100%
326,870

Victoria    North Port,
Pointe Apts. FL        42   1,447,234  10/94    1/95     100%
338,058

Vista Linda Sabana Grande,
Apartments   PR        50   2,509,415   1/93   12/93     100%
435,530

West End    Union,
Manor        SC        28     993,128   5/93    5/93     100%
231,741

Westchester
Village     Oak Grove,
of Oak Grove MO        33   1,217,182  12/92    4/93     100%
889,700

Westchester
Village of  St. Joseph,
St. Joseph   MO        60   1,632,404   7/93    6/93     100%
1,316,500

Willcox    Willcox,
Senior Apts. AZ        30   1,106,534   1/93    6/93     100%
268,747

Woods       Damascus,
Landing Apts.VA        40   1,473,132  12/92    9/93     100%
286,171


                                    14

                Boston Capital Tax Credit Fund III L.P. - Series
17

                      PROPERTY PROFILES AS OF March 31, 1998


                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Annadale     Fresno,
Apartments    CA      222  $4,577,617   1/96    6/90      100%  $
- -0-

Artesia      Artesia,
Properties    NM       40   1,423,532   9/94    9/94      100%
399,464

Aspen Ridge  Omaha,
Apts.         NE       42     873,002   9/93   11/93      100%
809,750

Briarwood    Clio,
Apartments    SC       24     917,416  12/93    8/94      100%
211,133

Briarwood
Apartments   DeKalb,
of DeKalb     IL       48   1,556,606  10/93    6/94      100%
1,041,834

Briarwood    Buena Vista,
Village       GA       38   1,133,273  10/93    5/94      100%
252,700

Brookwood    Blue Springs,
Village       MO       72   2,314,685  12/93   12/94      100%
1,629,100

Cairo Senior Cairo,
Housing       NY       24   1,073,827   5/93    4/93      100%
201,711

Caney Creek  Caneyville,
Apts.         KY       16     479,633   5/93    4/93      100%
118,800

Central      Cambridge,
House         MA      128   2,561,302   4/93   12/93      100%
2,498,109

Clinton      Clinton,
Estates       MO       24     740,556  12/94   12/94      100%
162,717

Cloverport   Cloverport,
Apts.         KY       24     758,953   4/93    7/93      100%
174,575

College
Greene       Chili,
Senior Apts.  NY      110   2,781,020   3/95    8/95      100%
232,545


                                    15

                Boston Capital Tax Credit Fund III L.P. - Series
17

                      PROPERTY PROFILES AS OF March 31, 1998
Continued
- ---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.   3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Crofton     Crofton,
Manor Apts.  KY         24  $  807,528   4/93    3/93    100%
$  168,420

Deerwood    Adrian,
Village Apts.GA         20     638,923   2/94    7/94    100%
160,900

Doyle       Darien,
Village      GA         38   1,173,713   9/93    4/94    100%
235,509

Fuera Bush
Senior      Fuera Bush,
Housing      NY         24   1,103,720   7/93    5/93    100%
189,364

Gallaway    Gallaway,
Manor Apts.  TN         36   1,059,860   4/93    5/93    100%
221,432

Glenridge   Bullhead City,
Apartments   AZ         52   2,051,802   6/94    6/94    100%
520,500

Green Acres West Bath,
Estates      ME         48   1,216,346   1/95   11/94    100%
135,849

Green Court Mt. Vernon,
Apartments   NY         76   2,305,194  11/94   11/94     84%
964,813

Henson      Fort Washington,
Creek Manor  MD        105   4,008,753   5/93    4/94    100%
2,980,421

Hickman
Manor       Hickman,
Apts. II     KY         16     541,610  11/93   12/93    100%
134,094

Hill        Bladenboro,
Estates, II  NC         24   1,018,663   3/95    7/95    100%
132,300

Houston     Alamo,
Village      GA         24     673,690  12/93    5/94    100%
169,418

Isola       Greenwood,
Square Apts.  MS        36   1,063,598  11/93    8/94    100%
304,556


                                    16

                Boston Capital Tax Credit Fund III L.P. - Series
17

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Ivywood     Smyrna,
Park Apts.    GA      106   $3,051,181   6/93   10/93     100%
$2,093,847

Jonestown   Jonestown,
Manor Apts.   MS       28      869,905  12/93   12/94     100%
243,605

Largo Ctr.  Largo,
Apartments    MD      100    3,862,987   3/93    6/94     100%
2,753,475

Laurel      Naples,
Ridge Apts.   FL       78    2,952,184   2/94   12/94     100%
1,788,844

Lee Terrace Pennington Gap,
Apartments    VA       40    1,492,281   2/94   12/94     100%
288,268

Maplewood Union City,
Park Apts.   GA        110   3,549,760   4/94    7/95     100%
1,416,091

Oakwood
Manor of    Bennettsville,
Bennettsville SC       24      880,315   9/93   12/93     100%
189,200

Opelousas   Opelousas,
Point Apts.   LA       44    1,394,818  11/93    3/94     100%
439,277

Orchard     Beaumont,
Park          CA      144    3,919,367   1/94    5/89     100%
250,000

Palmetto    Palmetto,
Villas        FL       49    1,615,004   5/94    4/94     100%
421,795

Park        Lehigh Acres,
Place         FL       36    1,180,200   2/94    5/94     100%
283,687

Pinehurst   Farwell,
Senior Apts.  MI       24      811,185   2/94    2/94     100%
183,176

Quail       Reedsville,
Village       GA       31      884,336   9/93    2/94     100%
171,855

Royale Glen Muskegon,
Townhomes     MI       79    3,686,381  12/93   12/94     100%
909,231
                                    17

                Boston Capital Tax Credit Fund III L.P. - Series
17

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Seabreeze   Inglis,
Manor         FL        37  $1,237,696   3/94    1/95     100%
$  294,387

Soledad     Soledad,
Senior Apts.  CA        40   1,962,504  10/93    1/94     100%
407,894

Stratford   Midland,
Place        MI         53     978,259   9/93    6/94     100%
892,915

Summit      Palmdale,
Ridge Apt.   CA        304   8,934,496  12/93   12/93     100%
5,191,039

Villa West  Topeka,
V Apartments KS         52   1,239,879   2/93   10/92     100%
902,700

Waynesburg  Waynesburg,
House Apts.  PA         34   1,500,200   7/94   12/95     100%
501,140

West Front  Skowhegan,
Residence    ME         30   1,708,870   9/94    8/94     100%
487,390

West Oaks   Raleigh,
Apartments   NC         50   1,201,077   6/93    7/93     100%
811,994

White       White Castle,
Castle Manor LA         24     778,284   6/94    5/94     100%
198,684
















                                    18

                Boston Capital Tax Credit Fund III L.P. - Series
18

                      PROPERTY PROFILES AS OF March 31, 1998


                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Arch         Boston,
Apartments    MA        75  $2,612,884   4/94   12/94     100%
$3,017,845

Bear Creek   Naples,
Apartments    FL       118   4,920,780   3/94    4/95     100%
3,586,687

Briarwood    Humbolt,
Apartments    IA        20     710,499   8/94    4/95     100%
162,536

California   San Joaquin,
Apartments    CA        42   1,835,545   3/94    12/94    100%
519,100

Chatham      Chatham,
Manor         NY        32   1,428,426   1/94    12/93    100%
296,860

Chelsea Sq.  Chelsea,
Apartments    MA         6     301,393   8/94    12/94    100%
451,929

Clarke       Newport,
School        RI        56   2,553,154  12/94    12/94    100%
1,804,536

Cox Creek    Ellijay,
Apartments    GA        25     826,339   1/94     1/95    100%
214,824

Evergreen    Macedon,
Hills Apts.   NY        72   2,819,733   8/94     1/95    100%
1,464,564

Glen Place   Duluth,
Apartments    MN        35   1,235,919   4/94     6/94    100%
1,328,621

Harris Music West Palm Beach,
Building      FL        38   1,329,732   6/94    11/95    100%
749,953

Kristine     Bakersfield,
Apartments    CA        60   1,357,598  10/94    10/94    100%
1,636,293

Lakeview     Battle Creek,
Meadows II    MI        60   1,631,579   8/93     5/94    100%
1,029,000



                                    19

                Boston Capital Tax Credit Fund III L.P. - Series
18

                      PROPERTY PROFILES AS OF March 31, 1998

Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Lathrop     Lathrop,
Properties   MO        24  $   744,307   4/94    5/94      100%
$   171,579

Leesville   Leesville,
Elderly Apts.LA        54    1,255,777   6/94    6/94      100%
776,500

Lockport    Lockport,
Seniors Apts.LA        40      985,098   7/94    9/94      100%
595,439

Maple Leaf  Franklinville,
Apartments   NY        24    1,105,876   8/94   12/94      100%
296,587

Maple       Aurora,
Terrace      NY        32    1,416,725   9/93    9/93      100%
279,988

Marengo     Marengo,
Park Apts.   IA        24      733,421  10/93    3/94      100%
133,552

Meadowbrook Oskaloosa,
Apartments   IA        16      484,154  11/93    9/94      100%
96,908

Meadows     Show Low,
Apartments   AZ        40    1,494,891   3/94    5/94      100%
420,302

Natchitoches
Senior      Natchitoches,
Apartments   LA        40      962,038   6/94   12/94      100%
644,175

Newton      Newton,
Plaza Apts.  IA        24      811,403  11/93    9/94      100%
166,441

Oakhaven    Ripley,
Apartments   MS        24      504,829   1/94    7/94      100%
116,860

Parvin's
Branch      Vineland,
Townhouses   NJ        24      855,899   8/93   11/93      100%
761,856




                                    20

                Boston Capital Tax Credit Fund III L.P. - Series
18

                      PROPERTY PROFILES AS OF March 31, 1998
Continued
- ---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.   3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Peach Tree   Felton,
Apartments     DE       32  $1,488,901    1/94   7/93     100%  $
206,100

Pepperton    Jackson,
Villas         GA       29     866,522    1/94   6/94     100%
222,762

Prestonwood  Bentonville,
Apartments     AR       62   1,207,101   12/93  12/94     100%
1,067,200

Richmond     Richmond,
Manor          MO       36   1,034,866    6/94   6/94     100%
231,593

Rio Grande   Eagle Pass,
Apartments     TX      100   2,277,660    6/94   5/94     100%
666,840

Troy         Troy,
Estates        MO       24     698,219   12/93   1/94     100%
159,007

Vista Loma   Bullhead City,
Apartments     AZ       41   1,609,548    5/94   9/94     100%
465,650

Vivian       Vivian,
Seniors Apts.  LA       40     998,036    7/94   9/94     100%
625,691

Westminster
Meadow       Grand Rapids,
Apartments     MI       64   2,099,908   12/93  11/94     100%
1,378,000















                                    21

                Boston Capital Tax Credit Fund III L.P. - Series
19
                      PROPERTY PROFILES AS OF March 31, 1998

                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Callaway     Holt's Summit,
Villa         MO        48  $1,294,714   6/94  12/94    100%   $
1,181,010

Carrollton   Carrollton,
Villa         MO        48   1,289,993    6/94   3/95    100%
1,121,758

Clarke       Newport,
School        RI        56   2,553,154   12/94  12/94    100%
1,153,719

Coopers      Irving,
Crossing      TX        93   3,794,626    6/96  12/95    100%
1,716,000

Delaware
Crossing     Ankeny,
Apartments    IA       152   3,702,186    8/94   3/95    100%
3,337,884

Garden Gate  Forth Worth,
Apartments    TX       240   5,839,879    2/94   4/95    100%
3,526,605

Garden Gate  Plano,
Apartments    TX       240   7,325,979    2/94   5/95    100%
3,116,064

Hebbronville Hebbronville,
Senior        TX        20     520,486   12/93   4/94    100%
82,592

Jefferson    Denver,
Square        CO        64   2,547,818    5/94   8/95    100%
1,705,351

Jenny Lynn   Morgantown,
Apts.         KY        24     806,172    1/94   9/94    100%
182,800

Lone Star    Lone Star,
Senior        TX        24     615,597   12/93   5/94    100%
138,740

Mansura
Villa II     Mansura,
Apartments    LA        32     967,493    5/94   8/95    100%
227,910

Maplewood   Union City,
Park Apts.   GA       110    3,549,760   4/94     7/95   100%
1,416,091

Martindale   Martindale,
Apts.         TX        24     684,833   12/93   1/94    100%
154,790

                                    22

                Boston Capital Tax Credit Fund III L.P. - Series
19

                     PROPERTY PROFILES AS OF March 31, 1998
Continued
- ---------                   Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/97   Date     Comp.    3/31/98
3/31/98
- -----------------------------------------------------------------
- ----------
Munford     Munford,
Village      AL        24  $   764,418   10/93    4/94   100%   $
165,800

Northpoint  Kansas City,
Commons      MO       158    4,751,980    7/94    6/95   100%
2,124,024

Poplar      Madison,
Ridge Apts.  VA        16      664,872   12/93   10/94   100%
124,704

Prospect
Villa III   Hollister,
Apartments   CA        30    1,743,304    3/95    5/95   100%
499,104

Sahale
Heights     Elizabethtown,
Apts.        KY        24      858,298    1/94    6/94   100%
238,600

Seville     Forest Village,
Apartments   OH        24      665,237    3/94    3/78   100%
47,780

Sherwood    Rainsville,
Knoll        AL        24      781,126   10/93    4/94   100%
162,500

Summerset   Swainsboro,
Apartments   GA        30      960,190   1/94    11/95   100%
223,029

Tanglewood  Lawrenceville,
Apartments   GA       130    4,251,341  11/93    12/94   100%
3,020,840

Village     Independence,
North I      KS        24      858,246   6/94    12/94   100%
190,471

Vistas at   Largo,
Lake Largo   MD       110    3,286,144  12/93     1/95   100%
2,833,420

Wedgewood
Lane        Cedar City,
Apartments   UT        24    1,002,164   6/94     9/94   100%
262,800


                                    23

Item 3.   Legal Proceedings

          None.

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

          None.



     









































                                    24

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

     (a)  Market Information

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

     (b)  Approximate number of security holders

          As of March 31, 1998, the Fund has 14,048 BAC holders
for an
          aggregate of 21,996,102 BACs, at a subscription price
of $10
          per BAC, received and accepted.

          The BACs were issued in series.  Series 15 consists of
2,610
          investors holding 3,870,500 BACs, Series 16 consists of
3,678
          investors holding 5,429,402 BACs, Series 17 consists of
3,098
          investors holding 5,000,000 BACs, Series 18 consists of
2,132
          investors holding 3,616,200 BACs, and Series 19
consists of
          2,530 investors holding 4,080,000 BACs at March 31,
1998.

     (c)  Dividend history and restriction

          The Fund has made no distributions of Net Cash Flow to
its BAC
          Holders from its inception, September 19, 1991 through
March
          31, 1998.

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

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

          Fund allocations and distributions are described on
page 60 of
          the Prospectus, as supplemented, under the caption
"Sharing
          Arrangements:  Profits, Credits, Losses, Net Cash Flow
and
          Residuals", which is incorporated herein by reference.



                                    25

Item 6.   Selected Financial Data

    The information set forth below presents selected financial
data of
the Fund for each of the years ended March 31, 1994 through March
31,
1998.  Additional detailed financial information is set forth in
the
audited financial statements listed in Item 14 hereof.

Operations
- ----------
                March 31,     March 31,     March 31,    March
31,   March 31,
                  1998          1997          1996         1995
1994
                --------      --------      --------    --------
- --------
Interest &
Other Income  $    341,565  $  555,991 $  1,034,800 $  2,200,432
$ 2,380,436
Share of Loss
  of Operating
  Partnerships (13,145,436) (15,051,842) (14,435,496)
(10,794,203) (4,998,241)
Operating Exp.  (2,938,230)  (3,210,372)  (3,313,615)
(3,739,460) (2,585,806)
               -----------  -----------   ----------  -----------
- ----------
Net Loss
$(15,742,101)$(17,706,223)$(16,714,311)$(12,333,231)$(5,203,611)
               ===========  ===========   ==========  ===========
==========
Net Loss
per BAC       $       (.72) $      (.80)$       (.75)$
(.56)$      (.31)
               ===========  ===========   ==========  ===========
==========

                   As of       As of         As of         As of
As of
                 March 31,    March 31,     March 31,    March
31,   March 31,
                   1998         1997          1996         1995
1994
                 --------     --------      --------     --------
- --------
Balance Sheet
- -------------
Total Assets  $131,189,787 $145,845,635 $167,285,510 $202,894,304
$215,591,233
               ===========  ===========  ===========  ===========
===========
Total Liab.   $ 11,434,028 $ 10,350,261 $ 14,069,497 $ 33,078,601
$ 33,263,599
Partners'      ===========  ===========  ===========  ===========
===========
 Capital      $119,755,759 $135,495,374 $153,216,013 $169,815,703
$182,327,634
               ===========  ===========  ===========  ===========
===========
Other Data
- ----------
Tax Credits per BAC for the Investors Tax
Year, the Twelve Months Ended December
31, 1997, 1996, 1995, 1994 and 1993*
              $       1.39 $       1.37 $       1.26 $        .66
$       .42
               ===========  ===========  ===========  ===========
==========
*  Credit per BAC is a weighted average of all the Series.  Since
each
Series has invested as a limited partner in different Operating
Partnerships
the Credit per BAC will vary slightly from series to series.  For
more
detailed information refer to Item 7 Management's Discussion and
Analysis of
Financial Condition and Results of Operations.

                                    26

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

Liquidity
- ---------
  The Fund's primary source of funds is the proceeds of its
Public Offering.
Other sources of liquidity will include (i) interest earned on
capital
contributions held pending investment or on working capital
reserves and (ii)
cash distributions from operations of the Operating Partnerships
in which the
Fund has and will invest.  All sources of liquidity are available
to meet the
obligations of the Fund.  The Fund does not anticipate
significant cash
distributions in the long or short term from operations of the
Operating
Partnerships.

  The Fund is currently accruing the annual fund management fee
to enable each
series to meet current and future third party obligations.  Fund
management
fees accrued during the year ended March 31, 1998 were
$2,123,686, and total
fund management fees accrued as of March 31, 1998 were
$8,503,618.  Pursuant
to the Partnership Agreement, such liabilities will be deferred
until the Fund
receives sale or refinancing proceeds from Operating
Partnerships, and at that
time proceeds from such sales or refinancing would be used to
satisfy such
liabilities.

  The Fund invests in short-term tax-exempt municipal bonds to
decrease
the amount of taxable interest income that flows through to its
investors.
The Fund anticipates that the investments it purchases will be
available for sale.  Many of the investments sold during the
years ended March 31,
1996, 1997 and 1998 were yielding coupon rates higher than market
rates.  A
premature sale of these investments may have resulted in realized
losses,
but when combined with the higher coupon yields the resulting
actual yields
were consistent with market rates.  In selecting investments to
purchase and
sell the general partner and it's advisors stringently monitor
the ratings
of the investments and safety of principal.

Capital Resources
- -----------------
  The Fund offered BACs in a Public Offering declared effective
by the
Securities and Exchange Commission on January 24, 1992.  The Fund
received
and accepted subscriptions for $219,961,020 representing
21,996,102 BACs
from investors admitted as BAC Holders in Series 15 through 19 of
the Fund.
The Fund issued the last BACs in Series 19 on December 17, 1993.
This
concluded the Public Offering of the Fund.

  (Series 15).  The Fund commenced offering BACs in Series 15 on
January
24, 1992.  The Fund received and accepted subscriptions for
$38,705,000 representing 3,870,500 BACs from investors admitted
as BAC Holders in Series 15.  Offers and sales of BACs in Series
15 were completed and the last of BACs in Series 15 were issued
by the Fund on June 26, 1992.


                                    27

 During the fiscal year ended March 31, 1998, the Fund used
$145,068
of Series 15 net offering proceeds to pay additional installments
of its capital contributions to 3 Operating Partnerships.  As of
March 31,
1998 proceeds from the offer and sale of BACs in Series 15 had
been used
to invest in a total of 68 Operating Partnerships in an aggregate
amount of $29,390,546, and the Fund had completed payment of all
installments of its capital contributions to 65 of the 68
Operating
Partnerships.  Series 15 has $32,922 in capital contributions
that remain
to be paid to the other 3 Operating Partnerships.

  (Series 16).  The Fund commenced offering BACs in Series 16 on
July 10,
1992.  The Fund received and accepted subscriptions for
$54,293,000, representing 5,429,402 BACs in Series 16.  Offers
and sales of BACs in Series 16 were completed and the last of the
BACs in Series 16 were issued by the Fund on December 28, 1992.

  During the fiscal year ended March 31, 1998, the Fund used
$9,914
of Series 16 net offering proceeds to pay additional installments
of its capital contributions to 2 Operating Partnerships.  As
of March 31, 1998 the net proceeds from the offer and sale of
BACs in Series
16 had been used to invest in a total of 64 Operating
Partnerships in an
aggregate amount of $40,829,228, and the Fund had completed
payment of all
installments of its capital contributions to 57 of the 64
Operating
Partnerships.  Series 16 has $145,311 in capital contributions
that remain
to be paid to the other 7 Operating Partnerships.

  (Series 17).  The Fund commenced offering BACs in Series 17 on
January
24, 1993.  The Fund received and accepted subscriptions for
$50,000,000 representing 5,000,000 BACs from investors admitted
as BAC Holders in Series 17.  Offers and sales of BACs in Series
17 were completed and the last of the BACs in Series 17 were
issued on June 17, 1993.

  During the fiscal year ended March 31, 1998, the Fund used
$93,935
of Series 17 net offering proceeds to pay additional installments
of its
capital contributions to 3 Operating Partnerships.  As of March
31, 1998
proceeds from the offer and sale of BACs in Series 17 had been
used to
invest in a total of 49 Operating Partnerships in an aggregate
amount of
$37,223,407, and the Fund had completed payments of all
installments of its
capital contributions to 41 of the 49 Operating Partnerships.
Series 17 has
$1,367,195 in capital contributions that remain to be paid to the
other
8 Operating Partnerships.

  (Series 18).  The Fund commenced offering BACs in Series 18 on
June 17,
1993.  The Fund received and accepted subscriptions for
$36,162,000 representing 3,616,200 BACs from investors admitted
as BAC Holders in Series 18.  Offers and sales of BACs in Series
18 were completed and the last of the BACs in Series 18 were
issued on September 22, 1993.



                                    28

  During the fiscal year ended March 31, 1998, the Fund used
$38,320
of Series 18 net offering proceeds to pay additional installments
of its capital contributions to 1 Operating Partnership.  As of
March
31, 1998 proceeds from the offer and sale of BACs in Series 18
had been
used to invest in a total of 34 Operating Partnerships in an
aggregate
amount of $26,652,205, and the Fund had completed payments of all
installments of its capital contributions to 30 of the 34
Operating
Partnerships.  Series 18 has $717,635 in capital contributions
that remain
to be paid to the other 4 Operating Partnerships.

  (Series 19).  The Fund commenced offering BACs in Series 19 on
October 8,
1993.  The Fund received and accepted subscriptions for
$40,800,000 representing 4,080,000 BACs from investors admitted
as BAC Holders in Series 19.  Offers and sales of BACs in Series
19 were completed and the last of the BACs in Series 19 were
issued on December 17, 1993.

  During the fiscal year ended March 31, 1998, the Fund used
$147,623
of Series 19 net offering proceeds to pay initial installments of
its
capital contributions to 4 Operating Partnerships.  As of March
31, 1998
proceeds from the offer and sale of BACs in Series 19 had been
used to
invest in a total of 26 Operating Partnerships in an aggregate
amount of
$30,164,485, and the Fund had completed payments of all
installments of its
capital contributions to 23 of the 26 Operating Partnerships.
Series 19 has
$463,000 in capital contributions that remain to be paid to the
other 3
Operating Partnerships.

Results of Operations
- ---------------------
  The Fund incurred an annual fund management fee to the General
Partner and/or its affiliates in an amount equal to 0.5% of the
aggregate cost of the
Apartment Complexes owned by the Operating Partnerships, less the
amount of
certain partnership management and reporting fees paid or payable
by the
Operating Partnerships.  The  annual fund management fee incurred
for the
fiscal years ended March 31, 1998 and 1997 was $2,092,597 and
$2,253,062,
respectively.  The amount is anticipated to continue to decrease
in subsequent
fiscal years as additional Operating Partnerships begin to pay
their annual
partnership management and reporting fees to the fund.

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

  (Series 15).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 100%.  The series had a total of 68
properties at March 31, 1998, all of which were at 100% qualified
occupancy.



                                    29

  For the tax years ended December 31, 1997 and 1996, the series,
in total,
generated $3,152,374 and $3,647,435, respectively, in passive
income tax
losses that were passed through to the investors and also
provided $1.47 per year for 1997 and 1996 in tax credits per BAC
to the investors.

  As of March 31, 1998 and 1997 the Investments in Operating
Partnerships
for Series 15 was $16,246,406, and $18,675,081 respectively.
Investments in
Operating Partnerships was affected by the way the Fund accounts
for its
investments, the equity method.  By using the equity method the
Fund adjusts
its investment cost for its share of each Operating Partnership's
results of
operations and for any distributions received or accrued.

  For the years ended December 31, 1997 and 1996 the Operating
Partnerships reflected a net income of $732,970 and $468,378,
respectively, when adjusted for depreciation which is a non-cash
item.

  California Investors VII Limited Partnership (Summit Ridge
Apartments) continues to operate at a deficit due to high
operating expenses and a competitive rental market. The Operating
Partnership closed on a debt refinancing in the fourth quarter of
1996 which had a material affect on debt service in 1997.    The
reduction in debt service, slowly improving occupancy and
management's efforts to control operating expenses should permit
the property to positively cash flow in 1998.

  During the first quarter of 1998 occupancy for Hidden Cove
began to drop slightly and accounts receivable from tenants
started to rise.  A resulting site visit to the property revealed
poor maintenance upkeep by the management company.  As a result,
the general partner is in the process of hiring a new management
company.

  The Operating General Partner of School Street Limited
Partnership I (School Street Apartments Phase I) pledged his
general partnership interest in the Operating Partnership as
collateral for another loan.  As this was a violation of the
terms of the partnership agreement, the Operating General Partner
was removed and replaced during 1997. In the transition,
occupancies suffered and as a result, a leasing agent has been
hired by the new Operating General Partner to rent the vacant
units.  It is anticipated that all units will be fully leased by
the end of the third quarter.  In addition the general partner
hired a new managing agent in the second quarter of 1998, and
will be filing refinancing applications with the lender by year
end to further improve operations.

  (Series 16).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the series was 99.9% and 99.0%, respectively.  The
series had a
total of 64 properties at March 31, 1998.  Out of the total, 63
were at 100%
qualified occupancy.

  For the tax years ended December 31, 1997 and 1996, the series,
in total,
generated $3,554,840 and $4,236,913, respectively, in passive
income tax
losses that were passed through to the investors and also
provided $1.40 and
$1.41 respectively, in tax credits per BAC to the investors.

                                      30

As of March 31, 1998 and 1997 the Investments in Operating
Partnerships
for Series 16 was $30,777,843 and $33,987,844, respectively.
Investments in Operating Partnerships was affected by the way the
Fund accounts for such investments, the equity method. By using
the equity method the Fund adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

  For the years ended December 31, 1997 and 1996 the Operating
Partnerships reflected a net income of $1,510,441 and $1,866,459,
respectively, when adjusted for depreciation which is a non-cash
item.

  The Operating General Partner of Mariner's Pointe Limited
Partnership I and Mariner's Pointe Limited Partnership II
(Mariner's Pointe Apartment and Mariners's Pointe Apartments II)
pledged his general partner interest to an unaffiliated lending
institution in violation of the partnership agreement. As this
was a violation of the terms of the partnership agreement, the
Operating General Partner and management agent were removed and
replaced during 1997. The property operated with deficits during
1997 due to vacancies, uncollected rents and high operating
expenses.  The new management company has been focusing on
reducing the property's operating expenses and reducing
vacancies. As a result the property is operating above break-even
in the second quarter of 1998 and average occupancy is at 99%.
In addition the general partner will be filing refinancing
applications with the lender by year-end to further improve
operations.

  (Series 17).  As of March 31, 1998 and 1997, the average
Qualified
Occupancy for the Series was 99.7%.  The series had a total of 49
properties at March 31, 1998.  Out of the total 48 were at 100%
qualified occupancy.

  For the tax years ended December 31, 1997 and 1996, the series,
in total,
generated $4,130,583 and $4,183,368, respectively, in passive
income tax
losses that were passed through to the investors and also
provided $1.40 for each year in tax credits per BAC to the
investors.

     As of March 31, 1998 and 1997 the Investments in Operating
Partnerships
for Series 17 was $27,762,778 and $30,804,793, respectively.
Investments in Operating Partnerships was affected by the way the
Fund accounts for such investments, the equity method.  By using
the equity method the Fund adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

  For the years ended December 31, 1997 and 1996 the Operating
Partnerships reflected a net loss of $1,392,098 and $183,610,
respectively, when adjusted for depreciation which is a non-cash
item.  The current year loss resulted from the operations of an
Operating Partnership in which Series 17 only holds a 5.9%
interest.  Series 17's allocation of the total loss adjusted for
its portion of depreciation results in positive operations for
1997.
                                     31

  Annadale Housing Partners (Annadale Apartments) has reported
net losses due to operational issues associated with the
property.  Although occupancy has stabilized, economic factors
relevant to the marketplace prevent the necessary rental income
to be generated to cover the operational expenses.  Occupancy is
at 93% as of March 31, 1998.

  California Investors VII Limited Partnership (Summit Ridge
Apartments) continues to operate at a deficit due to high
operating expenses and a competitive rental market. The Operating
Partnership closed on a debt refinancing in the fourth quarter of
1996 which had a material affect on debt service in 1997.    The
reduction in debt service, slowly improving occupancy and
management's efforts to control operating expenses should permit
the property to positively cash flow in 1998.

  The property owned by California Investors VI L.P. (Orchard
Park) continues to suffer from physical occupancy issues.
Occupancy at March 31, 1998 was at 86%.  The occupancy problem
appears to be related to the marketplace, but the management
agent has replaced the site manager in hopes that changes in
personnel will stimulate new interest in the property.
Management continues to be aggressive with marketing the property
and conducting active outreach.  The curb appeal of the property
has improved with the capital repairs completed to the property
in 1997.

  (Series 18).  As of March 31, 1998 and 1997, the average
Qualified Occupancy for the series was 100% and 99.9%,
respectively.  The series had a total of 34 properties at March
31, 1998 all of which were at 100% qualified occupancy.

  For the tax years ended December 31, 1997 and 1996, the series,
in total,
generated $2,880,821 and $3,122,862, respectively, in passive
income tax
losses that were passed through to the investors and also
provided $1.33 per  year for 1997 and 1996 in tax credits per BAC
to the investors.

  As of March 31, 1998 and 1997, the Investments in Operating
Partnerships for
Series 18 was $20,921,603 and $23,513,680, respectively.
Investments in
Operating Partnerships was affected by the way the Fund accounts
for such
investments, the equity method.  By using the equity method the
Fund adjusts
its investment cost for its share of each Operating Partnership's
results of
operations and for any distributions received or accrued.

  For the years ended December 31, 1997 and 1996 the Operating
Partnerships reflected a net income of $86,263 and $168,510,
respectively, when adjusted for depreciation which is a non-cash
item.

  In August 1996 the General Partner was notified that Virginia
Avenue Affordable Limited Partnership (Kristine Apartments) was
named as defendant in a land encroachment complaint.  Initial
efforts to settle the complaint were unsuccessful, but recently
the parties reached a tentative settlement agreement by which the
operating partnership would receive an appropriate quit claim
deed and other title related documents confirming the
partnership's interest in the disputed property.

                                  32

  (Series 19).  As of March 31, 1998 and 1997, the average
Qualified Occupancy for the series was 100%.  The series had a
total of 26 properties at March 31, 1998, all of which were at
100% qualified occupancy.

  For the tax year ended December 31, 1997 and 1996, the series,
in total,
generated $2,288,770 and $3,660,628, respectively, in passive
income tax losses that were passed through to the investors and
also provided $1.33 and $1.24, respectively, in tax credits per
BAC to the investors.

 As of March 31, 1998 and 1997 the Investments in Operating
Partnerships
for Series 19 was $25,323,640 and $27,405,515, respectively.
Investments in Operating Partnerships was affected by the way the
Fund accounts for such investments, the equity method.  By using
the equity method the Fund adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

  For the years ended December 31, 1997 and 1996 the Operating
Partnerships reflected a net income of $574,999 and $69,927,
respectively, when adjusted for depreciation which is a non-cash
item.  The main reason for the improved operations was an
increase in rental income due to higher occupancies in 1997.

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

  On March 31, 1997, the fund adopted Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share" and
SFAS No. 129, "Disclosure of Information about Capital
Structure." SFAS No. 128 provides accounting and reporting
standards for the amount of earnings per share.  SFAS No. 129
requires the disclosure in summary form within the financial
statements of pertinent rights and privileges of the various
securities outstanding.  The implementation of these standards
has not materially affected the partnership's financial
statements.

  In June 1997, the Financial Accounting Standards Board issued
SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." In February 1998, the Financial Accounting
Standards Board issued SFAS No. 132, "Employees' Disclosures
about Pensions and Other Post-retirement Benefits." SFAS No. 130
is effective for years beginning after December 15, 1997.  SFAS
No. 131 and No. 132 are effective for years beginning after
December 31, 1997 and early adoption is encouraged.

  The fund does not have any items of other comprehensive income,
does not have other segments of its business or when to report,
and does not have any pensions or other post-retirement benefits.
Consequently, these pronouncements are expected to have no effect
on the fund's financial statements.



                                    33

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

Item 8.    Financial Statements and Supplementary Data

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

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

           None.






















                                    34

                                    PART III
                                    --------
Item 10.   Directors and Executive Officers of the Fund
  (a), (b), (c), (d) and (e)

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

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

  John P. Manning, age 50, is co-founder, President and Chief
Executive Officer of Boston Capital Partners, Inc., where he is
responsible for strategic planning, business development and
corporate investor relations.   In addition to his
responsibilities at Boston Capital, Mr. Manning is a proactive
leader in the industry.  He served in 1990 as a member of the
Mitchell-Danforth Task Force, to review and reform the Low Income
Housing Tax Credit.  He was the founding President of the
Affordable Housing Tax Credit Coalition, is a member of the board
of the National Leased Housing Association and sits on the
Advisory Board of the publication Housing and Development
Reporter.  During the 1980s he served as a member of the
Massachusetts Housing Policy Committee, as an appointee of  the
Governor of Massachusetts.  In addition, Mr. Manning has
testified before the U.S. House Ways and Means Committee and the
U.S. Senate Finance Committee, on the critical role of the
private sector in the success of the Low Income Housing Tax
Credit Program.
In 1996, President Clinton appointed him to the President's
Advisory Committee

                                     35


on the Arts at the John F. Kennedy Center for the Performing
Arts.  Mr. Manning also is a leader in the civic community,
serving on the Boards of
Youthbuild Boston and the Pine Street Inn.  Mr. Manning is a
graduate of Boston College.

   Richard  J.  DeAgazio, age 53, is Executive Vice President  of
Boston Capital Partners, Inc., and is President of Boston Capital
Services,  Inc.   Mr. DeAgazio serves on the  national  Board  of
Governors  of  the  National Association  of  Securities  Dealers
(NASD),  was  the  Vice  Chairman  of  the  NASD's  District   11
Committee,  and  serves on the NASD's national  Business  Conduct
Committee,   the   State  Liaison  Committee   and   the   Direct
Participation  Program  Committee.  He  is  a  founder  and  past
President  of  the  National Real Estate Investment  Association,
past  President  of  the Real Estate Securities  and  Syndication
Institute  (Massachusetts Chapter) and the Real Estate Investment
Association.  Prior  to  joining  Boston  Capital  in  1981,  Mr.
DeAgazio  was  the  Senior Vice President  and  Director  of  the
Brokerage  Division  of  Dresdner  Securities  (USA),  Inc.,   an
international  investment  banking  firm  owned  by  four   major
European   banks,  and  was  a  Vice  President  of   Burgess   &
Leith/Advest.  He has been a member of the Boston Stock  Exchange
since  1967.  He is a leader in the community and serves  on  the
Business  Leaders  Council  of  the  Boston  Symphony,  Board  of
Advisors for the Ron Burton Training Village and is on the  Board
of  Corporators  of Northeastern University.  He  graduated  from
Northeastern University.

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

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

  (f)  Involvement in certain legal proceedings.

  None.

                                     36

 (g)  Promoters and control persons.

  None.

Item 11.   Executive Compensation

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

  The Fund has no officers or directors.  However, under the
terms of the
Amended and Restated Agreement and Certificate of Limited
Partnership of the
Fund, the Fund has paid or accrued obligations to the General
Partner and
its affiliates for the following fees during the 1998 fiscal
year:

  1.  An annual fund management fee based on .5 percent of the
aggregate
cost of all Apartment Complexes acquired by the Operating
Partnerships has
been accrued or paid to Boston Capital Asset Management Limited
Partnership (formerly Boston Capital Communications Limited
Partnership).  The annual fund management fee charged to
operations during the year ended March 31, 1998 was $2,092,597.

  2.  The Fund has reimbursed an affiliate of the General Partner
a total
of $146,996 for amounts charged to operations during the year
ended March
31, 1998.  The reimbursement includes, but may not be limited to
postage,
printing, travel, and overhead allocations.

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management

     (a)   Security ownership of certain beneficial owners.

           As of March 31, 1998, 21,996,102 BACs had been issued.
No person
           is known to own beneficially in excess of 5% of the
outstanding
           BACs in any of the series.

     (b)   Security ownership of management.

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

     (c)   Changes in control.

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





                                    37

Item 13.   Certain Relationships and Related Transactions

     (a)   Transactions with management and others.

           The Fund has no officers or directors.  However, under
the terms
           of the public offering, various kinds of compensation
and fees are
           payable to the General Partner and its Affiliates
during the
           organization and operation of the Fund. Additionally,
the General
           Partner will receive distributions from the
partnership if there
           is cash available for distribution or residual
proceeds as defined
           in the Fund Agreement.  The amounts and kinds of
compensation and
           fees are described on page 26 of the Prospectus, as
supplemented,
           under the caption "Compensation and Fees", which is
incorporated
           herein by reference.  See Note C of Notes to Financial
Statements
           in Item 14 of this Annual Report on Form 10-K for
amounts accrued
           or paid to the General Partner and its affiliates
during the
           period from April 1, 1995 through March 31, 1998.

     (b)   Certain business relationships.

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

     (c)   Indebtedness of management.

           None.

     (d)   Transactions with promoters.

           Not applicable.





















                                    38

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

     (a) 1 and 2.  Financial Statements and Financial Statement
                   Schedules

      Independent Auditors' Report

      Balance Sheets, March 31, 1998 and 1997

      Statements of Operations for the years ended March 31,
      1998, 1997 and 1996.

      Statements of Changes in Partners' Capital for the years
ended
      March 31, 1998, 1997, and 1996.

      Statements of Cash Flows for the years ended March 31,
1998,
      1997 and 1996.

      Notes to Financial Statements March 31, 1998, 1997 and 1996

      Schedule III - Real Estate and Accumulated Depreciation

      Notes to Schedule III

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

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

      Exhibit No. 3 - Organization Documents.

      a.   Certificate of Limited Partnership of Boston Capital
Tax Credit
           Fund III L.P.  (Incorporated by reference from Exhibit
3 to the
           Fund's Registration Statement No. 33-42999 on Form
S-11 as filed
           with the Securities and Exchange Commission on
September 26,
           1991.)

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

      a.   Agreement of Limited Partnership of Boston Capital Tax
Credit Fund
           III L.P.  (Incorporated by reference from Exhibit 4 to
the Fund's
           Registration Statement No. 33-42999 on Form S-11 as
filed with the
           Securities and Exchange Commission on September 26,
1991.)

                                    39

      Exhibit No. 10 - Material contracts.

      a.   Beneficial Assignee Certificate.  (Incorporated by
reference from
           Exhibit 10A to the Fund's Registration Statement No.
33-42999 on
           Form S-11 as filed with the Securities and Exchange
Commission on
           September 26, 1991.)

      Exhibit No. 28 - Additional exhibits.

      a.   Agreement of Limited Partnership of Branson Christian
County
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           April 4, 1994).

      b.   Agreement of Limited Partnership of Peachtree L.P.
(Incorporated
           by reference from Registrant's current report on Form
8-K as filed
           with the Securities and Exchange Commission on April
4, 1994).

      c.   Agreement of Limited Partnership of Cass Partners,
L.P.
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           April 7, 1994).

      d.   Agreement of Limited Partnership of Sable Chase of
McDonough L.P.
           (Incorporated by reference from Registrant's current
report on Form
           8-K as filed with the Securities and Exchange
Commission on April
           8, 1994).

      e.   Agreement of Limited Partnership of Ponderosa Meadows
Limited
           Partnership (Incorporated by reference from
Registrant's current
           report on Form 8-K as filed with the Securities and
Exchange
           Commission on April 12, 1994).

      f.   Agreement of Limited Partnership of Hackley-Barclay
LDHA
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           April 14, 1994).

      g.   Agreement of Limited Partnership of Sugarwood Park
(Incorporated
           by reference from Registrant's current report on Form
8-K as filed
           with the Securities and Exchange Commission on May 12,
1994).

      h.   Agreement of Limited Partnership of West End Manor of
Union
           Limited Partnership (Incorporated by reference from
Registrant's
           current report on Form 8-K as filed with the
Securities and
           Exchange Commission on May 29, 1994).

      i.   Agreement of Limited Partnership of Vista Loma
(Incorporated by
           reference from Registrant's current report on Form 8-K
as filed
           with the Securities and Exchange Commission on May 31,
1994).


                                    40

      j.   Agreement of Limited Partnership of Palmetto
Properties
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           June 16, 1994).

      k.   Agreement of Limited Partnership of Jefferson Square
(Incorporated
           by reference from Registrant's current report on Form
8-K as filed
           with the Securities and Exchange Commission on June
27, 1994).

      l.   Agreement of Limited Partnership of Holts Summit
Square
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           June 27, 1994).

      m.   Agreement of Limited Partnership of Harris Housing
(Incorporated
           by reference from Registrant's current report on Form
8-K as filed
           with the Securities and Exchange Commission on July 8,
1994).

      n.   Agreement of Limited Partnership of Branson Christian
County II
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           September 1, 1994).

      o.   Agreement of Limited Partnership of Chelsea Square
(Incorporated
           by reference from Registrant's current report on Form
8-K as filed
           with the Securities and Exchange Commission on
September 12,
           1994).

      p.   Agreement of Limited Partnership of Palatine Limited
Partnership
           (Incorporated by reference from Registrant's current
report on Form
           8-K as filed with the Securities and Exchange
Commission on
           September 21, 1994).

      q.   Agreement of Limited Partnership of Mansura Villa II
Limited
           Partnership (Incorporated by reference from
Registrant's current
           report on Form 8-K as filed with the Securities and
Exchange
           Commission on October 19, 1994).

      r.   Agreement of Limited Partnership of Haynes House
Associates II
           Limited Partnership (Incorporated by reference from
Registrant's
           current report on Form 8-K as filed with the
Securities and
           Exchange Commission on October 25, 1994).

      s.   Agreement of Limited Partnership of Skowhegan Limited
Partnership
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           October 28, 1994).

      t.   Agreement of Limited Partnership of Mt. Vernon
Associates, L.P.
           (Incorporated by reference from Registrant's current
report on
           F rm 8-K as filed with the Securities and Exchange
Commission on
           November 19, 1994).
                                    41

      u.   Agreement of Limited Partnership of Clinton Estates,
L.P.
           (Incorporated by reference from Registrant's current
report on
           Form 8-K as filed with the Securities and Exchange
Commission on
           February 1, 1995.)

        (b)  Reports on Form 8-K
           -------------------
  Report on Form 8-K dated April 4, 1994, concerning the
Partnership's
investment in Branson Christian County, L.P. filed with the
commission on
April 4, 1994.

  Report on Form 8-K dated April 4, 1994, concerning the
Partnership's
investment in Peachtree Limited Partnership filed with the
commission on
April 4, 1994.

  Report on Form 8-K dated April 7, 1994, concerning the
Partnership's
investment in Cass Partners, L.P. filed with the commission on
April 7,
1994.

  Report on Form 8-K dated April 8, 1994, concerning the
Partnership's
investment in Sable Chase of McDonough L.P. filed with the
commission on
April 8, 1994.

  Report on Form 8-K dated April 12, 1994, concerning the
Partnership's
investment in Ponderosa Meadows Limited Partnership filed with
the
commission on April 12, 1994.

  Report on Form 8-K dated April 14, 1994, concerning the
Partnership's
investment in Hackley-Barclay Limited Partnership filed with the
commission
on April 14, 1994.

  Report on Form 8-K dated May 12, 1994, concerning the
Partnership's
investment in Sugarwood Park Limited Partnership filed with the
commission
on May 12, 1994.

  Report on Form 8-K dated May 29, 1994, concerning the
Partnership's
investment in West End Manor of Union Limited Partnership filed
with the
commission on May 29, 1994.

  Report on Form 8-K dated May 31, 1994, concerning the
Partnership's
investment in Vista Loma Limited Partnership filed with the
commission on
May 31, 1994.

  Report on Form 8-K dated June 16, 1994, concerning the
Partnership's
investment in Palmetto Properties Limited Partnership filed with
the
commission on June 16, 1994.

  Report on Form 8-K dated June 27, 1994, concerning the
Partnership's
investment in Jefferson Square Limited Partnership filed with the
commission
on June 27, 1994.


                                    42

 Report on Form 8-K dated June 27, 1994, concerning the
Partnership's
investment in Holts Summit Square Limited Partnership filed with
the
commission on June 27, 1994.

  Report on Form 8-K dated July 8, 1994, concerning the
Partnership's
investment in Harris Houisng Limited Partnership filed with the
commission
on June 27, 1994.

  Report on Form 8-K dated September 1, 1994, concerning the
Partnership's investment in Branson Christian County II Limited
Partnership
filed with the commission on September 1, 1994.

  Report on Form 8-K dated September 12, 1994, concerning the
Partnership's investment in Chelsea Square Limited Partnership
filed with
the commission on September 12, 1994.

  Report on Form 8-K dated September 21, 1994, concerning the
Partnership's investment in Palatine Limited Partnership filed
with the
commission on September 21, 1994.

  Report on Form 8-K dated October 19, 1994, concerning the
Partnership's
investment in Mansura Villa II Partnership filed with the
commission on
October 19, 1994.

  Report on Form 8-K dated October 25, 1994, concerning the
Partnership's
investment in Haynes House Associates II Limited Partnership
filed with the
commission on October 25, 1994.

  Report on Form 8-K dated October 28, 1994, concerning the
Partnership's
investment in Skowhegan Limited Partnership filed with the
commission on
October 28, 1994.

  Report on Form 8-K dated November 19, 1994, concerning the
Partnership's investment in Mt. Vernon Associates, L.P. filed
with the
commission on November 19, 1994.

  Report on Form 8-K dated November 19, 1994, concerning the
Partnership's investment in Clinton Estates, L.P. filed with the
commission
on January 12, 1995.

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

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

      (e)  Independent Auditors' Reports for Operating
Partnerships.

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

                                    43

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

                          Boston Capital Tax Credit Fund III L.P.


                              By:  Boston Capital Associates III
L.P.
                                   General Partner

                              By:  Boston Capital Associates



Date:  July 14, 1998          By:  /s/ John P. Manning
                                   -------------------
                                   John P. Manning



                              By:  /s/ Herbert F. Collins
                                   -----------------------
                                  Herbert F. Collins

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

DATE:                       SIGNATURE:
TITLE:

                                                       General
Partner and
July 14, 1998       /s/ John P. Manning                Principal
Executive
                    -------------------                Officer,
Principal
                                                       Financial
Officer and
                                                       Principal
Accounting
                                                       Officer of
Boston
                                                       Capital
Associates


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

                                    44
<PAGE>
                      FINANCIAL STATEMENTS AND
                    INDEPENDENT AUDITORS' REPORT

              BOSTON CAPITAL TAX CREDIT FUND III L.P. -
                    SERIES 15 THROUGH SERIES 19

                      MARCH 31, 1998 AND 1997
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                       TABLE OF CONTENTS

                                                                PAGE

INDEPENDENT AUDITORS' REPORT                                     F-3

FINANCIAL STATEMENTS

         BALANCE SHEETS                                          F-5

         STATEMENTS OF OPERATIONS                               F-11

         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL             F-17

         STATEMENTS OF CASH FLOWS                               F-23

         NOTES TO FINANCIAL STATEMENTS                          F-35

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION         F-72

         NOTES TO SCHEDULE III

Schedules not listed are omitted because of the absence of the
conditions under which they are required or the information is
included in the financial statements or the notes thereto.
<PAGE>
                     Reznick Fedder & Silverman
     Certified Public Accountants * A Professional Corporation

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

                    INDEPENDENT AUDITORS' REPORT

To the Partners
Boston Capital Tax Credit Fund III L.P.

         We have  audited the accompanying balance sheets of Boston
Capital  Tax  Credit  Fund III L.P. Series 15 through Series 19, in
total  and  for  each series, as of March 31, 1998 and 1997 and the
related  statements of operations, changes in partners' capital and
cash flows for the total partnership and for each of the series for
each of the three years ended March 31, 1998, 1997 and 1996.  These
financial  statements  are  the responsibility of the partnership's
management.    Our responsibility is to express an opinion on these
financial  statements  based  on  our audits.  We did not audit the
financial  statements  of certain operating limited partnerships in
which  Boston  Capital  Tax  Credit  Fund  III  L.P. owns a limited
partnership  interest.    Investments in such partnerships comprise
the  following  percentages: Total, 34% and 29% of the assets as of
March  31,  1998  and  1997  and 26%, 26% and  26% of the operating
limited  partnership  loss for years ended March 31, 1998, 1997 and
1996,  respectively;  of  the  assets for Series 15 as of March 31,
1998  and 1997, 21% and 23%, respectively, of the operating limited
partnership  loss for Series 15 for the years ended March 31, 1998,
1997  and  1996,  32%, 28% and 29%, respectively; of the assets for
Series 16 as of March 31, 1998 and 1997, 20% and 28%, respectively,
of  the  limited partnership loss for Series 16 for the years ended
March  31,  1998, 1997 and 1996, 15%, 27% and 28%, respectively; of
the  assets  for  Series  17 as of March 31, 1998 and 1997, 36% and
29%,  of  the  limited partnership loss for Series 17 for the years
ended   March  31,   1998,   1997  and  1996,  28%,  22%  and  23%,
respectively;  of the assets for Series 18 as of March 31, 1998 and
1997, 31% and 24% and of the operating limited partnership loss for
Series  18  for the years ended March 31, 1998, 1997 and 1996, 21%,
22%  and  19%,  respectively; and of the assets for Series 19 as of
March  31,  1998,  1997  and 1996, 42% and 28% and of the operating
limited  partnership  loss  for Series 19 for the years ended March
31,  1998,  1997  and  1996,  37%,  30% and 22%, respectively.  The
financial  statements  of  these partnerships were audited by other
auditors, whose reports have been furnished to us, and our opinion,
insofar   as   it  relates   to   information   relating  to  these
partnerships, is based solely on the reports of the other auditors.

         We conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards require that we plan
and  perform the audit to obtain reasonable assurance about 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 and
the  reports  of  the other auditors provide a reasonable basis for
our opinion.

                              F-3
<PAGE>
        In  our opinion, based on our audits and the reports of the
other  auditors, the financial statements referred to above present
fairly,  in all material respects, the financial position of Boston
Capital  Tax  Credit  Fund III L.P. Series 15 through Series 19, in
total  and  for  each series, as of March 31, 1998 and 1997 and the
results  of  its  operations  and  its  cash  flows  for  the total
partnership  and for each of the series for each of the three years
ended  March  31, 1998, 1997 and 1996, in conformity with generally
accepted accounting principles.

        We  and  other  auditors  have also audited the information
included  in  the  related  financial statement schedules listed in
Form  10-K, Item 14(a) of Boston Capital Tax Credit Fund III L.P. -
Series  15 through Series 19 as of March 31, 1998.  In our opinion,
the  schedules  present  fairly,  in  all  material  respects,  the
information  required  to  be set forth therein, in conformity with
generally accepted accounting principles.


Bethesda, Maryland
July 8, 1998

                              F-4

Torres Llompart, Sanchez Ruiz & Co.
Certified Public Accountants, and Business Consultants
(A Member of Kreston International)

Partners:
Luis J.Torres Llompart, CPA.
Frank Sanchez Ruiz, CPA, CMA, CIA

Members of:
Division for CPA Firms, American Institute of Certified Public
Accountants
Puerto Rico Society of Certified Public Accountants
*Also admitted in State of Florida

Partners
April Gardens Apartments III Limited Partnership
San Juan, Puerto Rico

INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS

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

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States, and the US Department of Agriculture,
Farmers Home Administration Audit Program Handbook, issued in December
1989.  Those standards and the audit program 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
statements 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 April
Gardens III Limited Partnership as of December 31, 1997 and 1996, and
the results of its operations, changes in partners' equity and cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
a report dated February 13, 1998 on our consideration of the
Partnership's internal control structure and a report dated February
13, 1998 on its compliance with laws, regulations, contracts, loan
covenants and agreements.

P.O. Box 193488, San Juan, Puerto Rico 00919-3488
Tel. ( 787) 758-4620  Fax (787) 767-4709



Partners
April Gardens Apartments III Limited Partnership
San Juan, Puerto Rico


INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS
(CONTINUED)


Our audits were made for the purpose of forming an opinion on the
basic financial statements for the years ended December 31, 1997 and
1996, taken as a whole.  The accompanying schedules of administrative,
utilities, maintenance, taxes, insurance and interest expenses are
presented for 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 for the years ended December 31, 1997 and 1996,
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements for the years ended
December 31, 1997 and 1996, taken as a whole.



February 13, 1998

License No. 169

San Juan.  Puerto Rico



Stamp number 1462245 was affixed
to the original of this report.


Torres Llompard, Sanchez Ruiz & Co.
Certified Pubic Accountants, and Business Consultants.
Witt, Mares & Company, PLC
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Autunmwood Limited Partnership

We have audited the accompanying balance sheets of Autunmwood Limited
Partnership (a Virginia Limited Partnership), as of December 31, 1997
and 1996, and the related statements of operations, partners' equity
and cash flows for the years then ended.  These financial statements
are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.  The financial statements as of December 31,
1996, were audited by Graham Carter & Jennings, PLC, who merged with
Witt, Mares & Company, PLC as of December 1, 1997, whose report dated
February 3, 1997 expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued
our report dated February 12, 1998 on our consideration of Autunmwood
Limited Partnership's internal control over financial reporting and
our tests of its compliance with certain provisions of laws,
regulations, contracts and grants.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 17 and 18 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the 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 take as a whole.



Newport News, Virginia
February 12, 1998

LITTLE, SHANEYFELT, MARSHALL & CO.
CERTIFIED PUBLIC ACCOUNTANTS
PROSPECT BUILDING
1501 N. UNIVERSITY, SUITE 300
LITTLE ROCK, ARKANSAS 72207-5232

MARION W. LITTLE, CPAJEFF SHANEYFELT, CPACHARLES A MARSHALL, JR.,
CPALARRY A. CAMPBELL, CPA
STEPHANIE A. ROMINE, CPA
PEGGY L. WILSON
JESSIE G. WILLIAMS
STEVEN D. LITTLE
INDEPENDENT AUDITOR'S REPORTTo the Partners
Beckwood Manor Eight Limited PartnershipWe have audited the
accompanying balance sheets of Beckwood Manor Eight Limited
Partnership, RD Project No. 03-009-0710677267 (the Partnership), as of
December 11, 1997 and 1996, and the related statements of profit
(loss), changes in partners, equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Beckwood
Manor Eight Limited Partnership as of December 31, 1997 and 1996, and
its results of operations, changes in partners' equity (deficit), and
cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated March 17, 1998 on our consideration of the
Partnership's internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations,
contracts and grants.

Little, Shaneyfelt, Marshall & Co.
March 17, 1998
DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants


INDEPENDENT ACCOUNTANTS'REPORT

To the Partners

Buena Vista Apartments, Phase II, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Buena Vista
Apartments, Phase 11, A Limited Partnership (A South Carolina Limited
Partnership), as of December 31, 1997 and 1996 and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These. financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

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


January 26, 1998


4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 -
Telephone 803-790-002,0 - Fax 803-790-0011


DANIEL G. DRANE
CERTIFEED PUBLIC ACCOUNTANT
209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143

Telephone (502)756-5704
FAX (502)756-5927
e-mail [email protected]

INDEPENDENT AUDITORS REPORT

To the Partners
Edgewood Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Edgewood Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-050-
0611179040, as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital, and cash flows for the
years then ended.
These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits, as of and for the years ended December 3 1,
1997 and 1996, in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

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

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on pages 13 and 14 is presented for purposes of additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in my opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


Daniel G. Drane
Certified Public Accountant

March 10, 1998

THOMAS, JUDY & TUCKER, P.A. Certified Public Accountants

Clifton W, Thomas,             16 East Rowan Street, Suite, 100
Chris P. Judy                       Raleigh, NC 27609
David W. Tucker,                      (919) 57 1-7055
David A. Johnson                   FAX (919) 571-7089

INDEPENDENT AUDITORS'REPORT

To the Partners
Graham Housing Associates Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Graham Housing
Associates Limited Partnership, as of December 31, 1997 and 1996 and
the related statements of operations and changes in partners' equity,
and cash flows for the years then ended.  These financial statements
are the responsibility of the 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 Graham
Housing Associates Limited Partnership as of December 31, 1997 and
1996, and the results of its operations and the changes in partners'
equity and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 9, 1998 on our consideration of Graham Housing
Limited Partnership's internal control structure, compliance with
specific requirements applicable to Major HOME Programs and compliance
with specific requirements applicable to Affirmative Fair Housing and
Non-Discrimination.

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole.  The supporting data included
in the report is presented for the purposes of additional analysis and
is not a required part of the financial statements of Graham Housing
Associates Limited Partnership.  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.


February 9, 1998

DURANT, SCHRAIBMAN & LINDSAY

Certified Public Accountants


INDEPENDENT ACCOUNTANTS'REPORT



To the Partners
Laurelwood Apartments, Phase 11, A Limited Partnership
Columbia, South Carolina


We have audited the accompanying balance sheets of Laurelwood
Apartments, Phase 11, A Limited Partnership (A South Carolina Limited
Partnership), as of December 31, 1997 and 1996 and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.


We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing issued 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 Laurelwood
Apartments, Phase 11, A Limited Partnership, as of December 3 1, 1997
and 1996, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting
principles.



January 29, 1998




4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 -
Telephone 803-790-0020 - Fax 803-790-0011





DANIEL G. DRANE
CERTIFIED PUBLIC ACCOUNTANT

209 East Third Street - P.0. Box 577
Hardinsburg, Kentucky 40143
Telephone (502)756-5704
FAX (502)756-5927
e-mail [email protected]

INDEPENDENT AUDITORS REPORT


To the Partners
Lilac Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Lilac Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-043-
611158011, as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital, and cash flows for the
years then ended.  These financial statements are the responsibility
of the partnership's management.  My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audits, as of and for the years ended December 3 1,
1997 and 1996, in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lilac
Properties, Limited, as of December 31, 1997 and 1996, and the results
of its operations, the changes in its partners' capital and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on pages 13 and 14 is presented for purposes of additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in my opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

Daniel G. Drane
Certified Public Accountant
March 10, 1998
Hawkins, Ash, Baptie & Company, LLP
Certified Public Accountants * Management Consultants


INDEPENDENT AUDITORS'REPORT

To the Partners
Madison Partners Limited Partnership



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

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

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

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


La Crosse, Wisconsin
February 2, 1998



- - 2 -





LITTLLE, SHANEYFELT, MARSHALLL & Co.
CERTIFIED PUBLIC ACCOUNTANTS
PROSPECT BUILDING
1501 N. UNIVERSITY, SUITE 300
LITTLE ROCK, ARKANSAS 72207-5232



INDEPENDENT AUDITOR'S REPORT



To the Partners
P.D.C. Fifty Five Limited Partnership

BENTON, ARKANSAS OFFICE
210 W.SEVIER STREET
BENTON, ARKANSAS 72015,
TELEPHONE 501-378-7746


We have audited the accompanying balance sheets of P.D.C. Fifty Five
Limited Partnership, RD Project No. 03-052-710665737 (the
Partnership), as of December 31, 1997 and 1996, and the related
statements of profit (loss), changes in partners' equity (deficit) and
cash flows for the years then ended.  These financial statements are
the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of P.D.C.
Fifty Five Limited Partnership as of December 31, 1997 and 1996, and
its results of operations, changes in partners' equity (deficit), and
cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated March 18, 1998 on our consideration of the
Partnership's internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations,
contracts and grants.

Little, Shaneyfelt, Marshall & Co.

March 18, 1998

McGee & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditors' Report

To the Partners
Rio Mimbres II, Ltd.
and Rural Development

We have audited the accompanying balance sheets of Rio Mimbres II,
Ltd. (a limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
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 Rio
Mimbres II, Ltd. as of December 31, 1997 and 1996, and the results of
its operations and the changes in partners' equity and cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 14, 1998, on our consideration of Rio Mimbres
II, Ltd.'s internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts
and grants.

Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional
analysis and is not a required part of the financial statements of Rio
Mimbres II, Ltd.  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.

January 14, 1998
Farmington, New Mexico

Coopers
&Lybrand

Suby, Von Haden & Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants


INDEPENDENT AUDITOR'S REPORT


To the Partners
School Street Limited Partnership I
Madison, Wisconsin



We have audited the accompanying balance sheets of WHEDA Project No.
01 1/001 217 of School Street Limited Partnership I as of December 31,
1997 and 1996, and the related statements of loss, partners' equity
and cash flows for the years then ended.  These financial statements
are the responsibility of the project's management.  Our
responsibility is to express an opinion on these financial statements
based on our 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 School
Street Limited Partnership I as of December 31, 1997 and 1996, and the
results of its operations, changes in partners' equity and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

January 22, 1998
                      



- - 1 -

1221 John Q. Hammons Dr. - P.O.Box. 44966 - Madison, WI 53744-4966 -
(608) 831-8181 - FAX (608) 831-4243
MADISON - MILWAUKEE - ROCKFORD







DANIEL G. DRANE
CERTIFEED PUBLIC ACCOUNTANT
209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143

Telephone (502)756-5704
FAX (502)756-5927
e-mail [email protected]

INDEPENDENT AUDITORS REPORT

To the Partners
Taylor Mill Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Taylor NOI
Properties, Limited (a Kentucky limited partnership), RHS Project No.:
20-062-0611174245, as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of
the partnership's management. My
responsibility is to express an opinion on these financial statements
based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997
and 1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of
the United States.  Those standards require that I plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

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

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on pages 13 and 14 is presented for purposes of additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in my opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


Daniel G. Drane
Certified Public Accountant

March 10, 1998
Schoonover
Bover
Gettman & Associates

Certified Public Accountants - Financial Consultants,

INDEPENDENT AUDITORS'REPORT

The Partners
The Hearthside II Limited Dividend
Housing Association Limited Partnership


We have audited the accompanying balance sheets of The Hearthside II
Limited Dividend Housing Association Limited Partnership (a limited
partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on the 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 The
Hearthside R Limited Dividend Housing Association Limited Partnership
as of December 31, 1997 and 1996, and the results of its operations,
changes in partners' equity, and cash flows for the years then ended,
in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 16 and 17 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

Columbus, Ohio
January 23, 1998


FLOYD & COMPANY
Certified Public Accountant



132 Stephenson Avenuee, Suite 202
Post Office Box 14251
Savannah, Georgia 31406
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Timmons Village Limited Partnership

We have audited the accompanying balance sheets of Timmons Village
Limited Partnership (a Georgia Limited Partnership) as of December 31,
1997 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.

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 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 Timmons
Village Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1997 and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted
accounting principles.



Floyd & Company, CPA

February 28, 1998













PLANTE & Moran,LLP

Certified Public Accountant
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan- 48826-2500

FAX 517-332-8502
517-332-620

Independent Auditor's Report

To the Partners
University Meadows Limited Dividend
Housing Association Limited Partnership



We have audited the accompanying balance sheet of University Meadows
Limited Dividend Housing Association Limited Partnership (a Michigan
limited partnership) MSHDA Development No. 889, as of December 31,
1997 and 1996, and the related statements of profit and loss,
partners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of University
Meadows Limited Dividend Housing Association Limited Partnership as of
December 31, 1997 and 1996, and its profit and loss, partners' equity,
and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


In accordance with Government Auditing Standards, we have also issued
a report dated February 16, 1998, on our consideration of the
Partnership's internal controls and a report dated February 16, 1998,
on its compliance with laws and regulations.



February 16, 1998


Torres Llompart, Sanchez Ruiz & Co.
Certified Public Accountants, and Business Consultants
(A Member of Kreston International)

Partners:
Luis J.Torres Llompart, CPA.
Frank Sanchez Ruiz, CPA, CMA, CIA

Members of:
Division for CPA Firms, American Institute of Certified Public
Accountants
Puerto Rico Society of Certified Public Accountants
*Also admitted in State of Florida

Partners
Villa del Mar Limited Partnership
San Juan, Puerto Rico

INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS

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

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States, and the US Department of Agriculture,
Farmers Home Administration Audit Program Handbook, issued in December
1989.  Those standards and the audit program 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
statements 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 Villa del
Mar Limited Partnership as of December 31, 1997 and 1996, and the
results of its operations, changes in partners, equity and cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
a report dated February 16, 1998, on our consideration of the
Partnership's internal control structure and a report dated February
16, 1998, on its compliance with laws, regulations, contracts, loan
covenants and agreements.



P.O. Box 193488, San Juan, Puerto Rico 00919-3488
Tel. (787) 758-4620 - Fax (787) 767-4709
Partners
Villa del Mar Limited Partnership
San Juan, Puerto Rico



INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS
(CONTINUED)


Our audits were made for the purpose of forming an opinion on the
basic financial statements for the years ended December 31, 1997 and
1996, taken as a whole.  The accompanying schedules of administrative,
utilities, maintenance, taxes, insurance and interest expenses are
presented for 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 for the years ended December 31, 1997 and 1996,
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements for the years ended
December 31, 1997 and 1996, taken as a whole.



February, 16, 1998
License No.169
San Juan, Puerto Rico


Stamp number 1462234 was affixed
to the original of this report.


Ortiz Lopez & Co.

CPA Eulalio Ortiz Rodriguez, MSA
CPA Heriberto Lopez Recio

Calle Post 183 Sur Altos
P.O. Bo. 3944
Marina Station
Msyaguez, P. R. 00681
Telephones (787) 833-8236
833-8250
Fax: 833-8285



INDEPENDENT AUDITORS' REPORT


To the Partners
Virgen del Pozo Limited Partnership


We have audited the accompanying statements of financial position of
Virgen del Pozo Limited Partnership, (RRH - 515 Project No. 63-016-
660477485) as of December 31, 1997 and 1996, and the related
statements of operations, partners' deficit, and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express and
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 Virgen del
Pozo Limited Partnership as of December 31, 1997 and 1996, and the
results of its operations, changes in partners' deficit and cash flows
for the years then ended in conformity with generally accepted
accounting principles.






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



Certified Public Accountants

Mayaguez, Puerto Rico
February 1, 1998



FLOYD & COMPANY
Certified Public Accountant



132 Stephenson Avenuee, Suite 202
Post Office Box 14251
Savannah, Georgia 31406
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Whitewater Village Limited Partnership


We have audited the accompanying balance sheets of Whitewater Village
Limited Partnership (a Georgia Limited Partnership) as of December 31,
1997 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.

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 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 Whitewater
Village Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1997 and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted
accounting principles.



Floyd & Company, CPA



February 28, 1998



DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants


INDEPENDENT ACCOUNTANTS'REPORT

To the Partners
Canterfield Manor of Denmark, A Limited Partnership
Columbia, South Carolina


We have audited the accompanying balance sheets of Canterfield Manor
of Denmark, A Limited Partnership (A South Carolina Limited
Partnership), as of December 31, 1997 and 1996 and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

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


January 23, 1998


4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 -
Telephone 803-790-0020 - Fax 803-790-0011



DAVID P. PHILLIPS, P.C.
CERTIFIED PUBLIC ACCOUNTANT

6846 PACIFIC STREET
SUITE 100
OMAHA, NEBRASKA 68106
OFFICE (402) 558-2596
FAX (402) 558-2914

INDEPENDENT AUDITOR'S REPORT

To the Partners
Cass Partners Limited Partnership


I have audited the accompanying balance sheets of Cass Partners
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the responsibility
of the partnership's management.  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.  Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  I believe
that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cass
Partners Limited Partnership as of December 3 1, 1997 and 1996, and
the results of its operations, and changes in partners' equity
(deficit) and cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on page 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.

March 23, 1998



1-3


OSCAR N. HARRIS & ASSOCIATES, P.A.

Certified Public Accountants



OSCAR N. HARRIS, C.P.A.
S@IERRY S. JOHNSON, C.P.A.
KENNETfi E. MILTON, C.P.A.
CONNIE P. STANCIL, C.P.A.

MEMBERS:
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
NORTII CAROLINA ASSOCIATION OF CERTIFIED PUBLIC ACCOUN-FANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cumberland Woods Associates
of Middlesboro, KY, Ltd.
Charlotte, North Carolina

We have audited the balance sheets of Cumberland Woods Associates of
Middlesboro, KY, Ltd. as of December 31, 1997 and 1996, and the
related statements of partners, capital, income, and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cumberland
Woods Associates of Middlesboro, KY, Ltd. as of December 31, 1997 and
1996, and the results of its operations and its cash flows fcr the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
a report dated February 6, 1998 on our consideration of Cumberland
Woods Associates of Middlesboro, KY, Ltd.'s internal control structure
and a report dated February 6, 1998 on its compliance with laws and
regulations.



100 EAST CUMBERLAND STFEET, PO, BOX 578, DUNN, N.C. 28335 (910) 892-
1021 FAX (910) 892-6084
Cumberland Woods Associates
of Middlesboro, KY, Ltd.
Page Two


Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  Schedules 1, 2, 3, and 4
on pages 14, 15, 16, and 17 are presented for purposes of additional
analysis and are not a required part of the basic financial
statements.  Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


Certified Public Accountants

February 6, 1998
PHILLIPS, DORSEY, THOMAS, WATERS & BRAFFORD, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

Drawer 1359 - 349 Ruin Creek Rd. - Henderson, NC 27536
919/438-8154 - Wals 800/356-7674 - Fax 919/492-5066

Ronald S. Dorsey, CPA
H. Timothy Thomas, CPA
Susan R. Waters, CPA
Michael H. Brafford, CPA
Carleen P. Evans, CPA
Franklin L. Irvin, Jr, CPA
W. Haywood Philips, CPA


INDEPENDENT AUDITORS' REPORT

To the Partners
Deer Run Limited Partnership
Kittrell, North Carolina

We have audited the accompanying balance sheets of Deer Run Limited
Partnership as of December 3 1, 1997 and 1996, and the related
statements of operations, partners' equity (deficit) and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audit.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Deer Run
Limited Partnership as of December 31, 1997 and 1996, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on page 15 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

January 20, 1998
CERTIFIED PUBLIC ACCOUNTANTS

Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
Members of American Institute of Certified Public Accountants -
Georgia  Society of Certified Public Accountants
Robert A. Goddard, Jr., CPA (1943-1989)      Maureen P. Collins, CPA
Gerald H. Henderson, CPA  Krystal P. Hiers, CPA
J. Wendell Godbee, CPA  Marguerite J. Joyner, CPA
M. Paul Nichols, Jr., CPA  Shirley S. Miller, CPA
Susan S. Swader, CPA  James W. Godbee, Jr., CPA
Mark S. Rogers, CPA  Kenny L. Carter, CPA

INDEPENDENT AUDITORS' REPORT

To the Partners
Eastman Elderly Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Eastman Elderly
Housing, L.P. (a limited partnership), Federal ID No.: 58-1965562, as
of December 31, 1997 and 1996, and the related statements of income,
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 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 Eastman
Elderly Housing, L.P. as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

3488 North Valdosta Road / P. 0. Box 2241 / Valdosta, Georgia 31604-
2241 / Phone: (912) 245-6040 / FAX: (1912) 245-1669

In accordance with Government Auditing Standards, we have also issued
a report dated January 21, 1998 on our consideration of Eastman
Elderly Housing, L.P.'s internal control structure and a report dated
January 21, 1998 on its compliance with laws and regulations.

Henderson, Godbee &-Nichols, P.C.
Certified Public Accountants

January 21, 1998

Crisp Hughes Evans, LLP

Certified Public Accountants & Consultants
Affiliated worldwide through AGN International

Independent Auditors' Report


To The Partners
Fairmeadow Apartments, Limited Partnership

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

We conducted our audits in accordance with generally accepted auditing
standards, and with Government Auditing Standards issued by the
Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our 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 Fairmeadow
Apartments, Limited Partnership as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 28, 1998 on our consideration of Fairmeadow
Apartments, Limited Partnership's internal control over financial
reporting and our consideration of its compliance with certain
provisions of laws, regulations, contracts, and grants.

January 28, 1998

1 Creekview Court        864-288-5544
PO Box 25849             Fax 864-458-8519
Greenville, SC  29616    www.che-llp.com


DURANT, SCHRAIBMAN & LINDSAY

Certified Public Accountants

INDEPENDENT ACCOUNTANTS'REPORT

To the Partners
Holly Tree Manor of Holly Hill, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Holly Tree Manor of
Holly Hill, A Limited Partnership (A South Carolina Limited
Partnership), as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Holly Tree
Manor of Holly Hill, A Limited Partnership, as of December 3 1, 1997
and 1996, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting
principles.


January 29, 1998

4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 -
Telephone 803-790-0020 - Fax 803-790-0011














Thomas C. Cunningham, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201

(540) 669-5531

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lawrenceville Manor, Limited Partnership,

I have audited the accompanying ba1ance sheet of Lawrenceville Manor,
Limited Partnership as of December, 31, 1997 and 1996, and the related
statements of operations, partner's, equity and cash flows for the
         years
then ended.    These financial statements are the responsibility of
         the
Partnership's management. My responsibility is to express an opinion
         on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require
that I plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and discloses in the financial statements. 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, the financial statements, referred to above present
   fairly,
in all material aspects, the financial position of Lawrenville Manor
   Limited
Partnership as of December, 31, 1997 and 1996, and the results of its'
operations, changes in partner's equity, and its cash flows for, the
   yea,.
the ended in conformity with generally accepted accounting principle.

My audits were made for the purpose of forming an opinion the basic
financial statements taken as a whole.  The accompanying information
on pages 15 to 17 is presented for purposes of additional analysis and
is not a required part of the basic, financial statements.  Such
information has been subjected to the audit procedure applied in the
audits of the basic financial statements and, in my opinion is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a
report dated February 18, 1998 on my consideration of Lawrenceville
Manor Limited Partnership's internal control and a report dated
February 18, 1998 on its compliance with laws and regulations
applicable to the financial statements.



THOMAS C. CUNNINGHAM, CPA P.C.
February 18, 1998

Blackman & Associates, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS'REPORT

To the Partners
1413 Leavenworth Historic
Limited Partnership
Omaha, Nebraska


We have audited the accompanying balance sheets of 1413 Leavenworth
Historic Limited Partnership (a Nebraska Limited Partnership) as of
December 31, 1997 and 1996 and the related statements of operations,
changes in partners' capital accounts and cash flows for the years
then ended.

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 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 1413
Leavenworth Historic Limited Partnership at December 31, 1997 and 1996
and the results of its operations, changes in partners' capital
accounts and cash flows for the years then ended in conformity with
generally accepted accounting principles. .

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



Omaha, Nebraska
January 31, 1998




11924 Arbor St., Ste. 200 - Omaha, Nebraska 68144 - Phone (402) 330-
1040 - Fax (402) 333-9189




PLANTE & Moran,LLP

Certified Public Accountant
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan- 48826-2500

FAX 517-332-8502
517-332-620

Independent Auditor's Report

To the Partners
Meadows of Southgate Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Meadows of Southgate
Limited Dividend Housing Association Limited Partnership (a Michigan
limited partnership), as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity, and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Meadows of
Southgate Limited Dividend Housing Association Limited Partnership,
for the years ended December 31, 1997 and 1996, and the results of its
operations, partners' equity, and cash flows for the years then ended,
in conformity with generally accepted accounting principles.



February 16, 1998



Moores
Rowland

BLOOM, GETTIS, HABIB, SILVER & TERRONE, P.A.
CERTIFIED  PUBLIC ACCOUNTANTS
SUITE 1450
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-9893
TELEPHONE (305) 858-6211
FACSIMILE (305) 858-9696

Burt R. Bloom, C.P.A., C.V.A.
Lawrence W. Gettis, C.P.A.
Steven M. Habib, C.P.A.
Roger J. Terrone, C.P.A.
Curt A. Rosner, C.P.A.


To the PartnersRiviera Apts., Ltd.Boston, MassachusettsINDEPENDENT
AUDITORS' REPORTWe have audited the accompanying Balance Sheets of
Riviera Apts. , Ltd. (a Florida Limited Partnership) , as of December
31 , 1997 and 1996, and the related Statements of Operations,
Partners' Equity and Cash Flows for the years then ended.  These
financial statements are the responsibility of the management of
Riviera Apts., Ltd.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit 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 Riviera
Apts. , Ltd. as of December 31 , 1997 and 1996, and the results of its
operations, the changes in partners' equity and cash flows for the
years then ended in conformity with generally accepted accounting
principles.

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

January 23, 1998


STIENESSEN - SCHLEGEL & CO.
LIMITIED LIABILITY COMPANY

CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners
St. Croix Commons Limited Partnership

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

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

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

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

CERTIFIED PUBLIC ACCOUNTANTS


Januarv 23, 1998

2411 N. HILLCREST PARKWAY, P.O. BOX 8 1 0, EAU CLAIRE, WI 54702-081 0
- - PHONE (715) 832-3425 - FAX (715) 832-1665

- -1-




ARMANDO A. SUAREZ - CPA

HATO FIEY MMR.  SUITE 1500,268 MUNOZ RIVERA AVENUF- HATO REY, PR 00918
- - (787) 763-3195 FAX- 751-8448


INDEPENDENT AUDITOR'S REPORT


To the Partners

Vista Linda Apartments Limited Partnership

I have audited the accompanying balance sheets of Vista Linda
Apartments Limited Partnership, Rural Development Project No.: 63-016-
0660472028, as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity (deficit), and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  My responsibility is
to express an opinion on these financial statements based on my audit.

I have conducted my 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 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 the management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Vista
Linda Apartments Limited Partnership, as of December 31, 1997 Hand
1996, and the results of its operations, changes in partners I equity
(deficit) and cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audit was made for tire purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on pages 21 thru 36 is presented for purposes of additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in my opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.



Armando A. Suarez, CPA
February 27, 1998
San Juan, Puerto Rico



DURANT, SCHRAIBMAN & LINDSAY

Certified Public Accountants

INDEPENDENT ACCOUNTANTS'REPORT


To the Partners
West End Manor Apartments, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of West End Manor
Apartments, A Limited Partnership (A South Carolina Limited
Partnership), as of December 31, 1997 and 1996, and the I 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 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 West End
Manor Apartments, A Limited Partnership, as of December 3 1, 1997 and
1996, and the results of its operations and its cash flows for the
years then ended, ill conformity with generally accepted accounting
principles.


January 21, 1998


4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 -
Telephone 803-790-0020 - Fax 803-790-0011













Blackman & Associates, P.C.
Certified Public Accountants,


INDEPENDENT AUDITORS'REPORT


To the Partners
Aspen Ridge Apartments
Limited Partnership
Omaha, Nebraska


We have audited the accompanying balance sheets of Aspen Ridge
Apartments Limited Partnership (a Nebraska Limited Partnership) as of
December 31, 1997 and 1996 and the related statements of operations,
changes in partners' capital accounts and cash flows for the years
then ended.

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 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 Aspen
Ridge Apartments Limited Partnership at December 31, 1997 and 1996 and
the results of its operations, changes in partners' capital accounts
and cash flows for the years then ended in conformity with generally
accepted accounting principles.

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


Omaha, Nebraska
January 21, 1998



11924 Arbor St., Ste. 200 - Omaha, Nebraska 68144 - Phone (402) 330-
1040 - Fax (402) 333-9189




McGLADREY & PULLEN,LLP
Certified Public Accountants and Consultants


INDEPENDENT AUDITOR'S REPORT

To the Partners
Brewer Street Apartments Limited Partnership
Winston-Salem, North Carolina

We have audited the accompanying balance sheets of Brewer Street
Apartments Limited Partnership as of December 31, 1997 and 1996, and
the related statements of income, 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 Brewer
Street Apartments Limited Partnership as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the
years then ended in generally accepted accounting principles.

Greensboro, North Carolina
January 20, 1998

Crisp, Hughes, Evans, LLP
Certified Public Accountants & Consultants
Affiliated worldwide through AGN International

Independent Auditors' ReportTo The PartnersBriarwood Apartments, A
Limited Partnership

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

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

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 28, 1998 on our consideration of Briarwood
Apartments, A Limited Partnership's internal control over financial
reporting and our consideration of its compliance with certain
provisions of laws, regulations, contracts, and grants.

January 28, 1998

1 Creekview Court   864 288 5544
PO Box 25849  Fax 864 458 8519
Greensville, SC 29616  www.che-llp.com

KB Parrish & Co. LLp

CERTIFIED PUBLIC ACCOUNTANTS
151 North Delaware Street
Suite 1600
Indianapolis, IN 46204
(317) 269-2455
FAX (317) 269-2464

Report of Independent Certified Public Accountants

To the Partners of
Briarwood of Dekalb, L.P.
(A Limited Partnership)

We have audited the balance sheets of Briarwood of Dekalb, L.P. (a
limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, changes in partnership capital and cash
flows for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States and the Illinois Housing Development
Authority's Financial Reporting and Audit Guidelines for Mortgagors of
Multifamily Housing Developments.  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 Briarwood
of Dekalb, L.P. at December 31, 1997 and 1996, and the results of its
operations, changes in partnership capital, and cash flows for the
years then ended, in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Illinois
Housing Development Authority's Financial Reporting and Audit
Guidelines for Mortgagors of Multifamily Housing, we have also issued
a report dated March 31, 1998 on our consideration of the
partnership's internal control structure, a report dated March 31,
1998 on its compliance with specific requirements applicable to
Affirmative Fair Housing, and a report dated March 31, 1998 on its
compliance with laws and regulations.

Respectfully submitted,
K - B. Parrish & Co. LLP
Certified Public Accountants
Indianapolis, Indiana
March 31, 1998
DIMARCO, ABIUSI & PASCARELLA
CERTIFIED PUBLIC ACCOUNTANTS, P.C

Philip Abiusi
L. Richard Pascarella
Nakho Sung
Leo N. Bonfardeci
Carl T. Greco

Phone (315) 475-6954 - Fax (315) 475-2937

INDEPENDENT AUDITORS' REPORT

To The Partners
CAIRO HOUSING COMPANY I
East Syracuse, New York

We have audited the accompanying balance sheets of Cairo Housing
Company I (a
Limited Partnership) as of December 31, 1997 and 1996, and the related
statements of income, partners, capital and cash flows for the years
then ended. These financial statements are the responsibility of the
General Partners. 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 statement
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 partners, 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 Cairo
Housing Company I as of December 31, 1997 and 1996, and the results of
its operations and cash flows for the years then ended in conformity
with generally accepted accounting principles.


DIMARCO, ABIUSI & PASCARELLA, P.C.

Syracuse, New York
February 5, 1998









CREELMAN, SMITH, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

To the Partners

Cambridge Family YMCA Affordable Housing
Limited Partnership,
Cambridge, Massachusetts

REPORT OF INDEPENDENT AUDITORS

We have audited the accompanying balance sheet of Cambridge Family
YMCA Affordable Housing Limited Partnership (A Massachusetts limited
partnership) as of December 31, 1997, and the related statements of
operations, changes in partners' equity (deficit) and cash flows for
the year then ended.  These financial statements are the
responsibility of the 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 misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by the general partner,
as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cambridge
Family YMCA Affordable Housing Limited Partnership as of December 31,
1997, and the results of its operations, changes in partners, equity
(deficit) and cash flows for the year then ended in conformity with
generally accepted accounting principles.


Creelman & Smith, P.C.
Certified Public Accountants

Boston, Massachusetts
January 22, 1998


330 Congress Street, Boston, Massachusetts 02210 (617) 542-4114
                       









Report of Independent Accountants



To the Partners
College Greene Rental Associates, L.P.


We have audited the accompanying balance sheets of College Greene
Rental Associates, L.P. (A Limited Partnership), as of December 31,
1997 and 1996, and the related statements of operations and partners'
capital, changes in partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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



Rochester, New York
February 9, 1998


CRAIN & COMPANY, PLC
CERTIFIED PUBLIC ACCOUNTANTS
Madison Square,
24 Corporate Blvd.
Jackson, Tennessee 38305-2395
Telephone (901) 668-7070 - Fax. (901) 668-12 18

INDEPENDENT AUDITORS' REPORT

To the Partners
Crofton Associates 1, Limited Partnership

We have audited the accompanying balance sheets of Crofton Associates
1, Limited Partnership, FmHA Project No.: 20-024-0621467587 as of
December 31, 1997 and 1996, and the related statements of operations,
changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the
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 Crofton
Associates I, Limited Partnership, FmHA Project No.: 20-0240621467587
as of December 31, 1997 and 1996, 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 for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information
as listed in the table of contents is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the audit
procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued
a report dated January 22, 1998 on our consideration of the limited
partnership's internal control over financial reporting and on its
compliance with laws and regulations.

CRAIN & COMPANY, PLC
Certified Public Accountants
Jackson, Tennessee
January 22, 1998

INDEPENDENT AUDITOR'S REPORT

To the Partners
Cypress Point, LP
Naples, Florida

We have audited the accompanying balance sheets of Cypress Point, LP
(a Florida limited partnership), as of December 31, 1997 and 1996 and
the related statements of operations, partners' capital (deficit) and
cash flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the
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 opinions.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cypress
Point, LP, and the results of its operations and its cash operations
and its
flows for the years then ended in conformity with generally accepted
accounting principles.
                         
Jackson, Mississippi
February 3, 1998



CRAIN & COMPANY, PLC
CERTIFIED PUBLIC ACCOUNTANTS
Madison Square,
24 Corporate Blvd.
Jackson, Tennessee 38305-2395
Telephone (901) 668-7070 - Fax. (901) 668-12 18

INDEPENDENT AUDITORS' REPORT

To the Partners
Gallaway Associates 1, Limited Partnership

We have audited the accompanying balance sheets of Gallaway Associates
1, Limited Partnership, FMHA Project No.: 48-024-621474763 as of
December 31, 1997 and 1996, and the related statements of operations,
changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan
and perform the 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 Gallaway
Associates 1, Limited Partnership, FmHA Project No.: 48-024621474763
as of December 31, 1997 and 1996, 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 for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information
as listed in the table of contents is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the audit
procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued
a report dated January 26, 1998 on our consideration of the limited
partnership's internal control over financial reporting and on its
compliance with laws and regulations.
CRAIN & COMPANY, PLC
Certified Public Accountants
Jackson, Tennessee
January 26, 1998
Blurne Loveridge & CO., PLLC
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Glenridge Housing Associates,

A Washington Limited Partnership
Bellevue, Washington

We have audited the accompanying balance sheets of Glenridge Housing
Associates, A Washington Limited Partnership, as of December 31, 1997
and 1996, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. 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 an 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 Glenridge
Housing Associates, A Washington Limited Partnership, as of December
31, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.



In accordance with Government Auditing Standards, we have also issued
a report, dated January 22, 1998, on our consideration of the
Partnership's internal control structure and a report, dated January
22, 1998, on its compliance with laws and regulations.



Page 1




INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS -
(CONTINUED)



Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole.  The additional
information shown on pages 14 to 17 is presented for the purpose
of complying with the requirements of the U.S. Department of
Agriculture, Rural Housing Service, for the year ended December
31, 1997, and is not a required part of the financial statements.
Such additional information, presented in Column 2 of Parts I, II
and III of the Multiple Family Housing Project Budget (Form RD
1930-7) and on page 17, has been subjected to the auditing
procedures applied in the audit of the financial statements for
that year, and in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.  Columns 1, 3 and 4 of Parts I, II and III and Parts IV, V
and VI of the Multiple Family Housing Project Budget have not
been subjected to the auditing procedures applied in the audits
of the financial statements, and accordingly, we express no
opinion on Columns 1, 3 and 4 of Parts I, II and III and Parts
IV, V and VI of the Multiple Family Housing Project Budget.



January 22, 1998



Page 1A

Schoonover
Boyer
Gettman & Associates

Certified Public Accountants - Financial Consultants

INDEPENDENT AUDITORS' REPORT

To the Partners
Hackley-Barclay Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheets of Hackley-
Barclay Limited Dividend Housing Association Limited Partnership
(a Michigan Limited Partnership), as of December 31, 1997 and
1996, and the related statements of operations, partners' equity
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States.  Those standards
require that we plan and perform the audit to obtain resemble
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 Hackley-Barclay Limited Dividend Housing Association Limited
Partnership, as of December 31, 1997 and 1996, and the results of
its operations, changes in partners' equity and cash flows for
the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 16 and 17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the 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.



Columbus, Ohio
January 23, 1998
CRAIN & COMPANY, PLC
CERTIFIED PUBLIC ACCOUNTANTS
Madison Square,
24 Corporate Blvd.
Jackson, Tennessee 38305-2395
Telephone (901) 668-7070 - Fax. (901) 668-12 18

INDEPENDENT AUDITORS' REPORT

To the Partners
Hickman Associates 11, Limited Partnership


We have audited the accompanying balance sheets of Hickman
Associates II, Limited Partnership, FmHA Project No.: 20-038-
621451228 as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the
responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the 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 Hickman Associates II, Limited Partnership, FMHA Project No.:
20-038621451228 as of December 31, 1997 and 1996, and the results
of its operations, changes in partners' equity and cash flows for
the years then ended in conformity with generally accepted
accounting principles.

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

Jackson, Tennessee
January 24, 1998

CRAIN & COMPANY, PLC
Certified Public Accountants




Thomas C. Cunningham, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201

(540) 669-5531

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lee Terrace, Limited Partnership,

I have audited the accompanying ba1ance sheet of Lee Terrace,
Limited Partnership as of December, 31, 1997 and 1996, and the
related
statements of operations, partner's, equity and cash flows for
         the years
then ended.    These financial statements are the responsibility
         of the
Partnership's management. My responsibility is to express an
         opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program.  Those standards require that I plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and
discloses in the financial statements. 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, the financial statements, referred to above
   present fairly,
in all material aspects, the financial position of Lee Terrace
   Limited
Partnership as of December, 31, 1997 and 1996, and the results of
   its'
operations, changes in partner's equity, and its cash flows for,
   the yea,.
the ended in conformity with generally accepted accounting
   principle.

My audits were made for the purpose of forming an opinion the
basic financial statements taken as a whole.  The accompanying
information on pages 15 to 17 is presented for purposes of
additional analysis and is not a required part of the basic,
financial statements.  Such information has been subjected to the
audit procedure applied in the audits of the basic financial
statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, I have also
issued a report dated February 18, 1998 on my consideration of
Lee Terrace Limited Partnership's internal control and a report
dated February 18, 1998 on its compliance with laws and
regulations applicable to the financial statements.



THOMAS C. CUNNINGHAM, CPA P.C.
February 18, 1998

Page
Olson &
Company PC


INDEPENDENT AUDITORS' REPORT

February 20. 1998

To the Partners
Midland Housing Limited Partnership



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

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

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

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



2865 South Lincoln Road, PO Box 368, Mount Pleasant, MI 48804
0368
517 773 5494 - Fax 517 773 5816

Coopers&LybrandReport of Independent Accountants
To the PartnersMt. Vernon Associates, L.P.
We have audited the accompanying statements of financial position
of Mt.  Vernon Associates, L.P. (A Limited Partnership), as of
December 31, 1997 and 1996, and the related statements of
operations and partners' capital, changes in partners' capital
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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



Rochester, New York
February 10, 1998



2
DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants

INDEPENDENT ACCOUNTANTS'REPORT

To the Partners
Oakwood Manor of Bennettsville, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Oakwood Manor
of Bennettsville, A Limited Partnership (A South Carolina Limited
Partnership), as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Oakwood Manor of Bennettsville, A Limited Partnership, as of
December 3 1, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.



January 24, 1998


4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 -
Telephone 803-790-0020 - Fax 803-790-0011





DUGGAN, JOINER,
BIRKENMEYER,
STAFFORD & FURMAN, RA.
CERTIFIED PUBLIC ACCOUNTANTS

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

334 N.W. Third Avenue,
OCALA, Florida 34475
Phone: (352) 732-0171
Fax: (352) 867-1370

INDEPENDENT AUDITORS' REPORT

January 15, 1998
To the Partners
Palmetto Properties, Ltd.


We have audited the accompanying basic financial statements of
Palmetto Properties, Ltd., as of and for the years ended December
31, 1997 and 1996 as listed in the table of contents.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

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

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



Mayer, Hoffman, McCann L.C.
Certified Public Accountants
420 Nichols Road, K.C., MO 64112


INDEPENDENT AUDITORS'REPORT


To the Partners
SIXTH STREET PARTNERS LIMITED PARTNERSHIP

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

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

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

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



Kansas City, Missouri

January 20, 1998



1-3



DIMARCO, ABIUSI & PASCARELLA
CERTIFIED PUBLIC ACCOUNTANTS, P.C.

The Clinton Exchange,
4 Clinton Square, Suite 104,
Syracuse, New York 13202-1074


INDEPENDENT AUDITORS' REPORT


To The Partners
VOORHEESVILLE HOUSING COMPANY I
Voorheesville, New York


We have audited the accompanying balance sheets of Voorheesville
Housing Company I (a Limited Partnership) as of December 31, 1997
and 1996, and the related statements of income, partners' capital
and cash flow. for the years then ended.  These statements are
the responsibility of the General Partners.  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 the partners, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our pinion.

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


DIMARCO, ABIUSI & PASCARELLA, P.C.


Syracuse, New York
February 11, 1998









RAYMOND & BROUSSARD
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS


2616 Toulon Drive
Baton Rouge.  Louisiana 70816
Telephone:     (504) 292-9211
Fax: (504) 292-0727

Paul C. Raymond, Sr., C.P.A., Retired
Kathryn Raymond Broussard, C.P.A.

INDEPENDENT AUDITORS' REPORT

To The Partners
White Castle Senior Citizens Partnership, Ltd.

We have audited the accompanying balance sheets of White Castle
Senior Citizens Partnership, Ltd., RHS Project No.: 22-
024721149468, as of December 31, 1997 and 1996 and the related
statements of operations, partners' equity and cash flows for the
years then ended. These financial statements are the
responsibility of the partnership's management. our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe 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 White Castle Senior Citizens Partnership, Ltd. as of December
31, 1997 and 1996, and the results of its operations and its cash
flows for the year then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on page 15 is presented for the purpose of additional
analysis and is not a required part of the basic financial
statements.  The supplementary information presented in the Year
End Report and Analysis (Form RHS 1930-8) Parts I through III and
in the Multiple Family Housing Project Budget (Form RHS 1930-7)
Parts I through V for the year ended December 31,1997, is
presented for purposes of complying with the requirements of the
Rural Housing Services and is not a required part of the basic
financial statements.  Reports on compliance with laws and
regulations and internal control are presented as additional
supplemental information on pages 23-27.  Such information has
been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

Baton Rouge, Louisiana
March 14, 1998


RAJEEV RAJ C.P.A
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORTTo the Partners ofChelsea Square
Development Limited PartnershipI have audited the accompanying
balance sheet of Chelsea Square Development Limited Partnership
(A Development Stage and a Massachusetts limited partnership) as
of December 31, 1997, and the related statements of operations,
changes in partners' capital, and cash flows for the year then
ended.  These financial statements are the responsibility of the
general partner.  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 the general partner, as well as
evaluating the overall financial statement presentation.  I
believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Chelsea Square Development Limited partnership as of December 31,
1997, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted
accounting principles.

February 26, 1998

Draft Copy
No Opinion Expressed
Rajeev Raj
Certified Public Accountant
1600 Providence Highway, #227
Walpole, MA 02081


Coopers&LybrandReport of Independent Accountants

To the Partners
Evergreen Hills Associates, L.P.

We have audited the accompanying statements of financial position
of Evergreen Hills Associates, L.P. (A Limited Partnership), as
of December 31, 1997 and 1996, and the related statements of
operations and partners' capital, changes in partners' capital
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material 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 Evergreen Hills Associates, L.P., as of December 31, 1997 and
1996, 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.

Rochester,  New York
January 21, 1998


STIENESSEN - SCHLEGEL & CO.LIMITED LIABILITY COMPANY
CERTIFIED PUBLIC ACCOUNTANTSIndependent Auditor's ReportTo the
PartnersGlen Place Apartments Limited PartnershipWe have audited
the accompanying balance sheets of Glen Place Apartments Limited
Partnership, as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity, and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

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

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

January 12, 1998
                    
                    


Henderson, Godbee & Nichols, P. C.
Certified Public Accountants

Members of American Institute of Certified Public Accountants
Georgia Society of Certified Public Accountants

Robert A. Goddard, Jr CPA (1943-1989) Maureen P. Collins, CPA
Gerald H. Henderson. CPAKrystal P. Hiers, CPA
J. Wendell Godbee CPAMarguerite J. Joyner CPA
M. Paul Nichols Jr CPA Shirley S. Miller CPA
Susan S. Swader CPA  James W. Godbee Jr, CPA
Mark S. Rogers, CPA     Kenny L. Carter, CPA


INDEPENDENT AUDITORS' REPORT

To the Partners
Jackson Housing, L.P.
Valdosta, Georgia


We have audited the accompanying balance sheets of Jackson
Housing, L.P. (a limited partnership), Federal ID No.: 58-
2031912, as of December 31, 1997 and 1996, and the related
statements of income, partners I equity, and cash flows for the
years then ended.  These financial statements are the
responsibility of the Partnership's management. our
responsibility is to express an opinion on these financial
statements based on our audit.

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

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

3488 North Valdosta Road / P. 0. Bo. 2241 / Valdosta, Georgia
31604-2241 / Phone: (912) 245-6040 / FAX: (912) 245-1669


In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 1998 on our consideration of
Jackson Housing, L.P.Is internal control structure and a report
dated January 21, 1998 on its compliance with laws and
regulations.



Henderson, Godbee & Nichols, P.C.
Certified Public Accountants



January 21, 1998


PLANTE & MORAN, LLP
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500

Certified Public Accountants
Management Consultants
517-332-6200
FAX 517-332-8502


Independent Auditor's Report

To the Partners
Lakeview Meadows II Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Lakeview
Meadows II Limited Dividend Housing Association Limited
Partnership (a Michigan limited partnership) MSHDA Development
No. 905, as of December 31, 1997 and 1996, and the related
statements of profit and loss, partners' equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Lakeview Meadows 11 Limited Dividend Housing Association
Limited Partnership as of December 31, 1997 and 1996, and its
profit and loss, partners' equity, and its cash flows for the
years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 16, 1998, on our consideration of
the Partnership's internal controls and a report dated February
16, 1998, on its compliance with laws and regulations.

February 16, 1998

STRINGARI AND CIMERCERTIFIED PUBLIC ACCOUNTANTS1051 MAGNOLIA
ROADVINELAND, NEW JERSEY 08360(609) 691-3673 FAX (609) 692-
1454MEMBERS
AMERICAN INSTITUTE
OF CERTIFIED PUBLIC ACCOUNTANTS

NEW JERSEY SOCIETY
OF CERTIFIED PUBLIC ACCOUNTANTSBRIAN J. STRINGARI, CPASTEVEN A.
CIMER, CPA
To the PartnersParvins Limited Partnership
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Parvins Limited
Partnership as of December 31, 1997, and the related "Statement
of Operations", "Statement of 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.  The financial statements of
Parvins Limited Partnership as of December 31, 1996, were audited
by other auditors who have ceased operations and whose report
dated January 15, 1997, 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 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 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 Parvins Limited Partnership as of December 31, 1997 and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting
principles.

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


January 28, 1998

Stringari and Cimer
Certified Public Accountants


REGARDIE, BROOKS & LEWIS
CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS

JEROME P. LEWIS, CPA
JESSE A 'KAISER, CPA
PAUL J. GNATT, CPA
NATHAN J. ROSEN, CPA
CELSO T MATAAC, JR,, CPA
PHILIP R. BAKER, CPA
DOUGLAS A. DOWUNG, CPA
DAVID A. BROOKS, CPA
7101 WISCONSIN AVENUE - BETHESDA, MARYLAND 20814
TEL (301) 654-9000   FAX (301) 656-3056

INDEPENDENT AUDITOR'S REPORT

February 21, 1998
To the Partners,
Peach Tree Limited Partnership
Bethesda, Maryland

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

We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States, and the U. S.
Department of Agriculture, Farmers Home Administration Audit
Program.  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 Peach Tree Limited Partnership as of December 31, 1997 and
1996, 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.

In accordance with Government Auditing standards, we have also
issued our reports dated February 21, 1998 on our consideration
of Peach Tree Limited Partnership's internal controls and on its
compliance with laws and regulations.


Kenneth C. Boothe & Company, P.C.

Certified Public Accountant
1001 East Farm Road 700 - Big Spring, Texas 79720 - (915) 263-
1324 - FAX (915) 263-2124

INDEPENDENT AUDITORS'REPORT

To the Partners
Ponderosa Meadows Limited Partnership

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

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

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

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, NN-e have also issued a
report dated January 20, 1998, on our consideration of Ponderosa
Meadows Limited Partnership's internal control structure and a
report dated January 20, 1998, on its compliance with laws and
regulations.

Our audit was conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
accompanying supplements, information shown on Pages 19 through
20 is presented for purposes of additional analysis and is not a
required part of the basic financial statements of the
Partnership.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

January 20, 1999
Big Spring, Texas

KENNETH C. BOOTHE AND COMPANY, P.C.
Gwen Ward P.C.,
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107,
(817) 336-5680

Member American Institute of Certified Public Accountants
Member Texas Society Certified Public Accountants

Independent Auditor's Report

To the Partners of
Rio Grande Apartments, Ltd.
Eagle Pass, Texas

I have audited the accompanying balance sheet of Rio Grande
Apartments, Ltd. as of December 31, 1997 and 1996 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.  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.  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
audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Rio
Grande Apartments, Ltd. as of December 31, 1997 and 1996 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.

My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages I-16 and I-17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in my opinion, is fairly stated in all material
respects in relation to the financial statements taken as a
whole.

Fort Worth, Texas
March 12, 1998



I-3


Martin A. Starr, C.P.A.INDEPENDENT AUDITOR'S REPORT
To the PartnersVirginia Avenue Affordable Housing Limited
Partnership
I have audited the accompanying balance sheets of Virginia Avenue
Affordable Housing Limited Partnership as of December 31, 1997
and 1996, and the related statements of operations, partners'
equity and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's
management.  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 position of
Virginia Avenue Affordable Housing Limited Partnership as of
December 31, 1997 and 1996, and the results of its operations,
the changes in partners' equity and cash flows for the years then
ended in conformity with generally accepted accounting
principles.

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



Martin A. Starr
Certified Public Accountant
February 11, 1998



Certified Public Accountant
4260 Truxtun Avenue, Ste. 140, Bakersfield, CA 93309 805-635-3185
FAX 805-635-3190

Kenneth C. Boothe & Company, P.C.
Certified Public Accountant


1001 East Farm Road 700 - Big Spring, Texas 79720 - (915) 263-
1324 - FAX (915) 263-2124

INDEPENDENT AUDITORS'REPORT

To the Partners
Vista Loma Liniited Partnership

We have audited the accompanying balance sheets of Vista Loma
Limited Partnership as of December 3 1, 1997 and 1996, and the
related statements of operations, partners' equity, and cash
flows for the years then ended.  These financial statements are
the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our 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                 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 all material respects, the financial position of
Vista Loma Limited Partnership as of December 31, 1997 and 1996,
and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, we have also issued a
report dated January 20, 1998, on our consideration of Vista Loma
Limited Partnership's internal control structure and a report
dated January 20, 1998, on its compliance with laws and
relations.

Our audit was conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
accompanying supplementary information shown on Pages 20 through
21 is presented for purposes of additional analysis and is not a
required part of the basic financial statements of the
Partnership.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

KENNETH C. BOOTHE AND COMPANY, P.C.
January 20, 1998
Big Spring, Texas
Grant Thornton
Suite 3600,
1445 Ross Avenue,
Dallas, TX 75202-2774
214 855-7300
FAX 214 855-7370

Accountants and Management Consultants

The U.S. Member Firm of Grant Thornton International

Report of Independent Certified Public Accountants

To the Partners of
Community Dynamics - Fort Worth, Ltd.

We have audited the balance sheet of Community Dynamics - Fort
Worth, Ltd. (a Texas limited partnership) as of December 31,     1997, and the
related statements of operations, partners' capital, and cash flows for the year
then ended.    These financial statements are the responsibility
       of the
partnership's management. Our responsibility is to express an
       opinion on these
financial statements based on our audit.  The financial
       statements of
Community Dynamics - Fort Worth, Ltd., as of and for the year
       ended December
31, 1996, were audited by other auditors whose report dated
       February 11, 1997,
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 misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the 1997 financial statements referred to above
present fairly, in all material respects, the financial position
of Community Dynamics - Fort Worth, Ltd. as of December 31, 1997,
and the results of its operations and its cash flows for the year
then ended, in conformity with generally accepted accounting
principles.



Dallas, Texas
Februarv 20, 1998








Grant Thornton
Suite 3600,
1445 Ross Avenue,
Dallas, TX 75202-2774
214 855-7300
FAX 214 855-7370

Accountants and Management Consultants

The U.S. Member Firm of Grant Thornton International

Report of Independent Certified Public Accountants
To the Partners of
Community Dynamics - Plano, Ltd.

We have audited the balance sheet of Community Dynamics - Plano,
Ltd. (a Texas limited partnership) as of December 31, 1997, and
the related statements of operations, partners' capital, and cash
flows for the year then ended.  These financial statements are
the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of
Community Dynamics - Plano, Ltd., as of and for the year ended
December 31, 1996, were audited by other auditors whose report
dated February II, 1997, 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 misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the 1997 financial statements referred to above
present fairly, in all material respects, the financial position
of Community Dynamics - Plano, Ltd. as of December 31, 1997, and
the results of its operations and its cash flows for the year
then ended, in conformity with generally accepted accounting
principles.


Dallas, Texas
Februarv 20, 1998










ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of
Jefferson Square, Ltd.:



We have audited the accompanying balance sheets of JEFFERSON
SQUARE, LTD. (a Colorado limited partnership) as of December 31,
1997 and 1996, and the related statements of operations,
partners' capital accounts, and cash flows for the years then
ended.  These financial statements are the responsible, 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 Jefferson Square, Ltd. as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years
then ended, in conformity with generally accepted I
accounting principles.


Denver, Colorado,
February 13, 1998.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of
  Jeremy Associates Limited Partnership:

We have audited the accompanying balance sheets of JEREMY
ASSOCIATES LIMITED
PARTNERSHLP (a Colorado limited partnership) as of December 31,
1997 and 1996, and the related statements of operations,
partners' capital accounts 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 Jeremy Associates Limited Partnership as of December 31, 1997
and 1996, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

Denver, Colorado
February 13, 1998

Scarbrough
& Associates
Certified Public Accountants
For the financial solutions
You need to survive


INDEPENDENT AUDITORS' REPORT

To the Partners
Northpointe, L.P.

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

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reason e assurance out 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 Northpointe, L.P. as of December 31, 1997 and 1996, and the
results of its operations, changes in partners' equity (deficit)
and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 13 and 14 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.

Scarbrough & Associates, L.L.C.
February 17, 1998

5500 NORTH OAK, SUITE 203
KANSAS CITY, MO 64118
FAX: (816) 455-5100
(816) 452-4272

Henderson, Godbee & Nichols, P. C.
Certified Public Accountants

Members of American Institute of Certified Public Accountants
Georgia Society of Certified Public Accountants

Robert A. Goddard, Jr CPA (1943-1989) Maureen P. Collins, CPA
Gerald H. Henderson. CPAKrystal P. Hiers, CPA
J. Wendell Godbee CPAMarguerite J. Joyner CPA
M. Paul Nichols Jr CPA Shirley S. Miller CPA
Susan S. Swader CPA  James W. Godbee Jr, CPA
Mark S. Rogers, CPA     Kenny L. Carter, CPA

INDEPENDENT AUDITORS' REPORT

To the Partners
Summerset Housing Limited, L.P.
Valdosta, Georgia


We have audited the accompanying balance sheets of Summerset
Housing, Limited, L.P. (a limited partnership), Federal ID No.:
58-1982979, as of December 31, 1997 and 1996, and the related
statements of income, 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 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 Summerset Housing Limited, L.P. as of December 31, 1997 and
1996, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.



3488 North Valdosta Road / P. 0. B.@ 2241 / Valdosta., Georgia
31604-2241 / Phone: (912) 245-6040 / FAX: (912) 245-1669





In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 1998 on our consideration of
Summerset Housing Limited, L.P.Is internal control structure and
a report dated January 21, 1998 on its compliance with laws and
regulations.



Henderson, Godbee & Nichols, P.C
Certified Public Accountants

January 21, 1998
Blume Loveridge & CO., PLLC
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Wedgewood Lane Associates,

A Washington Limited Partnership
Bellevue, Washington



We have audited the accompanying balance sheets of Wedgewood Lane
Associates, A Washington Limited Partnership, as of December 31,
1997 and 1996, and the related statements of operations, changes
in partners' equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  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 an 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 Wedgewood Lane Associates, A Washington Limited Partnership,
as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report, dated January 30, 1998, on our consideration of
the Partnership's internal control structure and a report, dated
January 30, 1998, on its compliance with laws and regulations.



Page I







INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS -
(CONTINUED)



Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole.  The additional
information shown on pages 14 to 17 is presented for the
purpose of complying with the requirements of the U.S.
Department of Agriculture, Rural Housing Service, for the year
ended December 31, 1997, and is not a required part of the
financial statements.  Such additional information, presented
in Column 2 of Parts I, II and III of the Multiple Family
Housing Project Budget (Form RD 1930-7) and on page 17, has
been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and in our opinion,
is fairly stated in all material respects in relation to the
financial statements taken as a whole.  Columns 1, 3 and 4 of
Parts I, II and III and Parts IV, V and VI of the Multiple
Family Housing Project Budget have not been subjected to the
auditing procedures applied in the audits of the financial
statements, and accordingly, we express no opinion on Columns
1, 3 and 4 of Parts I, II and III and Parts IV, V and VI of the
Multiple Family Housing Project Budget.




January 30, 1998



Page 1A
GRAHAM CARTER
&JENNINGS, PLC
CERTIFIED PUBLIC ACCOUNTANTS

Harold D. Carter
(1931-1993)
Jack G. Jennings
Walter H. Graham
Michael J. Carter

Independent Auditor's Report
To the PartnersAutumnwood Limited Partnership

We have audited the accompanying balance sheets of Autumnwood
Limited Partnership (a Virginia limited partnership), FMHA
Project No.: 54-025-621447815, 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 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 Autumnwood Limited Partnership, FMHA Project No.:
54-025621447815, as of December 31, 1996 and 1995, and the
results of its operations, the changes in partners' equity
(deficit) and cash flows for the years then ended in conformity
with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 12 and 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.

February 3, 1997

601 Thimble Shoals Boulevard    Suite 201   Newport News,
Virginia 23606    (757) 873-0767   Fax (757) 873-6938
LITTLE, SHANEYFELT & CO.
CERTIFIED PUBLIC ACCOUNTANTS
1501 N. UNIVERSITY, SUITE 300
LITTLE ROCK, ARKANSAS 72207-5232
TELEPHONE (501) 666-2879

INDEPENDENT AUDITOR'S REPORT
To the PartnersBeckwood Manor Eight Limited Partnership
We have audited the accompanying balance sheets of Beckwood
Manor Eight Limited Partnership, RHCD Project No. 03-009-
0710677267 (the Partnership), as of December 31, 1996 and 1995,
and the related statements of profit (loss), changes in
partners, equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the comptroller General of the United States.  Those standards
require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statement. 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 Beckwood Manor Eight Limited Partnership as of
December 31, 1996 and 1995, and its results of operations,
changes in partners, equity (deficit), and 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 March 12, 1997, on our consideration of the
Partnership's internal control structure and a report dated
March 12, 1997 on its compliance with laws, regulations,
contracts and grants.

Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying
supplementary information shown on pages 10 to 11 is presented
for the purposes of additional analysis and are not a required
part of the basic financial Statements of the Partnership. Such
information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Little, Shaneyfelt & Co.

March 12, 1997

Durant, Schraibman & Lindsay
Certified Public Accountants

INDEPENDENT ACCOUNTANTS' REPORT


To the Partners
Buena Vista Apartments, Phase II, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Buena Vista
Apartments, Phase II, A Limited Partnership (A South Carolina
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 audit.

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

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


January 21, 1997

4408 Forest Drive, Third Floor - Columbia, South Carolina 29206
- -
Telephone 803-790-0020 - Fax 803-790-0011
THOMAS, JUDY & TUCKER, P.A.
Certified Public Accountants
Clifton W. Thomas
Chris P. Judy
David W. Tucker
C. Gilbert Smith

16 East Rowan Street, Suite 100
Raleigh, NC  27609
(919) 571-7055
FAX (919) 571-7089
INDEPENDENT AUDITORS' REPORT
To the PartnersGraham Housing Associates Limited
PartnershipRaleigh, North Carolina


We have audited the accompanying balance sheets of Graham
Housing Associates Limited Partnership, as of December 31, 1996
and 1995 and the related statements of operations and changes
in partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the
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 Graham Housing Associates Limited Partnership as of
December 31, 1996 and 1995, and the results of its operations
and the changes in partners' equity and Gash flows for the
years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 13, 1997 on our consideration of
Graham Housing Limited Partnership's internal control
structure, compliance with specific requirements applicable to
Major HUD Programs and compliance with specific requirements
applicable to Affirmative Fair Housing.

Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole.  The supporting data
included in the report is presented for the purposes of
additional analysis and is not a required part of the financial
statements of Graham Housing Associates Limited Partnership.
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.

February 13, 199

SchoonoverBoyer
Gettman & AssociatesCertified Public Accountants
Financial Consultants
INDEPENDENT AUDITORS' REPORT

The Partners
The Hearthside II Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheets of The
Hearthside II Limited Dividend Housing Association Limited
Partnership (a 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 the 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 mentioned above
present fairly, in all material respects, the financial
position of The Hearthside II 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.

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

January 25, 1997

Northwoods Corporate Center - Suite 200 - 110 Northwoods
Boulevard - Worthington, Ohio 43235 - 614/888-8000 - Fax
614/888-8534
TAMA AND BUDAJ, P.C.
Certified Public Accountants
32783 Middlebelt Road
Farmington Hills, Michigan 48334-1726
(810) 626-3800
FAX NO. (810) 626-2276


MEMBERS
AMERICAN INSTITUTE FO
CERTIFIED PUBLIC ACCOUNTANTS

MICHIGAN ASSOCIATION OF
CERTIFIED PUBLIC ACCOUNTANTS

FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

SOUTH CAROLINA ASSOCIATION OF
CERTIFIED PUBLIC ACCOUNTANTS

ELY TAMA, CPA
JEFREY F. BUDAJ, CPA
BARTON A LOWEN, CPA
EMIL A. RAAB, CPA
DIANE L. ISAACS, CPA
JOHN W. WEIPERT, CPA
SEAN M. DONOVAN, CPA

To the Partners of
Heron's Landing RRH, Ltd.

We have audited the accompanying balance sheet of HERON'S
LANDING RRH, LTD. As of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the general
partner and management of the partnership.  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 HERON'S LANDING RRH, LTD., 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 audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
accompanying information listed in the table of contents is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements.  This
accompanying information is the responsibility of the
partnership's management.  Such information, except for the
portion marked "unaudited" on which we express no opinion, has
been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is
fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.

TAMA AND BUDAJ, P.C.


Farmington Hills, Michigan
January 31, 1997


DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants

INDEPENDENT ACCOUNTANTS' REPORT



To the Partners
Laurelwood Apartments, Phase II, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Laurelwood
Apartments, Phase II, A Limited Partnership (A South Carolina
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 audit.

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

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

January 18, 1997

4408 Forest Drive, Third Floor - Columbia, South Carolina 29206
- -
Telephone 803-790-0020 - Fax 803-790-0011

Hawkins, Ash, Baptie & Company, LLP
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Madison Partners Limited Partnership


We have audited the accompanying balance sheet of Madison
Partners Limited Partnership (the "Project"), 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
Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  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 Madison Partners Limited Partnership as of December
31, 1996 and 1995, and the results of its operations, the
changes in partners' equity, and cash flows for the years then
ended in conformity with generally accepted accounting
principles.

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


La Crosse, Wisconsin
February 4, 1997

LITTLE, SHANEYFELT & CO.
CERTIFIED PUBLIC ACCOUNTANTS
1501 N. UNIVERSITY, SUITE 300
LITTLE ROCK, ARKANSAS 72207-5232
TELEPHONE (501) 666-2879

INDEPENDENT AUDITOR'S REPORT

To the Partners
P.D.C. Fifty Five Limited Partnership

We have audited the accompanying balance sheets of P.D.C. Fifty
Five Limited Partnership, RHCD Project No. 03-052-710665737
(the Partnership), as of December 31, 1996 and 1995, and the
related statements of profit (loss), changes in partners,
equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of P.D.C. Fifty Five Limited Partnership as of
December 31, 1996 and 1995, and its results of operations,
changes in partners, equity (deficit), and cash flows for the
years the. ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing standards, we have also
issued a report dated March 16, 1997, on our consideration of
the Partnership's internal control structure and a report dated
March 16, 1997 on its compliance with laws, regulations,
contracts and grants.

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

March 16, 1997

Charles Bailly & Company P.L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITOR'S REPORT


The Partners
Ridgeview Apartments of Brainerd
  A Limited Partnership
Moorhead, Minnesota

We have audited the accompanying balance sheets of Ridgeview
Apartments of Brainerd, A Limited Partnership, FmHA Project: 27-
018-0411625811 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 Ridgeview Apartments of Brainerd, A Limited
Partnership as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

Fargo, North Dakota
February 11, 1997
McGEE & ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


Independent Auditors' Report

To the Partners
Rio Mimbres II, Ltd.
and Rural Housing Service

We have audited the accompanying balance sheets of Rio Mimbres
II, Ltd. (a 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 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 Rio Mimbres II, Ltd. as of December 31, 1996 and
1995, and the results of its operations, changes in partners'
equity and cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997, on our consideration of
the Partnership's internal control structure and a report dated
January 15, 1997, on its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion
on the financial statements taken as a whole.  The supplemental
information included in the report is presented for purposes of
additional analysis and is not a required part of the financial
statements of Rio Mimbres II, Ltd.  Such information has been
subjected to the auditing procedures applied in the audits 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.


January 15, 1997
Farmington, New Mexico
FLOYD & COMPANY
Certified Public Accountant

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

Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT


To the General Partners of
Timmons Village Limited Partnership

We have audited the accompanying balance sheets of Timmons
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 unqualified 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 misstatement.  An
audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our 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 Timmons Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA




February 28, 1997

PLANTE & MORAN, LLP
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500

Certified Public Accountant
Management Consultants
517-332-6200
FAX 517-332-8502

Independent Auditor's Report


To the Partners
University Meadows Limited Dividend
 Housing Association Limited Partnership

We have audited the accompanying balance sheet of University
Meadows Limited Dividend Housing Association Limited
Partnership (a Michigan limited partnership), MSHDA Development
No. 889, as of December 31, 1996 and 1995, and the related
statements of profit and loss, partners' equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

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

In accordance with Governmental Auditing Standards, we have
also issued a report dated February 12, 1997, on our
consideration of the Partnership's internal control structure
and a report dated February 12, 1997, on its compliance with
laws and regulations.


February 12, 1997


Moores
Rowland
FLOYD & COMPANY
Certified Public Accountant

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

Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Whitewater Village Limited Partnership

We have audited the accompanying balance sheets of Whitewater
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 unqualified 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 misstatement.  An
audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our 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 Whitewater Village Limited Partnership (a Georgia
Limited Partnership) as of December 31, 1996 and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA



February 28, 1997

 
 
Ortiz Lopez & Co.
Certified Public Accountants

CPA Eulalio Ortiz Rodriguez, MSA
CPA Heriberto L6pez Recio

Calle Post 183 Sur Altos
P.O. Box 3944
Marina Station
Mayaguez, P.R. 00681
Telephones:  (809) 833-8236
833-8250
Fax:  833-8285


INDEPENDENT AUDITORS' REPORT


To the Partners
Virgen del Pozo Limited Partnership

We have audited the accompanying balance sheets of Virgen del
Pozo 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 Virgen del Pozo 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.


To the Partners
Virgen del Pozo Limited Partnership
Page 2 - Continued

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 13 and 14 is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.



Mayaguez, Puerto Rico
January 31, 1997


VSN
VELEZ, SEMPRIT, NIEVES & Co.
Certified Public Accountants / Business Advisors
A member of Horwath International
252 Ponce de Leon Ave.
11th Floor
Hato Rey, Puerto Rico 00918-9922
Tel. (809) 751-6500
Fax: (809) 767-1197


INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS

Partners
April Gardens Apartments III Limited Partnership
San Juan, Puerto Rico

We have audited the accompanying balance sheets of April
Gardens Apartments III 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 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 April Gardens Apartments III 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 26, 1996 on our consideration of
the Partnership's internal control structure and a report dated
January 26, 1996 on its compliance with laws, regulations,
contracts, loan covenants and agreements.

We conducted our audits to form an opinion on the basic
financial statements of April Gardens Apartments EII Limited
Partnership taken as a whole.  The accompanying schedules of
administrative, utilities, maintenance, taxes, insurance and
interest expense are presented for 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.


January 26, 1996
GRAHAM CARTER
& JENNINGS, PLC
CERTIFIED PUBLIC ACCOUNTANTS

Harold D. Carter
(1931-1993)
Jack G. Jennings
Walter H. Graham
Michael J. Carter

Independent Auditor's Report

To the Partners
Brunswick Limited Partnership

We have audited the accompanying balance sheets of Brunswick
Limited Partnership (a Virginia limited partnership), FMHA
Project No.: 54-017-621447814, as of December 31, 1995 and
1994, and the related statements of operations, partners'
capital and cash flows for the years then ended.  These
financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 Brunswick Limited Partnership, FMHA Project No.: 54-
017-621447814, as of December 31, 1995 and 1994, and the
results of its operations, the changes in partners' capital and
cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 13 and 14 is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

February 26, 1996

601 Thimble Shoals Boulevard     Suite 201   Newport News,
Virginia 23606  (757) 873-0767    Fax (757) 873-6938

Ludvigson, Braun & Co.
Accountants and Auditors
117 NW 3rd Street
PO. Box 845
Valley City, North Dakota 58072-0845
Telephone: (701) E145-1457
Facsimile: (701) E345-8003

R.B. Ludvigson, CPA (Retired)
Raymond J. Braun, LPA
Muriel G. Haugen, CPA
Connie E Winkler LPA
JoAnn A. Zerface, CPA

INDEPENDENT AUDITORS' REPORT

To the Partners
East Park Apartments I Limited Partnership
Dilworth, Minnesota

We have audited the accompanying balance sheets of East Park
Apartments I Limited Partnership, as of December 31, 1995 and
1994 and the related statements of operations, partners' equity
and cash flows for the year ended December 31, 1995 and for the
period ended from inception (June 1, 1994) through December 31,
1994.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  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 East Park Apartments I Limited Partnership as of
December 31, 1995 and 1994 and the results of its operations,
the changes in partners' equity, and its cash flows for the
periods then ended, in conformity with generally accepted
accounting principles.

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

Valley City, North Dakota
February 10, 1996
GRAHAM CARTER
& JENNINGS, PLC
CERTIFIED PUBLIC ACCOUNTANTS

Harold D. Carter
(1931-1993)
Jack G. Jennings
Walter H. Graham
Michael J. Carter

Independent Auditor's Report


To the Partners
Lebanon II Limited Partnership

We have audited the accompanying balance sheets of Lebanon 11
Limited Partnership (a Virginia limited partnership), FMHA
Project No.: 55-013-621447812 as of December 31, 1995 and 1994,
and the related statements of operations, partners' capital and
cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 Lebanon 11 Limited Partnership, FMHA Project No.:
55-013-621447812, as of December 31, 1995 and 1994, and the
results of its operations, the changes in partners' capital and
cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 13 and 14 is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

February 26, 1996
Virchow, Krause & Company, LLP
Certified Public Accountants & Consultants

INDEPENDENT AUDITORS' REPORT

To the Partners
School Street Limited Partnership I
Madison, Wisconsin

We have audited the accompanying balance sheet of WHEDA Project
No. 011/001217 of School Street Limited Partnership I as of
December 31, 1995, and the related statements of loss,
partners' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the 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 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 WHEDA Project No. 011/001217 of School Street
Limited Partnership I as of December 31, 1995, and the results
of its operations, changes in partners' equity and cash flows
for the year then ended in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental
information found on pages 13-24 including supplemental
information required by WHEDA, is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to
the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is presented fairly
in all material respects in relation to the basic financial
statements taken as a whole.

Page 1

To the Partners
School Street Limited Partnership I

The financial statements of School Street Limited Partnership I
for the year ended December 31, 1994 were audited by other
accountants, whose report dated January 24, 1995 stated that
they were not aware of any material modifications that should
be made to those statements in order for them to be in
conformity with generally accepted accounting principles.

VIRCHOW, KRAUSE & COMPANY, LLP
January 18, 1996

Blackman & Associates, P.C.
Certified Public Accountants


INDEPENDENT AUDITORS'REPORT



To the Partners
1413 Leavenworth Historic
 Limited Partnership
Omaha, Nebraska

We have audited the accompanying balance sheets of 1413
Leavenworth Historic Limited Partnership (a Nebraska Limited
Partnership) as of December 31, 1996 and 1995 and the related
statements of operations, changes in partners' capital accounts
and cash flows for the years then ended.

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 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 1413 Leavenworth Historic Limited Partnership at
December 31, 1996 and 1995 and the results of its operations,
changes in partners' capital accounts and cash flows for the
years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
additional information on pages 9 and 10 is presented for
purposes of additional analysis and is not a required part of
the basic financial Statements.  Such information has been
subjected to the audit procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.


Omaha, Nebraska
January 31, 1997

DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants


INDEPENDENT ACCOUNTANTS' REPORT


To the Partners
Canterfield Manor of Denmark, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Canterfield
Manor of Denmark, A Limited Partnership (A South Carolina
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 audit.

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

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

February 7, 1997


4408 Forest Drive, Third Floor - Columbia, South Carolina 29206
- -
Telephone 803-790-0020 - Fax 803-790-0011

DAVID P. PHILLIPS, P.C.
CERTIFIED PUBLIC ACCOUNTANT

6846 PACIFIC STREET
SUITE 100
OMAHA, NEBRASKA 68106
OFFICE (402) 558-2596
FAX (402) 558-2914

INDEPENDENT AUDITOR'S REPORT

To the Partners
Cass Partners Limited Partnership

I have audited the accompanying balance sheets of Cass Partners
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.  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.  Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  I
believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Cass Partners Limited Partnership as of December
31, 1996 and 1995, and the results of its operations, and
changes in partners' equity (deficit) and cash flows for the
years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page 15 is presented for purposes
of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to
the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.



March 7, 1997

OSCAR N. HARRIS & ASSOCIATES, P.A.
Certified Public Accountants

OSCAR N. HARRIS, C.P.A.
SHERRY S. JOHNSON, C.P.A.
KENNETH E. MILTON, C.P.A
CONNIE P- STANCIL, C.P.A.

MEMBERS:
AMERICAN INST OF
CERTIFIED PUBLIC ACCOUNTANTS

NORTH CAROLRNA ASSOCIATION OF
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT


To the Partners of
Cumberland Woods Associates
of Middlesboro, KY, Ltd.
Charlotte, North Carolina

We have audited the balance sheets of Cumberland Woods
Associates of Middlesboro, KY, Ltd. as of December 31, 1996 and
1995, and the related statements of partners, capital, income,
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Cumberland Woods Associates of Middlesboro, KY,
Ltd. 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 31, 1997 on our consideration of
Cumberland Woods Associates of Middlesboro, KY, Ltd.'s internal
control structure and a report dated January 31, 1997 on its
compliance with laws and regulations.


100 EAST CUMBERLAND STREET, P.O. BOX 578, DUNN, N.C. 28335
(910) 892-1021 FAX (910) 892-6084
Cumberland Woods Associates
of Middlesboro, KY, Ltd.
Page Two



Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  Schedules 1,
2, 3, and 4 on pages 15, 16, 17, and 18 are presented for
purposes of additional analysis and are not a required part of
the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.


January 31, 1997


PHILLIPS, DORSEY, THOMAS, WATERS & BRAFFORD, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

DRAWER 1359 - 215 HORNER ST, - HENDERSON, NC 27536
919/438-8154 - NC WATS 800/356-7674 - FAX 919/492-5066


Ronald S. Dorsey, CPA
H. Timothy Thomas, CPA
Susan R. Waters, CPA
Michael H. Brafford, CPA

W. Haywood Phillips, CPA
Carleen P. Evans, CPA
Holly B. Perryman, CPA
Franklin L. Irvin, CPA

INDEPENDENT AUDITORS' REPORT

To the Partners
Deer Run Limited Partnership
Kittrell, North Carolina


We have audited the accompanying balance sheets of Deer Run
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 audit.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes 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 reasonable basis for our
opinion.

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


January 17, 1997




Henderson, Godbee & Nichols, P. C.
Certified Public Accountants

Robert A. Goddard, Jr. CPA (1943-1989)  Maureen P. Collins, CPA
Gerald H. Henderson, CPA          Amy McGill Smith, CPA
J. Wendell Godbee, CPA                 Krystal P. Hiers, CPA
M. Paul Nichols, Jr., CPA              Marguerite J. Joyner,
CPA
Susan S. Swader, CPA                   Kenny L. Carter, CPA
Mark S. Rogers, CPA               Shirley S. Miller, CPA
Janine E. Maturi, CPA


INDEPENDENT AUDITORS' REPORT

To the Partners
Eastman Elderly Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheet of Eastman
Elderly Housing, L.P. (a limited partnership), Federal ID No.:
58-196S562, as of December 31, 1996, and the related statements
of income, 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 Eastman Elderly Housing, L.P. as of
December 31, 1995, were audited by other auditors whose report
dated January 27, 1996, expressed an unqualified opinion on
those statements.

We conducted our audit in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Eastman Elderly Housing, L.P. as of December 31,
1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted
accounting principles.


In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
the Eastman Elderly Housing, L.P.'s internal control structure
and a report dated January 24, 1997.

Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
CRISP HUGHES & CO., L.L.P.

Independent Auditors' Report


To The Partners
Fairmeadow Apartments, Limited Partnership

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

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

In accordance with Government Auditing Standards, we have also
issued a report dated February 11, 1997 on our consideration of
Fairmeadow Apartments, Limited Partnership's internal control
structure and a report dated February 11, 1997 on its
compliance with laws and regulations.


February 11, 1997

DURANT, SCHIZAIBMAN & LINDSAY
Certified Public Accountants


INDEPENDENT ACCOUNTANTS' REPORTS

To the Partners
Holly Tree Manor of Holly Hill, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Holly Tree
Manor of Holly Hill, A Limited Partnership (A South Carolina
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 audit.

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

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


January 25, 1997
THOMAS C. CUNNINGIIAM, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201
(703) 669-5531
(703)     669-5576 fax

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lawrenceville Manor Limited Partnership

I have audited the accompanying balance sheets of Lawrenceville
Manor Limited Partnership, FMHA Case No.: 54-017-0541572408, 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.  My responsibility is to express
an opinion on these financial statements     based on my
audits.

I conducted my audits. in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller, General of the United States.  Those standards
require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. 1 believe that my audits provide a
reasonable basis for my opinion.

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

My audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page 15 is presented for purposes
of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to
the audit procedures applied in the audits of the basic
financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Lawrenceville Manor Limited Partnership's internal control
structure and a report dated February 15, 1997 on its
compliance with laws and regulations applicable to the
financial statements.
     
Thomas C. Cunningham, CPA PC

Bristol, Virginia
February 15, 1997
Suby, Von Haden
& Associates, S.C.
Certified Public Accountants
Business and Management Consultants


INDEPENDENT AUDITOR'S REPORT


To the Partners
Mariner's Pointe Limited Partnership I and
Mariner's Pointe Limited Partnership II
Madison, Wisconsin

We have audited the accompanying combined balance sheet of
WHEDA Project
No. 01 1/001 214 of Mariner's Pointe Limited Partnership I and
Mariner's Pointe Limited Partnership II as of December 31,
1996, and the related combined statements of loss, partners'
equity and cash flows for the year then ended.  These combined
financial statements are the responsibility of the project's
management.  Our responsibility is to express an opinion on
these combined financial statements based on our audit.  The
combined financial statements of Mariner's Pointe Limited
Partnership I and Mariner's Pointe Limited Partnership II for
the year ended December 31, 1995 were audited by other
auditors, whose report dated January 18, 1996, 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 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 combined
financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the financial
position of WHEDA Project No. 01 1/001 214 of Mariner's Pointe
Limited Partnership I and Mariner's Pointe Limited Partnership
II as of December 31, 1996, and the combined results of its
operations, changes in partners' equity and cash flows for the
year then ended in conformity with generally accepted
accounting principles.



January 16, 1997


1221 John 0. Hammons Dr. - P.O. Bo. 44966 - Madison, WI 53744-
4966 -
(608) 831-8181 - FAX (608) 831-4243
MADISON - MILWAUKEE - ROCKFORD
PLANTE & MORAN, LLP
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500

Certified Public Accountants
Management Consultants
517-332-6200
FAX 517-332-8502


Independent Auditor's Report


To the Partners
Meadows of Southgate Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Meadows of
Southgate Limited Dividend Housing Association Limited
Partnership (a Michigan 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining evidence supporting the amounts and
disclosures in the financial statements.  An audit also
includes 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 cur opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of meadows of Southgate Limited Dividend Housing
Association Limited Partnership, for the years ended December 3
1, 1996 and 1995, and the results of its operations, partners'
equity, and cash flows for the years then ended, in conformity
with generally accepted accounting principles.

February 12, 1997
BLOOM, GETTOS, HABIB & TERRONE, P.A.
Certified Public Accountants
Suite 1450
2601 South Bayshore Drive
Miami, Florida 33133-9893

Burt R. Bloom, C.P.A.
Lawrence W. Gettis, C.P.A.
Steven M. Habib, C.P.A.
Roger J. Terrone, C.P.A.
Curt A. Rosner, C.P.A.

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

To the Partners
Riviera Apts., Ltd.
Boston, Massachusetts

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying Balance Sheets of Riviera
Apts. , Ltd. (a Florida 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
management of Riviera Apts., Ltd.  Our responsibility is to
express an opinion on these financial statements based on our
audits.

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

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information is presented for purposes of additional analysis
and is not a required part of the basic financial statements.
Such information has been subjected to the audit procedures
applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
STI]ENESSEN - SCHLEGEL & CO.
LIMITED LIABILITY COMPANY
CERTIFIED PUBLIC ACCOUNTANTS


Independent Auditor's Re]2ort


To the Partners
St. Croix Commons Limited Partnership

We have audited the accompanying balance sheets of St. Croix
Commons 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 St. Croix Commons Limited Partnership, as of
December 31, 1996 and 1995, and the results of its operations,
the changes in partners' equity, and cash flows for the years
then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 13 and 14 is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

CERTIFIED PUBLIC ACCOUNTANTS



January 15, 1997

2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE, WI 54702-
0810 - PHONE (715) 832-3425 - FAX (715) 832-1665
TAMA AND BUDAJ, P.C.
Certified Public Accountants
32783 Middlebelt Road
Farmington Hills, Michigan 48334-1726

Independent Auditor's Report

To the Partners of
Victoria Pointe RRH, Ltd.

We have audited the accompanying balance sheet of VICTORIA
POINTE RRH, LTD. as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity
(deficit) and cash flows for the year ended December 31, 1996
and for the period January 23, 1995 (date operational) to
December 31, 1995.  These financial statements are the
responsibility of the general partner and management of the
partnership.  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 VICTORIA POINTE RRH, LTD., as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the
year ended December 31, 1996 and for the period January 23,
1995 (date operational) to December 31, 1995 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
accompanying information listed in the table of contents is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements.  This
accompanying information is the responsibility of the
partnership's management.  Such information, except for the
portion marked "unaudited" on which we express no opinion, has
been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is
fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.


Farmington Hills, Michigan
January 31, 1997

ARMANDO A. SUAREZ - CPA
HATO RET TOWER, SUITE 1500, 268 MUNOZ RIVERA AVENUE, HATO REY,
PR  00918
(787)763-3195  Fax: 751-8448

Independent Auditor's Report

To the Partners
Vista Linda Apartments Limited Partnership

I have audited the accompanying balance sheet of Vista Linda
Apartments 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 (Rural Development Administration
(Formerly FmHA) Project No.:  63-016-0660472028) are the
responsibility of the Partnership's management.  My
responsibility is to express an opinion on these financial
statements based on my audits.

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

In my opinion, the financial statements referred to above
present fairly in all material respects, the financial position
of Vista Linda Apartments Limited Partnership, Rural
Development Administration (Formerly FmHA) Project No.:  63-016-
0660472028, as of December 31, 1996 and 1995, and the results
of its operations, changes in partners' equity (deficit) and
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.  The supplemental
information on pages 21 thru 36 is presented for the purpose of
additional analysis and is not a required part of the basic
financial statements.  Such information  has been subjected to
the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in
all material respects when considered in relation to the basic
financial statements taken as a whole.

February 18, 1997
San Juan, Puerto Rico

The stamp #1379936 of the CPA's College of
PR was affixed to the original of this report.
DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants


INDEPENDENT ACCOUNTANTS' REPORT


To the Partners
West End Manor Apartments, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of West End
Manor Apartments, A Limited Partnership (A South Carolina
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 audit.

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

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



January 27, 1997



Bob T. Robinson

Certified Public Accountant

2084 Dunbarton Drive
Jackson, Mississippi 39216
(601) 982-3875


To the Partners
Joiner Elderly, L.P.


Independent Auditor's ReRort


I have audited the accompanying balance sheet of Joiner
Elderly, L.P. as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity (deficit) and cash
flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  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.  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 audits provide a reasonable basis for my
opinion.

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


Jackson, Mississippi
January 23, 1996



Page I


Virchow, Krause & Company, LLP
Certified Public Accountants & Consultants

INDEPENDENT AUDITORS' REPORT

To the Partners
Mariner's Pointe Limited Partnership I and
 Mariner's Pointe Limited Partnership II
Madison, Wisconsin

We have audited the accompanying combined balance sheet of
WHEDA Project No. 011/001214 of Mariner's Pointe Limited
Partnership I and Mariner's Pointe Limited Partnership II as of
December 31, 1995, and the related combined statements of loss,
partners' equity and cash flows for the year then ended.  These
combined financial statements are the responsibility of the
project's management.  Our responsibility is to express an
opinion on these combined 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 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 combined
financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the financial
position of WHEDA Project No. 011/001214 of Mariner's Pointe
Limited Partnership I and Mariner's Pointe Limited Partnership
II as of December 31, 1995, and the combined results of its
operations, changes in partners' equity and cash flows for the
year then ended in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental
information found on pages 13-23, including supplemental
information required by WHEDA, is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to
the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is presented fairly
in all material respects in relation to the basic financial
statements taken as a whole.


To the PartnersMariner's Pointe Limited Partnership I and
Mariner's Pointe Limited Partnership II

The combined financial statements of Mariner's Pointe Limited
Partnership I and Mariner's Pointe Limited Partnership II for
the year ended December 31, 1994 were audited by other
accountants whose report dated January 24, 1995 stated that
they were not aware of any material modifications that should
be made to those statements in order for them to be in
conformity with generally accepted accounting principles.

VIRCHOW, KRAUSE & COMPANY, LLP

Madison, WisconsinJanuary 18, 1996
Bob T. Robinson
Certified Public Accountant


2084 Dunbarton  Drive
Jackson, Mississippi 39216
(601) 982-3875


Independent Auditor's Report


To the Partners
Turtle Creek Family, L.P.

I have audited the accompanying balance sheet of Turtle Creek
Family, L.P. as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity (deficit) and cash
flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  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.  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 audits provide a reasonable basis for my
opinion.

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


Jackson, Mississippi
January 23, 1996

OTIS, ATWELL & TIMBERLAKE
Professional Association
Certified Public Accountants
James C.Otis, C.P.A., CFP
Stephen W. Atwell, C.P.A.
Fred I. Timberlake, C.P.A.
Bruce E. Fritzson, C.P.A.
Thomas J. Gioia, C.P.A.

980 Forest Avenue
Portland, Maine 04103
(207) 797-0990
FAX (207) 797-8618

INDEPENDENT AUDITOR'S REPORT

The Partners
Wakefield Housing Associates

We have audited the accompanying balance sheets of Wakefield
Housing Associates, a limited partnership, USDA, Rural
Development Case No. 34-002-0010456615, as of December 31, 1996
and 1995, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  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 Wakefield Housing 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.

Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
accompanying additional information on pages 13 and 14 is
presented solely for the use of the USDA, Rural Development and
is not a required part of the basic financial statements.  The
additional information presented in the Multiple Family Housing
Borrower Balance Sheet, Form FMHA 1930-8, has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.
January 14, 1997
Portland, Maine
Tate, Propp, Beggs
& Sugimoto
Certified Public Accountants and Consultants

INDEPENDENT AUDITORS' REPORT


To the Partners
Willcox II Investment Group
An Arizona Limited Partnership

We have audited the accompanying balance sheets of Willcox II
Investment Group, an Arizona Limited Partnership, as of
December 31, 1995 and 1994, and the related statements of
operations, changes in partners, capital, and cash flows for
the years then ended.  These financial statements are the
responsibility of 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 Willcox II Investment Group as of December 31, 1995
and 1994, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 15, 1996, on our consideration
of Willcox II Investment Group's internal control structure and
a report dated February 15, 1996, on its compliance with laws
and regulations.

An Accountancy Corporation

February 15, 1996
Sacramento, California
Blackman & Associates, P.C.

Certified Public Accountants


INDEPENDENT AUDITORS'REPORT


To the Partners
Aspen Ridge Apartments
Limited Partnership
Omaha, Nebraska

We have audited the accompanying balance sheets of Aspen Ridge
Apartments Limited Partnership (a Nebraska Limited Partnership)
as of December 31, 1996 and 1995 and the related statements of
operations, changes in partners' capital accounts and cash
flows for the years then ended.

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 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 Aspen Ridge Apartments Limited Partnership at
December 31, 1996 and 1995 and the results of its operations,
changes in partners' capital accounts and cash flows for the
years then ended in conformity with generally accepted
accounting principles.

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

Omaha, Nebraska
January 23, 1997

KB Parrish C. LLP
Certified Public Accountants
151 North Delaware Street
Suite 160
Indianapolis, IN 46204
(317) 269-2455
FAX (317) 269-2464

Report of Independent Certified Public Accountants

To the Partners of
Briarwood of Dekalb, L.P.
(A Limited Partnership)

We have audited the balance sheets of Briarwood of Dekalb, L.P.
(a limited partnership) as of December 31, 1996 and 1995, and
the related statements of operations, changes in partnership
capital and cash flows for the years then ended.  These
financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by
the Comptroller General of the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material 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 Briarwood of Dekalb, L.P. at December 31, 1996 and
1995, and the results of its operations, changes in partnership
capital, and 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 March 7, 1997 on our consideration of the
partnership's internal control structure, a report dated March
7, 1997 on its compliance with specific requirements applicable
to Affirmative Fair Housing, and a report dated March 7, 1997
on its compliance with laws and regulations.

Respectfully Submitted,


K. B. Parrish & Co. LLP
Certified Public Accountants

Indianapolis, Indiana
March 7, 1997
CRISP
HUGHES
& CO., L.L.P.
Certified Public Accountants and Consultants


Independent Auditors' Report


To The Partners
Briarwood Apartments, A Limited Partnership

We have audited the accompanying balance sheet of Briarwood
Apartments, A Limited Partnership as of December 31, 1996 and
1995, and the related statements of operations, changes in
partners' capital and cash flows for the years ended December
31, 1996 and 1995.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In accordance with Government Auditing Standards, we have also
issued a report dated February 11, 1997 on our consideration of
Briarwood Apartments, A Limited Partnership's internal control
structure and a report dated February 11, 1997 on its
compliance with laws and regulations.


February 11, 1997

DIMARCO, ABIUSI & PASCARELLA
CERTIFIED PUBLIC ACCOUNTAN-FS, P.C.

Philip Abiusi
L. Richard Pascarella
Nakho Sung
Leo N. Bonfardeci
Carl T. Greco
Michael A. Mammolito
David R. Snyder
Charles R. Petty
Scott J. Martin

The Clinton Exchange
4 Clinton Square, Suite 104
Syracuse, New York 13202-1074
Phone (315) 475-6954
Fax (315) 475-2937

INDEPENDENT AUDTTORS' REPORT
To The Partners
CAIRO HOUSING COMPANY IEast Syracuse, New YorkWe have audited
the accompanying balance sheets of Cairo Housing Company I (a
Limited Partnership) 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 General Partners.  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 the partners, 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 Cairo Housing Company I as of December 31, 1996 and
1995, and the results of its operations and cash flows for the
years then ended in conformity with generally accepted
accounting principles.

DIMARCO, ABIUSI & PASCARELLA, P.C.

Syracuse, New York
February 7, 1997


CREELMAN SMITH, P.c.
CERTIFIED PUBLIC ACCOUNTANTS
To the PartnersCambridge Family YMCA Affordable HousingLimited
PartnershipCambridge, MassachusettsREPORT OF INDEPENDENT
AUDITORSWe have audited the accompanying balance sheet of
Cambridge Family YMCA Affordable Housing Limited Partnership (A
Massachusetts limited partnership) as of December 31, 1996, and
the related statements of operations, changes in partners'
equity (deficit) and cash flows for the year then ended.  These
financial statements are the responsibility of the 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 misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by the general partner, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Cambridge Family YMCA Affordable Housing Limited
Partnership as of December 31, 1996, and the results of its
operations, changes in partners, equity (deficit) and cash
flows for the year then ended in conformity with generally
accepted accounting principles.

Creelman & Smith, P.C.
Certified Public Accountants


Boston, Massachusetts
January 13, 1997

CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS


INDEPENDENT AUDITORS' REPORT


To the Partners
Crofton Associates I, Limited Partnership

We have audited the accompanying balance sheets of Crofton
Associates I, Limited Partnership, FmHA Project No.: 20-024-
0621467587 as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash
flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the 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 Crofton Associates I, Limited Partnership, FmHA
Project No.: 20-0240621467587 as of December 31, 1996 and 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 for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information as listed in the table of contents is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.


Jackson, Tennessee
February 7, 1997

 
Matthews, Hearon & Cutrer
CERTIFIED PUBLIC ACCOUNTANTS

J. Erik Hearon, CPA
Brett C. Matthews, CPA
J. Raliegh Cutrer, CPA
Charles R. Lindsay, Jr., CPA
Tammy L. Burney, CPA
A. Joseph Tommasini, CPA
Elizabeth Hulen Barr, CPA

Members
American Institute of
Certified Public Accountants

Mississippi Society of
Certified Public Accountants

National Litigation
Support Services Association


INDEPENDENT AUDITOR'S REPORT

To the Partners
Cypress Point, LP

We have audited the accompanying balance sheet of Cypress
Point, LP (a Florida limited partnership), as of December 31,
1996 and the related statements of operations, partners'
capital and cash flows for the years then ended.  These
financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Cypress Point, LP, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Jackson, Mississippi
January 29, 1997

CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners
Gallaway Associates I, Limited Partnership

We have audited the accompanying balance sheets of Gallaway
Associates I, Limited Partnership, FmHA Project No.: 48-024-
621474763 as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash
flows for the years then ended.  These financial statements are
the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards and Government Auditing Standards, issued by
the Comptroller General of the United States.  Those standards
require that we plan and perform the 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 Gallaway Associates I, Limited Partnership, FmHA
Project No.: 48-024621474763 as of December 31, 1996 and 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 for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information as listed in the table of contents is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated February 6, 1997 on our consideration of
the limited partnership's internal control structure and a
report dated February 6, 1997 on its compliance with laws and
regulations.

CRAIN & COMPANY
Certified Public Accountants

Jackson, Tennessee
February 6, 1997

Ruljancich
Blume
Loveridge & Co., PLLC
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Glenridge Housing Associates, a Washington Limited Partnership
Bellevue, Washington

We have audited the accompanying balance sheets of Glenridge
Housing Associates, a Washington Limited Partnership, as of
December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity (deficit) and cash
flows for the years then ended.  These financial statements are
the responsibi1ity 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 Comptrol1er General of the United States.  Those standards
require that we plan and perform an 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 Glenridge Housing Associates, a Washington 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 27, 1997 on our consideration of
the Partnership's internal control structure and a report dated
January 27, 1997 on its compliance with laws and regulations.

January 27, 1997


CRAIN
& COMPANY
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Hickman Associates II, Limited Partnership

We have audited the accompanying balance sheets of Hickman
Associates II, Limited Partnership, FmHA Project No.: 20-038-
621451228 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 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 Hickman Associates II, Limited Partnership, FmHA
Project No.: 20-038621451228 as of December 31, 1996 and 1995,
and the results of its operations, changes in partners' equity
and cash flows for the years then ended in conformity with
generally accepted accounting principles.

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

CRAIN & COMPANY

Jackson, Tennessee
February 7, 1997

THOMAS C. CUNNINGHAM, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201
(540) 669-5531 (540)669-5576 fax

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lee Terrace Limited Partnership

I have audited the accompanying balance sheets of Lee Terrace
Limited Partnership, FmHA Case No.: 54-064-0541632971, as of
December 31, 1996 and 1995 and the related statement of
operations for the year ended December 31, 1996 and for the
period January 6, 1995 to December 31, 1995 and the related
statements of partners' equity and cash flows for the years
ended December 31, 1996 and 1995.  These financial statements
are the responsibility of the Partnership's management.  My
responsibility is to express an opinion on these financial
statements based on my audits.

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

In my opinion, the financial statements referred to above
present fairly, in all Material respects, the financial
position of Lee Terrace Limited Partnership, as of December 31,
1996 and 1995 and the results of its operations for the year
ended December 31, 1996 and for the period January 6, 1995 to
December 31, 1995, the changes in partners' equity and cash
flows for the years ended December 31, 1996 and 1995 in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page 16 is presented for purposes
of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to
the audit procedures applied in the audits of the basic
financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Lee Terrace Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with
laws and regulations applicable to the financial statements.
Thomas C. Cunningham, CPA PC
February 15, 1997
PAGE
OLSON &
COMPANY P C

Independent Auditor's Report


January 31, 1997

To the Partners
Midland Housing Limited Partnership

We have audited the accompanying balance sheets of Midland
Housing 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 Midland Housing Limited Partnership as of December
3 11 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 audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on page 13 is presented for the
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

DURANT, SCHRAIBMAN & LINDSAY
Certified Public Accountants


INDEPENDENT ACCOUNTANT'S REPORT

To the Partners
Oakwood Manor of Bennettsville, A Limited Partnership
Columbia, South Carolina

We have audited the accompanying balance sheets of Oakwood
Manor of Bennettsville, A Limited Partnership (A South Carolina
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 audit.

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

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

January 28, 1997
DUGGAN, JOINER,
BIRKENMEYER,
STAFFORD & FURMAN, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

January 17, 1997

To the Partners
Palmetto Properties, Ltd.

We have audited the accompanying basic financial statements of
Palmetto Properties, Ltd., as of and for the years ended
December 31, 1996 and 1995 as listed in the table of contents.
These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the basic financial statements referred to
above present fairly, in all material respects, the financial
position of Palmetto Properties, Ltd. 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 audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
additional information as listed in the table of contents is
presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such
information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

Duggan, Joiner, Birkenmeyer,
Stafford & Furman, P.A.
Certified Public Accountants
TAMA AND BUDAJ, P.C.
Certified Public Accountants
32783 Middlebelt Road
Farmington Hills, Michigan 48334-1726
(810) 626-3800
Fax No. (810) 626-2276

Independent Auditor's Report

To the Partners of
Park Place II, Ltd.

We have audited the accompanying balance sheet of PARK PLACE
II, LTD. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity (deficit)
and cash flows for the years then ended.  These financial
statements are the responsibility of the general partner and
management of the partnership.  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 PARK PLACE II, LTD., 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 audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
accompanying information listed in the table of contents is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements.  This
accompanying information is the responsibility of the
partnership's management.  Such information, except for the
portion marked "unaudited" on which we express no opinion, has
been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is
fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.

TAMA AND BUDAJ, P.C.

Farmington Hills, Michigan
January 31, 1997
TAMA AND BUDAJ, P.C.
Certified Public Accountants
32783 Middlebelt Road
Farmington Hills, Michigan 48334-1726
(810) 626-3800
Fax No. (810) 626-2276

Independent Auditor's Report

To the Partners of
Seabreeze Manor RRH, Ltd.

We have audited the accompanying balance sheet of SEABREEZE
MANOR RRH, LTD. as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity
(deficit) and cash flows for the year ended December 31, 1996
and for the period January 10, 1995 (date operational) to
December 31, 1995.  These financial statements are the
responsibility of the general partner and management of the
partnership.  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 SEABREEZE MANOR RRH, LTD., as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the
year ended December 31, 1996 and for the period January 10,
1995 (date operational) to December 31, 1995 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
accompanying information listed in the table of contents is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements.  This
accompanying information is the responsibility of the
partnership's management.  Such information, except for the
portion marked "unaudited" on which we express no opinion, has
been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is
fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.

TAMA AND BUDAJ,  P.C.


Farmington Hills, Michigan
January 31, 1997
DIMARCO, ABIUSI & PASCARELLA

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

Philip Abiusi
L. Richard Pascarella
Nakho Sung
Leo N. Bonfardeci
Carl T. Greco
Michael A. Mammolito
David R. Snyder
Charles R. Petty
Scott J. Martin

The Clinton Exchange4 Clinton Square, Suite 104
Syracuse, New York 13202-1074
Phone (315) 475-6954
Fax (315) 475-2937
INDEPENDENT AUDTTORS' REPORT
To The Partners
VOORHEESVILLE HOUSING COMPANY I
Voorheesville, New  York

We have audited the accompanying balance sheets of
Voorheesville Housing Company I (a Limited Partnership) as of
December 31, 1996 and 1995, and the related statements f
income, partners' capital and cash flows for the years then
ended.  These statements are the responsibility of the General
Partners.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, 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 partners, 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 Voorheesville Housing Company I as of December 31,
1996 and 1995, and the results of its operations and cash flows
for the years then ended, in conformity with generally accepted
accounting principles.


DIMARCO, ABIUSI & PASCARELLA, P.C.

Syracuse, New York
February 7, 1997
RAYMOND, BROUSSARD & BROWN
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS

2616 Toulon Drive
Baton Rouge, Louisiana 70816
Telephone: (504) 292-9211
Fax: (504) 292-0727

Independent Auditor's Report

To The Partners
White Castle Senior Citizens Partnership, Ltd.

We have audited the accompanying balance sheets of White Castle
Senior Citizens Partnership, Ltd., RHS Project No.: 22-024-
721149468, 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 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 White Castle Senior Citizens Partnership, Ltd. as
of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental. information on page 15 is presented for the
purpose of additional analysis and is not a required part of
the basic financial statements.  The supplementary information
presented in the Year End Report and Analysis (Form RHS 1930-8)
Parts I through III and in the Multiple Family Housing Project
Budget (Form RHS 19307) Parts I through V for the year ended
December 31, 1996, is presented for purposes of complying with
the requirements of the Rural Housing Services and is also not
a required part of the basic financial statements.  Such
information has been subjected to the audit procedures applied
in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
Baton Rouge, Louisiana
February 15, 1997
McGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants


INDEPENDENT AUDITOR'S REPORT

To the Partners
Brewer Street Apartments Limited Partnership
Winston-Salem, North Carolina

We have audited the accompanying balance sheets of Brewer
Street Apartments Limited Partnership as of December 31, 1995
and 1994, and the related statements of income, 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 Brewer Street 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.


Greensboro, North Carolina
January 23, 1996
Coopers
&Lybrand
a professional services firm


Report of Independent Accountants

To the Partners
College Greene Rental Associates, L.P.

We have audited the accompanying balance sheet of College
Greene Rental Associates, L.P. (A Limited Partnership), as of
December 31, 1995, and the related statements of operations and
partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our 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 College Greene Rental Associates, L.P., as of
December 31, 1995, and the results of its operations and its
cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Rochester, New York
February 22, 1996
Coopers
&Lybrand
a professional services firm


Report of Independent Accountants

To the Partners
Mt. Vernon Associates, L.P.

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

Rochester, New York
March 12, 1996
RAJEEV RAJ
Certified Public Accountant


INDEPENDENT AUDITOR'S REPORT

To the Partners of
Chelsea Square Development Limited Partnership

I have audited the accompanying balance sheet of Chelsea Square
Development Limited Partnership (A Development Stage and a
Massachusetts limited partnership) as of December 31, 1996, and
the related statements of operations, changes in partners'
capital, and cash flows for the year then ended.  These
financial statements are the responsibility of the general
partner.  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 the general partner, as well
as evaluating the overall financial statement presentation.  I
believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Chelsea Square Development 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.

February 1, 1997

Rajeev Raj C.P.A.
Tel: (508) 660-2592
1600 Providence Highway
Fax: (508) 660-1569
Walpole, MA O2081
STIENESSEN - SCHLEGEL & CO.
LIMITED LIABILITY COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners
Glen Place Apartments Limited Partnership

We have audited the accompanying balance sheets of Glen Place
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 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 Glen Place Apartments Limited Partnership, as of
December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity, and cash flows for the years then
ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The
supplemental information on pages 14 and 15 is presented for
purposes of additional analysis and is not a required part of
the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.

January 15, 1997







2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE; WI S4702-
0810 -
PHONE (715) 832-3425 - FAX (715) 832-1665

Plante & Moran, LLP
Certified Public Accountants - Management Consultants
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500
517-332-6200   Fax 517-332-8502

To the Partners
Lakeview Meadows II Limited
Dividend Housing Association
Limited Partnership

We have audited the accompanying balance sheet of Lakeview
Meadows II Limited Dividend Housing Association Limited
Partnership (a Michigan limited partnership), MSHDA Development
No. 905, for the years ended December 31,,1996 and 1995, and
the related statements of profit and loss, partners' equity,
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also
issued a report dated February 12, 1997, on our consideration
of the Partnership's internal control structure and a report
dated February 12, 1997,. on its compliance with laws and
regulations.



February 12, 1997



A member of Moores Rowland International

Rosenberg, Rich, Baker, Berman & Company
A Professional Association of CPAs
380 Foothill Road - P.O. Box 6483
Bridgewater, NJ  08807-0483
908-231-1000   Fax 908-231-6894
E-mail:  [email protected]
Other Offices:
195 Maplewood Avenue
Maplewood, NJ 07040
201-763-6363   Fax 201-763-4430

Splugenstrasse 10
CH-8002
Zurich, Switzerland
011-41-1-202-4742   Fax 011-41-1-202-4744

P.O. Box 61
Grand Cayman, Cayman Islands
809-949-4244   Fax 809-949-8635

Kalman A. Barson, CPA     Kenneth A. Berman, CPA
Barry D. Kopp, CPA        Frank S. LaForgia, CPA
Alvin P. Levine, CPA      Aaron A.  Rich, CPA
David N. Roth, CPA        Carl S. Schwartz, CPA
Nicholas L. Truglio, CPA  Steven J. Truppo, CPA

Howard Baker, CPA         Daniel M. Brooks, CPA
Leonard M. Friedman, CPA  Dorvin M. Rosenberg, CPA

INDEPENDENT AUDITORS' REPORT

To the Partners
Parvin's Limited Partnership

We have audited the accompanying balance sheets of Parvin's
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 Parvin's
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 audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on page 9 is presented for purposes of additional analysis
and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.





Bridgewater, New Jersey
January 15, 1997


American Institute Of CPAs - Sec Practice Section - Private Companies
Practice Section - National Associated CPA Firms - Independent
Accountants International

REGARDIE, BROOKS & LEWIS
CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS

JEROME P. LEWIS, CPA
JESSE A. KAISER CPA
NATHAN J. ROSEN. CPA
PAUL J. GNATT, CPA
CELSO I MATAAC, JR., CPA
PHILIP R. BAKER, CPA
DOUGLAS A. DOWLING, CPA
BRIAN J. GIGANTI, CPA

7101 WISCONSIN AVENUE
BETHESDA, MARYLAND 20814
TEL (301) 654-9000
FAX (301) 656-3056

INDEPENDENT AUDITOR'S REPORT

February 21, 1997

To the Partners
Peach Tree Limited Partnership
Bethesda, Maryland

We have audited the accompanying balance sheets of Peach Tree Limited
Partnership as of December 31, 1996 and 1995, and the related
statements of income, partnership 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, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program handbook, dated December
1989.  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 Peach Tree
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
our reports dated February 21, 1997 on our consideration of Peach Tree
Limited Partnership's internal control structure and on its compliance
with laws and regulations.

Certified Public Accountants
Boothe, Vassar, Fox, and Fox
1001 East Farm Road 700
Big Spring , Texas 79720
915-263-1324
FAX 9 1 5-263-2124


INDEPENDENT AUDITORS' REPORT

To the Partners
Ponderosa Meadows, LTD.  Limited Partnership

We have audited the accompanying balance sheets of Ponderosa Meadows,
LTD.  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
audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ponderosa
Meadows, LTD.  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 issued by the
Comptroller General of the United States, we have also issued a report
dated January 29, 1997, on our consideration of Ponderosa Meadows,
Ltd.  Limited Partnership's internal control structure and a report
dated January 29, 1997, on its compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The accompanying
supplementary information shown on Pages 19 through 21 is presented
for purposes of additional analysis and is not a required part of the
basic financial statements of the Partnership.  Such information has
been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.

BOOTHE, VASSAR, FOX AND FOX
January 29, 1997
Big Spring, Texas
GWEN WARD, P.C.
Certified Public Accountant
609 University Drive
Fort Worth, Texas 75107
(817) 336-5880


Independent Auditor's Report

To the Partners of
Rio Grande Apartments, Ltd.
Eagle Pass, Texas

I have audited the accompanying balance sheet of Rio Grande
Apartments, Ltd. as of December 31, 1996 and 1995 the related
statements of operations, partners' equity (deficit) and cash flows
for the years then ended.  These financial statements are the
responsibility of the partnerships management.  My responsibility is
to ex-cress an opinion on these financial statements based on my
audits.

I conducted my audits 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 audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Rio Grande
Apartments, Ltd. as of December 31, 1996 and 1995 and the results of
its operations, changes in partners, equity (deficit) and cash flows
for the years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on pages I-17 and I-18 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in my opinion, is
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
                       
Fort worth, Texas
March 11, 1997

HOWE & ASSOCIATES, PC
CERTIFIED PUBLIC ACCOUNTANTS
104 EAST BROADWAY
COLUMBIA, MO 65203
February 13, 1997



INDEPENDENT AUDITOR'S REPORT


Partners
TROY ESTATES, LP

We have audited the accompanying balance sheet and the related
statements of income, owner's equity and cash flow 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 from 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 and results
of operations and cash flows of the Partnership for the years then
ended in conformity with generally accepted accounting principles.

Howe and Associates, PC

Martin A. Starr, C.P.A.

INDEPENDENT AUDITOR'S REPORT

To the Partners
Virginia Avenue Affordable Housing Limited Partnership

We have audited the accompanying balance sheets of Virginia Avenue
Affordable Housing Limited Partnership as of December 31, 1996 arid
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.  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 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 refereed to above present
fairly, in all material respects, the financial position of Virginia
Avenue Affordable Housing Limited Partnership as of December 3l, 1996
and 1995, and the results of its operations, the changes in partners'
equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
on page 14 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in my opinion, is fairly stated in
a11 material respects in relation to basic financial statements taken
as a whole.

Martin A. Starr
Certified Public Accountant
February 5, l997

4260 Truxtun Avenue, Ste. 140, Bakersfield, CA 93309
805-635-3185 FAX 805-635-3190

Boothe, Vassar, Fox and Fox
Certified Public Accountants
1001 East Farm Road 700
Big Spring, Texas 79720
915-263-1324
FAX 915-263-2124

INDEPENDENT AUDITORS'REPORT

To the Partners
Vista Loma Apartments Limited Partnership

We have audited the accompanying balance sheets of Vista Loma
Apartments Limited Partnership as of December 3 1, 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 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 Vista Loma
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.

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, we have also issued a report
dated January 29, 1997, on our consideration of Vista Loma Apartments
Limited Partnership's internal control structure and a report dated
January 29, 1997, on its compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The accompanying
supplementary information shown on Pages 19 through 21 is presented
for purposes of additional analysis and is not a required part of the
basic financial statements of the Partnership.  Such information has
been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.

BOOTHE, VASSAR, FOX AND FOX
January 29, 1997
Big Spring, Texas
RAJEEV RAJ
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT

To the Partners of
Chelsea Square Development Limited Partnership

I have audited the accompanying balance sheet of Chelsea Square
Development Limited Partnership (A Development Stage and a
Massachusetts limited partnership) as of December 31, 1995, and the
related statements of operations, changes in partners' capital, and
cash flows for the year then ended.  These financial statements are
the responsibility of the general partner.  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 the general partner,
as well as evaluating the overall financial statement presentation.  I
believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Chelsea
Square Development 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.

January 31 1996                                       1   '

Rajeev Raj C.P.A.
1600 Providence Highway
Walpole, MA 02081
Tel: (508) 660-2592
Fax: (508) 660-1569
WALLACE SANDERS& COMPANY
Crosspoint Atrium
8131 LBJ Freeway, Suite 875
Dallas, Texas 75251
Tel. 972/690-6301
Fax 972/669-3462


Independent Auditors' Report

To the Partners of
Community Dynamics - Fort Worth, Ltd.

We have audited the accompanying balance sheets of Community Dynamics
- - Fort Worth, Ltd., 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
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 Community
Dynamics - Fort Worth, Ltd., 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 audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 16 and 17 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the 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.

February 11, 1997


WALLACE SANDERS& COMPANY
Crosspoint Atrium
8131 LBJ Freeway, Suite 875
Dallas, Texas 75251
Tel. 972/690-6301
Fax 972/669-3462


Independent Auditors' Report

To the Partners of
Community Dynamics - Plano, Ltd.

We have audited the accompanying balance sheets of Community Dynamics
- - Plano, Ltd., 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
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 Community
Dynamics - Plano, Ltd., 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 audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 16 and 17 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the 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.

February 11, 1997
ARTHUR ANDERSEN LLP



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
  Jefferson Square, Ltd.:

We have audited the accompanying balance sheets of JEFFERSON SQUARE,
LTD. (a Colorado limited partnership) as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
accounts 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 assess -mg 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 Jefferson
Square, Ltd. 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.


Denver, Colorado
February 12,1997


GRAHAM CARTER
& JENNINGS, PLC
CERTIFIED PUBLIC ACCOUNTANTS

Harold D. Carter
(1931-1993)

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


Independent Auditor's Report

To the Partners
Madison Limited Partnership

We have audited the accompanying balance sheets of Madison Limited
Partnership (a Virginia limited partnership), FmHA Project No.: 54-068-
0541436875 as of December 31, 1995 and 1994, and the related
statements of operations, partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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 Madison
Limited Partnership, FMHA Project No.: 54-068-0541436875 as of
December 31, 1995 and 1994, and the results of its operations, the
changes in partners' capital and cash flows for the years then ended
in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 13 and 14 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

February 26, 1996

Scarbrough
& Associates
Certified Public Accountants
For the financial solutions
You need to succeed


INDEPENDENT AUDITORS'REPORT

To the Partners
Northpointe, L.P.

We have audited the accompanying balance sheets of Northpointe, L.P.
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, the financial statements referred to above present
fairly, in all material respects, the financial position of
Northpointe, L.P. as of December 31, 1996 and 1995, and the results of
its operations, changes in partners' equity (deficit) and cash flows
for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 14 and 15 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the 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.

Scarbrough & Associates, L.L.C.
March 10, 1997
5500 NORTH OAK, SUITE 203
KANSAS CITY, MO 64118
FAX: (816) 455-5100
(816 ) 452-4272
Ruljancich
Blume
Loveridge & CO., PLLC
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Wedgewood Lane Associates, a Washington Limited Partnership
Bellevue, Washington

We have audited the accompanying balance sheets of Wedgewood Lane
Associates, a Washington Limited Partnership, as of December 31, 1996,
and 1995, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  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 Comptrol1er
General of the United States.  Those standards require that we plan
and perform an 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 Wedgewood
Lane Associates, a Washington 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 29, 1997, on our consideration of the
Partnership's internal control structure and a report, dated January
29, 1997, on its compliance with laws and regulations.


January 29, 1997



<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                         BALANCE SHEETS

                    March 31, 1998 and 1997

<TABLE>

Total

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

1998               1997

- ----------------   ----------------
<S>
<C>                <C>
                                                    ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D)
$    121,032,270   $    134,386,913

OTHER ASSETS

   Cash and cash equivalents (notes A and I)
1,653,522          3,925,706

   Investments available for sale (notes A and B)
2,970,867          1,393,309

   Notes receivable (note E)
2,056,333          2,081,333

   Deferred acquisition costs, net of accumulated amortization (notes
A
      and C)
1,681,137          1,757,808

   Organization costs, net of accumulated amortization (note A)
67,358            220,083

   Other assets (note F)
1,728,300          2,080,483

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

$    131,189,787   $    145,845,635

===============    ===============
                                       LIABILITIES AND PARTNERS'
CAPITAL

LIABILITIES

   Accounts payable and accrued expenses
$          4,553   $          4,681

   Accounts payable - affiliates (note C)
8,703,412          6,579,726

   Capital contributions payable (note D)
2,726,063          3,765,854

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

11,434,028         10,350,261

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

PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of  22,000,000
          authorized beneficial assignee certificates (BACs), $10
stated
          value per BAC, 21,996,102 issued and outstanding to the
          assignees at March 31, 1998 and 1997
- -                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 21,996,102 issued and
          outstanding at March 31, 1998 and 1997
120,447,861        136,032,541
   General partner
(692,102)          (534,681)

   Unrealized loss on securities available for sale, net
- -             (2,486)

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

119,755,759        135,495,374

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

$    131,189,787   $    145,845,635

===============    ===============
</TABLE>

                          (continued)

                              F-5
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                   BALANCE SHEETS - CONTINUED

                    March 31, 1998 and 1997

<TABLE>

Series 15

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

1998               1997

- ---------------    ---------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D)
$     16,246,406   $     18,675,081

OTHER ASSETS

   Cash and cash equivalents (notes A and I)
156,717            246,845

   Investments available for sale (notes A and B)
125,000                  -

   Notes receivable (note E)
110,000            135,000

   Deferred acquisition costs, net of accumulated amortization (notes
A
      and C)
257,535            268,047

   Organization costs, net of accumulated amortization (note A)
- -                  -

   Other assets (note F)
473,086            475,563

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

$     17,368,744   $     19,800,536

===============    ===============
                               LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable and accrued expenses
$          1,145   $          1,144

   Accounts payable - affiliates (note C)
2,360,745          1,812,693

   Capital contributions payable (note D)
32,922            178,680

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

2,394,812          1,992,517

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

PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 22,000,000
          authorized beneficial assignee certificates (BACs), $10
stated
          value per BAC, 3,870,500 issued and outstanding to the
          assignees at March 31, 1998 and 1997
- -                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 3,870,500 issued and
          outstanding at March 31, 1998 and 1997
15,156,864         17,962,610
   General partner
(182,932)          (154,591)

   Unrealized gain on securities available for sale, net
- -                  -

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

14,973,932         17,808,019

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

$     17,368,744   $     19,800,536

===============    ===============
</TABLE>

                          (continued)

                                                      F-6
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                   BALANCE SHEETS - CONTINUED

                    March 31, 1998 and 1997

<TABLE>

Series 16

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

1998                1997

- ---------------     ---------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D)
$     30,777,843   $      33,987,844

OTHER ASSETS

   Cash and cash equivalents (notes A and I)
199,558           1,183,424

   Investments available for sale (notes A and B)
1,000,758             283,537

   Notes receivable (note E)
- -                   -

   Deferred acquisition costs, net of accumulated amortization (notes
A
      and C)
412,871             429,721

   Organization costs, net of accumulated amortization (note A)
- -              44,630

   Other assets (note F)
72,210               8,790

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

$     32,463,240   $      35,937,946

===============     ===============
                               LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable and accrued expenses
$              -   $               -

   Accounts payable - affiliates (note C)
2,235,091           1,743,106

   Capital contributions payable (note D)
145,311             155,225

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

2,380,402           1,898,331

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

PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of  22,000,000
          authorized beneficial assignee certificates (BACs), $10
stated
          value per BAC, 5,429,402 issued and outstanding to the
          assignees at March 31, 1998 and 1997
- -                   -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 5,429,402 issued and
          outstanding at March 31, 1998 and 1997
30,248,618          34,166,449
   General partner
(165,780)           (126,206)

   Unrealized loss on securities available for sale, net
- -                (628)

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

30,082,838          34,039,615

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

$     32,463,240   $      35,937,946

===============     ===============
</TABLE>

                          (continued)

                              F-7
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                   BALANCE SHEETS - CONTINUED

                    March 31, 1998 and 1997

<TABLE>

Series 17

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

1998               1997

- ---------------    ---------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D)
$     27,762,778   $     30,804,793

OTHER ASSETS

   Cash and cash equivalents (notes A and I)
388,024            539,185

   Investments available for sale (notes A and B)
- -                  -

   Notes receivable (note E)
1,409,982          1,409,982

   Deferred acquisition costs, net of accumulated amortization (notes
A
      and C)
373,197            396,522

   Organization costs, net of accumulated amortization (note A)
10,804             50,533

   Other assets (note F)
1,121,814          1,329,684

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

$     31,066,599   $     34,530,699

===============    ===============
                               LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable and accrued expenses
$              -   $              -

   Accounts payable - affiliates (note C)
2,159,306          1,593,932

   Capital contributions payable (note D)
1,367,195          1,844,259

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

3,526,501          3,438,191

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

PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 22,000,000
          authorized beneficial assignee certificates (BACs), $10
stated
          value per BAC, 5,000,000 issued and outstanding to the
          assignees at March 31, 1998 and 1997
- -                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 5,000,000 issued and
          outstanding at March 31, 1998 and 1997
27,694,376         31,211,262
   General partner
(154,278)          (118,754)

   Unrealized gain on securities available for sale, net
- -                  -

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

27,540,098         31,092,508

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

$     31,066,599   $     34,530,699

===============    ===============
</TABLE>

                          (continued)

                              F-8
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                   BALANCE SHEETS - CONTINUED

                    March 31, 1998 and 1997

<TABLE>

Series 18

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

1998               1997

- ---------------    ---------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D)
$     20,921,603   $     23,513,680

OTHER ASSETS

   Cash and cash equivalents (notes A and I)
301,444            766,409

   Investments available for sale (notes A and B)
474,000            173,619

   Notes receivable (note E)
536,351            536,351

   Deferred acquisition costs, net of accumulated amortization (notes
A
      and C)
280,569            291,983

   Organization costs, net of accumulated amortization (note A)
18,772             49,526

   Other assets (note F)
44,622             41,564

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

$     22,577,361   $     25,373,132

===============    ===============
                               LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable and accrued expenses
$              -   $            129

   Accounts payable - affiliates (note C)
1,048,041            741,114

   Capital contributions payable (note D)
717,635            755,887

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

1,765,676          1,497,130

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

PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 22,000,000
          authorized beneficial assignee certificates (BACs), $10
stated
          value per BAC, 3,616,200 issued and outstanding to the
          assignees at March 31, 1998 and 1997
- -                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 3,616,200 issued and
          outstanding at March 31, 1998 and 1997
20,913,795         23,947,845
   General partner
(102,110)           (71,463)

   Unrealized loss on securities available for sale, net
- -               (380)

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

20,811,685         23,876,002

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

$     22,577,361   $     25,373,132

===============    ===============
</TABLE>

                          (continued)

                              F-9
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                   BALANCE SHEETS - CONTINUED

                    March 31, 1998 and 1997

<TABLE>

Series 19

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

1998               1997

- ---------------    ---------------
<S>
<C>                <C>
                                            ASSETS

INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D)
$     25,323,640   $     27,405,515

OTHER ASSETS

   Cash and cash equivalents (notes A and I)
607,779          1,189,843

   Investments available for sale (notes A and B)
1,371,109            936,153

   Notes receivable (note E)
- -                  -

   Deferred acquisition costs, net of accumulated amortization (notes
A
      and C)
356,965            371,535

   Organization costs, net of accumulated amortization (note A)
37,782             75,394

   Other assets (note F)
16,568            224,882

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

$     27,713,843   $     30,203,322

===============    ===============
                               LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

   Accounts payable and accrued expenses
$          3,408   $          3,408

   Accounts payable - affiliates (note C)
900,229            688,881

   Capital contributions payable (note D)
463,000            831,803

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

1,366,637          1,524,092

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

PARTNERS' CAPITAL (note A)
   Assignor limited partner

      Units of limited partnership interest consisting of 22,000,000
          authorized beneficial assignee certificates (BACs), $10
stated
          value per BAC, 4,080,000 issued and outstanding to the
          assignees at March 31, 1998 and 1997
- -                  -
   Assignees

      Units of beneficial interest of the limited partnership interest
          of the assignor limited partner, 4,080,000 issued and
          outstanding at March 31, 1998 and 1997
26,434,208         28,744,375
   General partner
(87,002)           (63,667)

   Unrealized loss on securities available for sale, net
- -             (1,478)

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

26,347,206         28,679,230

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

$     27,713,843   $     30,203,322

===============    ===============
</TABLE>

               See notes to financial statements

                             F-10
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                    STATEMENTS OF OPERATIONS

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Total

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income

   Interest income                                     $
341,565   $        555,991   $      1,034,800

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

Share of losses from operating limited partnerships
   (note A)
(13,145,436)       (15,051,842)*      (14,435,496)

- ---------------    ---------------    ---------------
Expenses

   Professional fees
212,668            290,823            277,646

   Partnership management fee (note C)
2,092,597          2,253,062          2,399,311

   Amortization (note A)
229,396            246,638            246,807

   General and administrative expenses (note C)
403,569            419,849            389,851

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

2,938,230          3,210,372          3,313,615

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

      NET LOSS (note A)                                $
(15,742,101)  $    (17,706,223)  $    (16,714,311)

===============    ===============    ===============

Net loss allocated to general partner                  $
(157,421)  $       (177,062)  $       (167,142)

===============    ===============    ===============

Net loss allocated to assignees                        $
(15,584,680)  $    (17,529,161)  $    (16,547,169)

===============    ===============    ===============

Net loss per BAC                                       $
(0.71)  $          (0.80)  $          (0.75)

===============    ===============    ===============
</TABLE>
*  Net  of  gain  on  disposal of operating limited partnership
   (Series  16) of $761 during 1997 and (Series 19) of $888,473
   during 1996, respectively.

                          (continued)

                              F-11
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 15

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income

   Interest income                                     $
172,690   $        173,892   $        192,705

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

Share of losses from operating limited partnerships
   (note A)
(2,428,483)        (3,039,112)        (3,201,668)

- ---------------    ---------------    ---------------
Expenses

   Professional fees
51,181             60,084             50,472

   Partnership management fee (note C)
468,703            473,378            499,184

   Amortization (note A)
10,512             36,743             36,843

   General and administrative expenses (note C)
47,898             37,996             43,328

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

578,294            608,201            629,827

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

      NET LOSS (note A)                                $
(2,834,087)  $     (3,473,421)  $     (3,638,790)

===============    ===============    ===============

Net loss allocated to general partner                  $
(28,341)  $        (34,734)  $        (36,388)

===============    ===============    ===============

Net loss allocated to assignees                        $
(2,805,746)  $     (3,438,687)  $     (3,602,402)

===============    ===============    ===============

Net loss per BAC                                       $
(0.72)  $          (0.89)  $          (0.93)

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-12
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 16

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income

   Interest income                                     $
60,331   $         71,599   $        127,067

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

Share of losses from operating limited partnerships
   (note A)
(3,196,773)        (3,052,073)*       (3,778,516)

- ---------------    ---------------    ---------------
Expenses

   Professional fees
58,798             53,174             66,842

   Partnership management fee (note C)
599,941            572,972            646,906

   Amortization (note A)
61,480             61,438             61,532

   General and administrative expenses (note C)
100,744             94,461             82,878

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

820,963            782,045            858,158

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

      NET LOSS (note A)                                $
(3,957,405)  $     (3,762,519)  $     (4,509,607)

===============    ===============    ===============

Net loss allocated to general partner                  $
(39,574)  $        (37,625)  $        (45,096)

===============    ===============    ===============

Net loss allocated to assignees                        $
(3,917,831)  $     (3,724,894)  $     (4,464,511)

===============    ===============    ===============

Net loss per BAC                                       $
(0.72)  $          (0.69)  $          (0.82)

===============    ===============    ===============
</TABLE>
*  Net of gain on disposal of operating limited partnership (Series
16) of $761.

                          (continued)

                              F-13
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 17

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income

   Interest income                                     $
17,342   $         43,090   $         85,172

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

Share of losses from operating limited partnerships
   (note A)
(2,857,430)        (3,504,918)        (3,144,888)

- ---------------    ---------------    ---------------
Expenses

   Professional fees
39,610             78,784             71,386

   Partnership management fee (note C)
498,103            512,189            506,412

   Amortization (note A)
63,054             55,279             55,408

   General and administrative expenses (note C)
111,555            107,688             78,508

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

712,322            753,940            711,714

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

      NET LOSS (note A)                                $
(3,522,410)  $     (4,215,768)  $     (3,771,430)

===============    ===============    ===============

Net loss allocated to general partner                  $
(35,524)  $        (42,158)  $        (37,714)

===============    ===============    ===============

Net loss allocated to assignees                        $
(3,516,886)  $     (4,173,610)  $     (3,733,716)

===============    ===============    ===============

Net loss per BAC                                       $
(0.70)  $          (0.83)  $          (0.75)

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-14
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 18

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income

   Interest income                                     $
34,155   $         46,186   $        139,504

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

Share of losses from operating limited partnerships
   (note A)
(2,589,608)        (2,594,599)        (2,451,672)

- ---------------    ---------------    ---------------
Expenses

   Professional fees
31,410             35,490             40,385

   Partnership management fee (note C)
347,356            326,168            363,632

   Amortization (note A)
42,168             42,167             42,298

   General and administrative expenses (note C)
88,310             83,478             66,451

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

509,244            487,303            512,766

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

      NET LOSS (note A)                                $
(3,064,697)  $     (3,035,716)  $     (2,824,934)

===============    ===============    ===============

Net loss allocated to general partner                  $
(30,647)  $        (30,357)  $        (28,249)

===============    ===============    ===============

Net loss allocated to assignees                        $
(3,034,050)  $     (3,005,359)  $     (2,796,685)

===============    ===============    ===============

Net loss per BAC                                       $
(0.84)  $          (0.83)  $          (0.77)

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-15
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF OPERATIONS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 19

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Income

   Interest income                                     $
57,047   $        221,224   $        490,352

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

Share of losses from operating limited partnerships
   (note A)*
(2,073,142)        (2,861,140)        (1,858,752)

- ---------------    ---------------    ---------------
Expenses

   Professional fees
31,669             63,291             48,561

   Partnership management fee (note C)
178,494            368,355            383,177

   Amortization (note A)
52,182             51,011             50,726

   General and administrative expenses (note C)
55,062             96,226            118,686

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

317,407            578,883            601,150

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

      NET LOSS (note A)                                $
(2,333,502)  $     (3,218,799)  $     (1,969,550)

===============    ===============    ===============

Net loss allocated to general partner                  $
(23,335)  $        (32,188)  $        (19,695)

===============    ===============    ===============

Net loss allocated to assignees                        $
(2,310,167)  $     (3,186,611)  $     (1,949,855)

===============    ===============    ===============

Net loss per BAC                                       $
(0.57)  $          (0.78)  $          (0.48)

===============    ===============    ===============
</TABLE>
*  Net of gain on disposal of operating limited
   partnership (Series 19) of $888,473.

               See notes to financial statements

                                                     F-16
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Unrealized gain

(loss) in

securities

available for
               Total                     Assignees       General
partner       sale, net            Total
- ----------------------------------   ---------------
- ---------------    ---------------     --------------
<S>                                  <C>                <C>
<C>                <C>
Partners' capital (deficit), March
   31, 1995                         $    170,108,871   $
(190,477)  $       (102,691)  $    169,815,703

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -            114,621            114,621

Net loss                                 (16,547,169)
(167,142)                 -        (16,714,311)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1996                              153,561,702
(357,619)            11,930        153,216,013

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -            (14,416)           (14,416)

Net loss                                 (17,529,161)
(177,062)                 -        (17,706,223)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1997                              136,032,541
(534,681)            (2,486)       135,495,374

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -              2,486              2,486

Net loss                                 (15,584,680)
(157,421)                 -        (15,742,401)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1998                         $    120,447,861   $
(692,102)  $              -   $    119,755,759
                                     ===============
===============    ===============    ===============
</TABLE>

                          (continued)

                              F-17
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Unrealized gain

(loss) in

securities

available for
             Series 15                   Assignees       General
partner       sale, net            Total
- ----------------------------------   ---------------
- ---------------    ---------------     --------------
<S>                                  <C>                <C>
<C>                <C>
Partners' capital (deficit), March
   31, 1995                         $     25,003,699   $
(83,469)  $            187   $     24,920,417

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -                162                162

Net loss                                  (3,602,402)
(36,388)                 -         (3,638,790)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1996                               21,401,297
(119,857)               349         21,281,789

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -               (349)              (349)

Net loss                                  (3,438,687)
(34,734)                 -         (3,473,421)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1997                               17,962,610
(154,591)                 -         17,808,019

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -                  -                  -

Net loss                                  (2,805,746)
(28,341)                 -         (2,834,087)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1998                         $     15,156,864   $
(182,932)  $              -   $     14,973,932
                                     ===============
===============    ===============    ===============
</TABLE>

                          (continued)

                              F-18
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Unrealized gain

(loss) in

securities

available for
             Series 16                   Assignees       General
partner       sale, net            Total
- ----------------------------------   ---------------
- ---------------    ---------------     --------------
<S>                                  <C>                <C>
<C>                <C>
Partners' capital (deficit), March
   31, 1995                         $     42,355,854   $
(43,485)  $        (67,388)  $     42,244,981

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -             68,305             68,305

Net loss                                  (4,464,511)
(45,096)                 -         (4,509,607)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1996                               37,891,343
(88,581)               917         37,803,679

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -             (1,545)            (1,545)

Net loss                                  (3,724,894)
(37,625)                 -         (3,762,519)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1997                               34,166,449
(126,206)              (628)        34,039,615

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -                628                628

Net loss                                  (3,917,831)
(39,574)                 -         (3,957,405)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1998                         $     30,248,618   $
(165,780)  $              -   $     30,082,838
                                     ===============
===============    ===============    ===============
</TABLE>

                          (continued)

                              F-19
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Unrealized gain

(loss) in

securities

available for
             Series 17                   Assignees       General
partner       sale, net            Total
- ----------------------------------   ---------------
- ---------------    ---------------     --------------
<S>                                  <C>                <C>
<C>                <C>
Partners' capital (deficit), March
   31, 1995                         $     39,118,588   $
(38,882)  $             24   $     39,079,730

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -              1,440              1,440

Net loss                                  (3,733,716)
(37,714)                 -         (3,771,430)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1996                               35,384,872
(76,596)             1,464         35,309,740

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -             (1,464)            (1,464)

Net loss                                  (4,173,610)
(42,158)                 -         (4,215,768)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1997                               31,211,262
(118,754)                 -         31,092,508

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -                  -                  -

Net loss                                  (3,516,886)
(35,524)                 -         (3,552,410)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1998                         $     27,694,376   $
(154,278)  $              -   $     27,540,098
                                     ===============
===============    ===============    ===============
</TABLE>

                          (continued)

                              F-20
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Unrealized gain

(loss) in

securities

available for
             Series 18                   Assignees       General
partner       sale, net            Total
- ----------------------------------   ---------------
- ---------------    ---------------     --------------
<S>                                  <C>                <C>
<C>                <C>
Partners' capital (deficit), March
   31, 1995                         $     29,749,889   $
(12,857)  $         (3,420)  $     29,733,612

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -              4,921              4,921

Net loss                                  (2,796,685)
(28,249)                 -         (2,824,934)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1996                               26,953,204
(41,106)             1,501         26,913,599

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -             (1,881)            (1,881)

Net loss                                  (3,005,359)
(30,357)                 -         (3,035,716)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1997                               23,947,845
(71,463)              (380)        23,876,002

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -                380                380

Net loss                                  (3,034,050)
(30,647)                 -         (3,064,697)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1998                         $     20,913,795   $
(102,110)  $              -   $     20,811,685
                                     ===============
===============    ===============    ===============
</TABLE>

                          (continued)

                              F-21
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Unrealized gain

(loss) in

securities

available for
             Series 19                   Assignees       General
partner       sale, net            Total
- ----------------------------------   ---------------
- ---------------    ---------------     --------------
<S>                                  <C>                <C>
<C>                <C>
Partners' capital (deficit), March
   31, 1995                         $     33,880,841   $
(11,784)  $        (32,094)  $     33,836,963

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -             39,793             39,793

Net loss                                  (1,949,855)
(19,695)                 -         (1,969,550)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1996                               31,930,986
(31,479)             7,699         31,907,206

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -             (9,177)            (9,177)

Net loss                                  (3,186,611)
(32,188)                 -         (3,218,799)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1997                               28,744,375
(63,667)            (1,478)        28,679,230

Net change in unrealized gain
   (loss) on securities available
   for sale                                        -
- -              1,478              1,478

Net loss                                  (2,310,167)
(23,335)                 -         (2,333,502)
                                     ---------------
- ---------------    ---------------     --------------

Partners' capital (deficit), March
   31, 1998                         $     26,434,208   $
(87,002)  $              -   $     26,347,206
                                     ===============
===============    ===============    ===============
</TABLE>

               See notes to financial statements

                                                     F-22
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                    STATEMENTS OF CASH FLOWS

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Total
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities

   Net loss                                            $
(15,742,101)  $    (17,706,223)  $    (16,714,311)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Share of losses from operating limited
          partnerships
13,145,436         15,051,842         14,435,496

      Distributions received from operating limited
          partnerships
38,883             18,811             18,412

      Amortization
229,396            246,638            246,807

      Changes in assets and liabilities
          Other assets
(21,176)           (93,710)          (125,159)

          Accounts payable and accrued expenses
(128)           (70,527)            70,442

          Accounts payable - affiliates
2,123,686          2,125,321          2,191,716

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

             Net cash provided by (used in) operating
                activities
(226,004)          (427,848)           123,403

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

Cash flows from investing activities

   Acquisition costs (paid)/reimbursed (for)/from
      operating limited partnerships
- -             15,000           (182,571)

   Capital contributions paid to operating limited
      partnerships
(434,860)        (4,280,314)       (17,638,595)

   (Advances)/repayments (to)/from operating limited
      partnerships
(31,000)           (74,034)         2,945,152

   Purchase of investments (net of proceeds from
      sale of investments)
(1,580,320)         3,734,042          9,530,375

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

             Net cash used in investing activities
(2,046,180)          (605,306)        (5,345,639)

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

             NET DECREASE IN CASH AND CASH
                EQUIVALENTS
(2,272,184)        (1,033,154)        (5,222,236)

Cash and cash equivalents, beginning
3,925,706          4,958,860         10,181,096

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

Cash and cash equivalents, end                         $
1,653,522   $      3,925,706   $      4,958,860

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-23
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Total

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

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
   financing activities

   The fund has increased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnerships                             $
- -   $      2,504,963   $      1,426,703

===============    ===============    ===============

   The fund has adjusted its investment and
      decreased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits not generated                 $
164,471   $        287,710   $        381,901

===============    ===============    ===============

   The fund has recorded capital contributions
      (syndication proceeds) being held and
      subsequently released by the escrow agent        $
- -   $              -   $      2,274,224

===============    ===============    ===============

   The fund has adjusted its investment in and
      increased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits generated                     $
- -   $         13,283   $        117,717

===============    ===============    ===============

   The fund has decreased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnership disposed of during the
      year                                             $
- -   $         32,504   $      2,424,400

===============    ===============    ===============

   The fund has applied notes receivable and
      advances against installments of capital
      contributions                                    $
442,360   $      3,691,747   $              -

===============    ===============    ===============
   The fund has increased its deferred
      acquisition costs for operating limited
      partnership disposed of during year              $
- -   $          4,675   $              -

===============    ===============    ===============
   The fund has increased (decreased) its
      investments available for sale for unrealized
      gains (losses)                                   $
(2,486)  $        (14,416)  $        114,621

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-24
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 15

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $
(2,834,087)  $     (3,473,421)  $     (3,638,790)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Share of losses from operating limited
          partnerships
2,428,483          3,039,112          3,201,668

      Distributions received from operating limited
          partnerships
3,026              1,408              6,337

      Amortization
10,512             36,743             36,843

      Amortization of bond discount/premium
- -                  -                  -

      Changes in assets and liabilities
          Other assets
(1,047)          (183,399)              (711)

          Accounts payable and accrued expenses
1            (67,712)            67,501

          Accounts payable - affiliates
548,052            548,052            488,042

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

             Net cash provided by (used in) operating
                activities
154,940            (99,217)           160,890

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

Cash flows from investing activities

   Acquisition costs reimbursed from operating
      limited partnerships
- -              2,640                  -

   Capital contributions paid to operating limited
      partnerships
(145,068)           (21,600)        (1,269,931)
   Repayments from operating limited partnerships
25,000             50,000            262,350

   Purchase of investments (net of proceeds from
      sale of investments)
(125,000)           151,594             33,243

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

             Net cash provided by (used in) investing
                activities
(245,068)           182,634           (974,338)

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

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS
(90,128)            83,417           (813,448)

Cash and cash equivalents, beginning
246,845            163,428            976,876

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

Cash and cash equivalents, end                         $
156,717   $        246,845   $        163,428

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-25
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 15

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
   financing activities

   The fund has increased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnerships                             $
- -   $              -   $              -

===============    ===============    ===============

   The fund has adjusted its investment and
      decreased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits not generated                 $
2,522   $          2,469   $         11,832

===============    ===============    ===============

   The fund has recorded capital contributions
      (syndication proceeds) being held and
      subsequently released by the escrow agent        $
- -   $              -   $              -

===============    ===============    ===============

   The fund has adjusted its investment in and
      increased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits generated                     $
- -   $              -   $              -

===============    ===============    ===============

   The fund has decreased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnership disposed of during the
      year                                             $
- -   $              -   $              -

===============    ===============    ===============

   The fund has applied notes receivable and
      advances against installments of capital
      contributions                                    $
- -   $              -   $              -

===============    ===============    ===============

   The fund has increased its deferred  acquisition
      costs for operating partnerships disposed of
      during year                                      $
- -   $              -   $              -

===============    ===============    ===============

   The fund has increased (decreased) its
      investments available for sale for unrealized
      gains (losses)                                   $
(628)  $           (349)  $            162

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-26
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 16

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

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $
(3,957,405)  $     (3,762,519)  $     (4,509,607)
   Adjustments to reconcile net loss to net cash
   used in operating activities

      Share of losses from operating limited
          partnerships
3,196,773          3,052,073          3,778,516

      Distributions received from operating limited
          partnerships
13,312              2,675              7,361

      Amortization
61,480             61,438             61,532

      Changes in assets and liabilities
          Other assets
(2,256)            24,312             18,315

          Accounts payable and accrued expenses
- -               (100)            (1,043)

          Accounts payable - affiliates
491,985            491,988            571,980

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

             Net cash used in operating activities
(196,111)          (130,133)           (72,946)

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

Cash flows from investing activities

   Acquisition costs reimbursed from operating
      limited partnerships
- -              3,700                  -

   Capital contributions paid to operating limited
      partnerships
(9,914)          (292,588)        (2,444,175)

   (Advances)/repayments (to)/from operating limited
      partnerships
(56,000)            63,200            222,000

   Purchase of investments (net of proceeds from
      sale of investments)
(721,841)           109,754            967,118

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

             Net cash used in investing activities
(787,755)          (115,934)        (1,255,057)

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

             NET DECREASE IN CASH AND CASH
                EQUIVALENTS
(983,866)          (246,067)        (1,328,003)

Cash and cash equivalents, beginning
1,183,424          1,429,491          2,757,494

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

Cash and cash equivalents, end                         $
199,558   $      1,183,424   $      1,429,491

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-27
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 16

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
   financing activities

   The fund has increased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnerships                             $
- -   $              -   $              -

===============    ===============    ===============

   The fund has adjusted its investment and
      decreased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits not generated                 $
- -   $              -   $         40,727

===============    ===============    ===============

   The fund has recorded capital contributions
      (syndication proceeds) being held and
      subsequently released by the escrow agent        $
- -   $              -   $         86,655

===============    ===============    ===============

   The fund has adjusted its investment in and
      increased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits generated                     $
- -   $              -   $              -

===============    ===============    ===============

   The fund has decreased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnership disposed of during the
      year                                             $
- -   $         32,504   $              -

===============    ===============    ===============

   The fund has applied notes receivable and
      advances against installments of capital
      contributions                                    $
- -   $        420,164   $              -

===============    ===============    ===============

   The fund has increased its deferred acquisition
      costs for operating limited partnership
      disposed of during year                          $
- -   $          4,675   $              -

===============    ===============    ===============

   The fund has increased (decreased) its
      investments available for sale for unrealized
      gains (losses)                                   $
- -   $         (1,545)  $         68,305

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-28
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 17

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $
(3,552,410)  $     (4,215,768)  $     (3,771,430)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Share of losses from operating limited
          partnerships
2,857,430          3,504,918          3,144,888

      Distributions received from operating limited
          partnerships
11,343              3,381              2,436
      Amortization
63,054             55,279             55,408

      Amortization of bond discount/premium
- -                  -                  -

      Changes in assets and liabilities
          Other assets
(2,017)            44,746             47,464

          Accounts payable and accrued expenses
- -                  -               (417)

          Accounts payable - affiliates
565,374            572,246            606,821

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

             Net cash provided by (used in) operating
                activities
(57,226)           (35,198)            85,170

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

Cash flows from investing activities

   Acquisition costs (paid)/reimbursed (for)/from
      operating limited partnerships
- -              3,410           (182,571)

   Capital contributions paid to operating limited
      partnerships
(93,935)          (155,696)        (3,724,505)

   (Advances)/repayments (to)/from operating limited
      partnerships
- -           (187,234)           577,530

   Purchase of investments (net of proceeds from
      sale of investments)
- -            628,486          1,838,871

- ---------------    ---------------    ---------------
             Net cash provided by (used in) investing
             activities
(93,935)           288,966         (1,490,675)

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

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS
(151,161)           253,768         (1,405,505)

Cash and cash equivalents, beginning
539,185            285,417          1,690,922

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

Cash and cash equivalents, end                         $
388,024   $        539,185   $        285,417

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-29
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 17

- ----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
   financing activities

   The fund has increased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnerships                             $
$              -   $      1,338,057

===============    ===============    ===============

   The fund has adjusted its investment and
      decreased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits not generated                 $
161,949   $          5,629   $              -

===============    ===============    ===============

   The fund has recorded capital contributions
      (syndication proceeds) being held and
      subsequently released by the escrow agent        $
- -   $              -   $              -

===============    ===============    ===============

   The fund has adjusted its investment in and
      increased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits generated                     $
- -   $              -   $        117,717

===============    ===============    ===============

   The fund has decreased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnership disposed of during the
      year                                             $
- -   $              -   $              -

===============    ===============    ===============

   The fund has applied notes receivable and
      advances against installments of capital
      contributions                                    $
221,180   $        307,137   $              -

===============    ===============    ===============

   The fund has increased its deferred acquisition
      costs for operating limited partnership
      disposed of during year                          $
- -   $              -   $              -

===============    ===============    ===============

   The fund has increased (decreased) its
      investments available for sale for unrealized
      gains (losses)                                   $
- -   $         (1,464)  $          1,440

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-30
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 18

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $
(3,064,697)  $     (3,035,716)  $     (2,824,934)
   Adjustments to reconcile net loss to net cash
   used in operating activities

      Share of losses from operating limited
          partnerships
2,589,608          2,594,599          2,451,672

      Distributions received from operating limited
          partnerships
2,469              7,958              2,278
      Amortization
42,168             42,167             42,298

      Changes in assets and liabilities
          Other assets
(2,990)           (33,512)              (148)

          Accounts payable and accrued expenses
(129)            (1,622)              (100)

          Accounts payable - affiliates
306,927            306,951            241,696

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

             Net cash used in operating activities
(126,644)          (119,175)           (87,238)

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

Cash flows from investing activities

   Acquisition costs reimbursed from operating
      limited partnerships
- -              2,465                  -

   Capital contributions paid to operating limited
      partnerships
(38,320)          (118,711)        (5,518,309)
   Repayments from operating limited partnerships
- -                  -            707,822

   Purchase of investments (net of proceeds from
      sale of investments)
(300,001)           472,430          3,613,472

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

             Net cash provided by (used in) investing
                activities
(338,321)           356,184         (1,197,015)

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

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS
(464,965)           237,009         (1,284,253)

Cash and cash equivalents, beginning
766,409            529,400          1,813,653

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

Cash and cash equivalents, end                         $
301,444   $        766,409   $        529,400

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-31
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 18

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
financing activities

   The fund has increased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnerships                             $
- -   $              -   $              -

===============    ===============    ===============

   The fund has adjusted its investment and
      decreased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits not generated                 $
- -   $              -   $          6,349

===============    ===============    ===============

   The fund has recorded capital contributions
      (syndication proceeds) being held and
      subsequently released by the escrow agent        $
- -   $              -   $      1,067,200

===============    ===============    ===============

   The fund has adjusted its investment in and
      increased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits generated                     $
- -   $         13,283   $              -

===============    ===============    ===============

   The fund has decreased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnership disposed of during the
      year                                             $
- -   $              -   $              -

===============    ===============    ===============

   The fund has applied notes receivable and
      advances against installments of capital
      contributions                                    $
- -   $              -   $              -

===============    ===============    ===============

   The fund has increased its deferred acquisition
      costs for operating limited partnership
      disposed of during year                          $
- -   $              -   $              -

===============    ===============    ===============

   The fund has increased (decreased) its
      investments available for sale for unrealized
      gains (losses)                                   $
(380)  $         (1,881)  $          4,921

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-32
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 19

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Cash flows from operating activities
   Net loss                                            $
(2,333,502)  $     (3,218,799)  $     (1,969,550)
   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities

      Share of losses from operating limited
          partnerships
2,073,142          2,861,140          1,858,752

      Distributions received from operating limited
          partnerships
8,733              3,389                  -
      Amortization
52,182             51,011             50,726

      Changes in assets and liabilities
          Other assets
(12,866)            54,143           (190,079)

          Accounts payable and accrued expenses
- -             (1,093)             4,501

          Accounts payable - affiliates
211,348            206,084            283,177

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

             Net cash provided by (used in) operating
                activities
(963)           (44,125)            37,527

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

Cash flows from investing activities

   Acquisition costs reimbursed from operating
      limited partnerships
- -              2,785                  -

   Capital contributions paid to operating limited
      partnerships
(147,623)        (3,691,719)        (4,681,675)

   Repayments from operating limited partnerships
- -                  -          1,175,450

   Purchase of investments (net of proceeds from
      sale of investments)
(433,478)         2,371,778          3,077,671

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

             Net cash provided by (used in) investing
                activities
(581,101)        (1,317,156)          (428,554)

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

             NET INCREASE (DECREASE) IN CASH AND CASH
                EQUIVALENTS
(582,064)        (1,361,281)          (391,027)

Cash and cash equivalents, beginning
1,189,843          2,551,124          2,942,151

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

Cash and cash equivalents, end                         $
607,779   $      1,189,843   $      2,551,124

===============    ===============    ===============
</TABLE>

                          (continued)

                              F-33
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

              STATEMENTS OF CASH FLOWS - CONTINUED

           Years ended March 31, 1998, 1997 and 1996

<TABLE>

Series 19

- -----------------------------------------------------
                                                              1998
1997               1996

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
Supplemental schedule of noncash investing and
   financing activities

   The fund has increased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnerships                             $
- -   $      2,504,963   $         88,646

===============    ===============    ===============

   The fund has adjusted its investment and
      decreased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits not generated                 $
- -   $        279,612   $        322,993

===============    ===============    ===============

   The fund has recorded capital contributions
      (syndication proceeds) being held and
      subsequently released by the escrow agent        $
- -   $              -   $      1,120,369

===============    ===============    ===============

   The fund has adjusted its investment in and
      increased its capital contribution obligation
      in operating limited partnerships for low-
      income tax credits generated                     $
- -   $              -   $              -

===============    ===============    ===============

   The fund has decreased its investments in
      operating limited partnerships for unpaid
      capital contributions due to the operating
      limited partnership disposed of during the
      year                                             $
- -   $              -   $      2,424,400

===============    ===============    ===============

   The fund has applied notes receivable and
      advances against installments of capital
      contributions                                    $
221,180   $      2,964,446   $              -

===============    ===============    ===============

   The fund has increased its deferred acquisition
      costs for operating limited partnership
      disposed of during year                          $
- -   $              -   $              -

===============    ===============    ===============

   The fund has increased (decreased) its
      investments available for sale for unrealized
      gains (losses)                                   $
(1,478)  $         (9,177)  $         39,793

===============    ===============    ===============
</TABLE>

               See notes to financial statements

                              F-34
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

                 NOTES TO FINANCIAL STATEMENTS

                 March 31, 1998, 1997 and 1996

NOTE A -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT ACCOUNTING
          POLICIES

   Boston  Capital  Tax  Credit  Fund III L.P. (the "fund") was
   formed  under the laws of the State of Delaware on September
   19,  1991,  for  the  purpose  of  acquiring,  holding,  and
   disposing  of  limited  partnership  interests  in operating
   limited    partnerships   which   will   acquire,   develop,
   rehabilitate, operate and own newly constructed, existing or
   rehabilitated  apartment  complexes,  which  qualify for the
   Low-Income  Housing Tax Credit established by the Tax Reform
   Act  of  1986.  Certain  of the apartment complexes may also
   qualify for the Historic Rehabilitation Tax Credit for their
   rehabilitation    of   a   certified   historic   structure;
   accordingly,  the  apartment  complexes are restricted as to
   rent  charges  and  operating methods and are subject to the
   provisions  of Section 42(g)(2) of the Internal Revenue Code
   relating  to  the  Rehabilitation  Investment  Credit.   The
   general partner of the fund is Boston Capital Associates III
   L.P. and the limited partner is BCTC III Assignor Corp. (the
   "assignor limited partner").

   Pursuant  to  the  Securities  Act of 1933, the fund filed a
   Form  S-11  Registration  Statement  with the Securities and
   Exchange  Commission,  effective  January  24,  1992,  which
   covered  the  offering (the "Public Offering") of the fund's
   beneficial   assignee   certificates  ("BACs")  representing
   assignments  of  units  of  the  beneficial  interest of the
   limited   partnership   interest  of  the  assignor  limited
   partner.   The fund originally registered 20,000,000 BACs at
   $10  per  BAC  for sale to the public in one or more series.
   An  additional 2,000,000 BACS at $10 per BAC were registered
   for sale to the public in one or more series on September 4,
   1994.    BACs  sold  in  bulk were offered to investors at a
   reduced cost per BAC.

   The  BACs issued and outstanding in each series at March 31,
   1998 and 1997 are as follows:

<TABLE>
<S>                                  <C>
       Series 15                     3,870,500
       Series 16                     5,429,402
       Series 17                     5,000,000
       Series 18                     3,616,200
       Series 19                     4,080,000
                               ---------------
       Total                        21,996,102
                               ===============
</TABLE>
   In  accordance  with  the  limited  partnership  agreements,
   profits,  losses, and cash flow (subject to certain priority
   allocations and distributions) and tax credits are allocated
   99% to the assignees and 1% to the general partner.

                              F-35
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

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

   Investments in Operating Limited Partnerships
   ---------------------------------------------

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

   A loss in value of an investment in an operating partnership
   other  than  a  temporary  decline  would  be recorded as an
   impairment  loss.    Impairment is measured by comparing the
   investment carrying amount to the sum of the total amount of
   the  remaining  tax  credits  allocated  to the fund and the
   estimated residual value of the investment.

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

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

   The  fund  records  capital  contributions  payable  to  the
   operating partnerships once there is a binding obligation to
   fund  a specified amount.  The operating partnerships record
   capital contributions from the fund when received.

   The  fund  records  acquisition  costs as an increase in its
   investment  in  operating  partnerships.   Certain operating
   partnerships  have  not  recorded the acquisition costs as a
   capital  contribution  from the fund.  These differences are
   shown as reconciling items in note D.

                              F-36
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

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

   Investments in Operating Limited Partnerships (Continued)
   ---------------------------------------------

   During  the  years  ended March 31, 1998, 1997 and 1996, the
   fund acquired interests in operating limited partnerships as
   follows:

<TABLE>
                                            1998               1997
1996
                                      ---------------
- ---------------    ---------------
<S>                                   <C>                <C>
<C>
       Series 15                                    -
- -                  -
       Series 16                                    -
- -                  1
       Series 17                                    -
- -                  1
       Series 18                                    -
- -                  -
       Series 19                                    -
1                  1
                                      ---------------
- ---------------    ---------------
                                                    -
1                  3
                                      ===============
===============    ===============
</TABLE>
   Organization Costs
   ------------------

   Initial  organization  and  offering expenses, common to all
   series,  are  allocated  on a percentage of equity raised to
   each series.

   Organization  costs are being amortized on the straight-line
   method over 60 months.  Accumulated amortization as of March
   31, 1998 and 1997 is as follows:

<TABLE>
                                           1998               1997
                                     ---------------
- ---------------
<S>                                 <C>                <C>
       Series 15                    $        167,077   $
167,077
       Series 16                             227,910
183,280
       Series 17                             195,084
155,355
       Series 18                             131,524
100,769
       Series 19                             145,476
107,865
                                     ---------------
- ---------------
                                    $        867,071   $
714,346
                                     ===============
===============
</TABLE>

                              F-37
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

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

   Deferred Acquisition Costs
   --------------------------

   Acquisition costs were deferred until March 31, 1995.  As of
   April  1,  1995,  the  fund  reallocated certain acquisition
   costs, common to all Series, based on a percentage of equity
   raised to each Series. Acquisition costs are being amortized
   on  the  straight-line  method  starting April 1, 1995, over
   27.5 years (330 months).

   Accumulated amortization as of March 31, 1998 and 1997 is as
follows:

<TABLE>
                                                  1998
1997
                                            ---------------
- ---------------
<S>                                       <C>                <C>
       Series 15                           $         31,635   $
21,123
       Series 16                                     50,558
33,708
       Series 17                                     54,553
31,228
       Series 18                                     34,370
22,957
       Series 19                                     41,084
26,513
                                            ---------------
- ---------------
                                           $        212,200   $
135,529
                                            ===============
===============
</TABLE>
   Selling Commissions and Registration Costs
   ------------------------------------------

   Selling  commissions  paid  in  connection  with  the public
   offering  are  charged  against  the assignees' capital upon
   admission  of  investors  as  assignees.  Registration costs
   associated  with  the  public  offering  are charged against
   assignees' capital as incurred.

   Income Taxes
   ------------

   No  provision  or benefit for income taxes has been included
   in  these  financial statements since taxable income or loss
   passes  through  to,  and is reportable by, the partners and
   assignees individually.

                              F-38
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

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

   Cash Equivalents
   ----------------

   Cash  equivalents  include repurchase agreements, tax exempt
   sweep  accounts,  money  market accounts and certificates of
   deposit having original maturities at date of acquisition of
   three  months  or less. The carrying value approximates fair
   value because of the short maturity of these instruments.

   Fiscal Year
   -----------

   For  financial  reporting purposes, the fund uses a March 31
   year  end,  whereas  for  income tax reporting purposes, the
   fund    uses   a   calendar   year.  The  operating  limited
   partnerships  use  a  calendar  year  for both financial and
   income tax reporting.

   Net income (loss) per Beneficial Assignee Certificate
   -----------------------------------------------------

   Net  income  (loss) per beneficial assignee partnership unit
   is  calculated  based  upon  the number of units outstanding
   during  the  year.    The  number of units in each series at
   March 31, 1998, 1997 and 1996 are as follows:

<TABLE>
                                                     1998, 1997 and
                                                          1996
                                                    ---------------
<S>                                                <C>
       Series 15                                   $      3,870,500
       Series 16                                          5,429,402
       Series 17                                          5,000,000
       Series 18                                          3,616,200
       Series 19                                          4,080,000
                                                    ---------------
                                                   $     21,996,102
                                                    ===============
</TABLE>
   Investments

   Investments  held to maturity are being carried at amortized
   cost and investments available-for-sale are being carried at
   fair market value.

                              F-39
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE A -  ORGANIZATION  AND  SUMMARY  OF  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  disclosure  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.

   Adoption of Accounting Standard
   -------------------------------

   On  March  31, 1997, the fund adopted Statement of Financial
   Accounting  Standards ("SFAS") No. 128, "Earnings per Share"
   and  SFAS  No. 129, "Disclosure of Information about Capital
   Structure."   SFAS No. 128 provides accounting and reporting
   standards  for  the  amount of earnings per share.  SFAS No.
   129  requires  the  disclosure  in  summary  form within the
   financial  statements  of pertinent rights and privileges of
   the  various  securities outstanding.  The implementation of
   these  standards  has  not  materially  affected  the fund's
   financial statements.

   In  June  1997,  the  Financial  Accounting  Standards Board
   issued  SFAS  No.  130, "Reporting Comprehensive Income" and
   SFAS  No.  131, "Disclosures about Segments of an Enterprise
   and  Related  Information."  In February 1998, the Financial
   Accounting  Standards Board issued SFAS No. 132, "Employees'
   Disclosures   about   Pensions  and   Other  Post-retirement
   Benefits."    SFAS  No. 130 is effective for years beginning
   after  December  15,  1997.    SFAS  No. 131 and No. 132 are
   effective  for  years  beginning after December 31, 1997 and
   early adoption is encouraged.

   The  fund  does  not  have  any items of other comprehensive
   income, does not have other segments of its business or when
   to  report,  and  does  not have any pensions or other post-
   retirement benefits.  Consequently, these pronouncements are
   expected   to   have  no  effect  on  the  fund's  financial
   statements.

                              F-40
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE B - INVESTMENTS AVAILABLE FOR SALE

   At  March 31, 1998, the amortized cost and fair market value
   of investments are as follows:

<TABLE>

Amortized      Fair market

costs           value

- -------------   -------------
<S>                                                        <C>
<C>
       Certificates of deposit                              $
2,970,867  $    2,970,867

=============   =============
</TABLE>
   The   amortized  cost  and  approximate  market  value  of
   investments by maturity at March 31, 1998 are shown below.

<TABLE>

Approximate
                                                            Amortized
costs     market value

- ---------------    ---------------
<S>                                                      <C>
<C>
       Due in one year or less                            $
2,970,867   $      2,970,867

===============    ===============
</TABLE>

   Proceeds from sales and maturities of investments during the
   year  ended  March  31,  1998 was $1,384,695, resulting in a
   realized  gain  of  $154  and  a  realized  loss  of $9,069,
   included in interest income.

   In  selecting  investments to purchase and sell, the general
   partner  and its advisors stringently monitor the ratings of
   the  investments and safety of principal.  The rates for the
   investments held during the year ended March 31, 1998 ranged
   from 5% to 5.65%.

   At  March 31, 1997, the amortized cost and fair market value
   of investments are as follows:

<TABLE>

Gross           Gross
                                                   Amortized
unrealized      unrealized      Fair market
                                                     costs
gains          losses           value
                                                -------------
- -------------   -------------   -------------
<S>                                           <C>             <C>
<C>             <C>
       Tax exempt municipal bonds              $    1,395,795  $
95  $       (2,581) $    1,393,309
                                                =============
=============   =============   =============
</TABLE>

                                                     F-41
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE B - INVESTMENTS AVAILABLE FOR SALE (Continued)

   The  amortized  cost   and  approximate  market  value  of
   investments by maturity at March 31, 1997 is shown below.

<TABLE>

Approximate
                                                            Amortized
costs     market value

- ---------------    ---------------
<S>                                                     <C>
<C>
       Due in one year or less                            $
302,326   $        302,421
       Due after one year through five years
1,093,469          1,090,888

- ---------------    ---------------
                                                          $
1,395,795   $      1,393,309

===============    ===============
</TABLE>
   Proceeds from sales and maturities of investments during the
   year  ended  March  31,  1997  was $2,909,257 resulting in a
   realized loss of $27,478 included in interest income.

   In  selecting  investments to purchase and sell, the general
   partner  and its advisors stringently monitor the ratings of
   the  investments  and  safety  of  principal. The tax-exempt
   coupon  rates for the investments held during the year ended
   March 31, 1997 ranged from 4% to 6.7%.

NOTE C - RELATED PARTY TRANSACTIONS

   During  the  years  ended March 31, 1998, 1997 and 1996, the
   fund   entered   into   several  transactions  with  various
   affiliates  of the general partner, including Boston Capital
   Partners,   Inc.,  Boston  Capital  Services,  Inc.,  Boston
   Capital  Holdings  Limited  Partnership  and  Boston Capital
   Asset   Management   Limited  Partnership  (formerly  Boston
   Capital Communications Limited Partnership) as follows:

   Boston  Capital  Asset  Management  Limited  Partnership  is
   entitled  to  an  annual fund management fee based on .5% of
   the  aggregate  cost  of all apartment complexes acquired by
   the  operating  limited  partnerships,  less  the  amount of
   certain  partnership  management  and reporting fees paid or
   payable  by   the   operating  limited  partnerships.    The
   aggregate  cost  is  comprised  of the capital contributions
   made by each series to the operating limited partnership and
   99%  of  the  permanent  financing  at the operating limited
   partnership  level.   The annual fund management fee charged
   to operations, net of reporting fees, during the years ended
   March 31, 1998, 1997 and 1996 by series, is as follows:

                              F-42
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE C - RELATED PARTY TRANSACTIONS (Continued)

<TABLE>
                                             1998               1997
1996
                                       ---------------
- ---------------    ---------------
<S>                                    <C>                <C>
<C>
       Series 15                      $        468,703   $
473,378   $        499,184
       Series 16                               599,941
572,972            646,906
       Series 17                               498,103
512,189            506,412
       Series 18                               347,356
326,168            363,632
       Series 19                               178,494
368,355            383,177
                                       ---------------
- ---------------    ---------------
                                      $      2,092,597   $
2,253,062   $      2,399,311
                                       ===============
===============    ===============
</TABLE>
   General  and  administrative  expenses  incurred  by  Boston
   Capital  Partners,  Inc.,  Boston  Capital  Holdings Limited
   Partnership  and  Boston  Capital  Asset  Management Limited
   Partnership  during the years ended March 31, 1998, 1997 and
   1996 charged to each series' operations are as follows:

<TABLE>
                                             1998               1997
1996
                                       ---------------
- ---------------    ---------------
<S>                                    <C>                <C>
<C>
       Series 15                      $         28,999   $
26,370   $         26,729
       Series 16                                37,410
26,211             30,324
       Series 17                                32,015
22,369             29,426
       Series 18                                24,038
19,259             23,400
       Series 19                                24,534
21,979             30,652
                                       ---------------
- ---------------    ---------------
                                      $        146,996   $
116,188   $        140,531
                                       ===============
===============    ===============
</TABLE>
   Accounts  payable  -  affiliates  at March 31, 1998 and 1997
   represents fund management fees and an operating partnership
   advance   which   are  payable  to    Boston  Capital  Asset
   Management  Limited  Partnership.  The carrying value of the
   accounts payable - affiliates approximates fair value.

                              F-43
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

   At  March  31,  1998,  1997  and  1996  the fund has limited
   partnership  interests  in  operating  limited  partnerships
   which own or are constructing operating apartment complexes.
   During  September  1996,  the  partnership  disposed  of its
   limited   partnership  interest  in  one  of  the  operating
   partnerships  owned in Series 16.  During February 1996, the
   partnership  disposed of its limited partnership interest in
   one  of  the  operating limited partnerships owned in Series
   19.    The number of operating limited partnerships in which
   the  fund  has  limited  partnership  interests at March 31,
   1998, 1997 and 1996 by series are as follows:

<TABLE>
                                             1998               1997
1996
                                       ---------------
- ---------------    ---------------
<S>                                   <C>                <C>
<C>
       Series 15                                    68
68                 68
       Series 16                                    64
64                 65
       Series 17                                    49
49                 49
       Series 18                                    34
34                 34
       Series 19                                    26
26                 25
                                       ---------------
- ---------------    ---------------
                                                   241
241                241
                                       ===============
===============    ===============
</TABLE>

   Under  the  terms of the fund's investment in each operating
   limited  partnership,  the  fund is required to make capital
   contributions  to the operating limited partnerships.  These
   contributions are payable in installments over several years
   upon  each operating limited partnership achieving specified
   levels of construction and/or operations.

   The  contributions payable to operating limited partnerships
   at March 31, 1998 and 1997 by series are as follows:

<TABLE>
                                                                1998
1997

- ---------------    ---------------
<S>                                                     <C>
<C>
       Series 15                                         $
32,922   $        178,680
       Series 16
145,311            155,225
       Series 17
1,367,195          1,844,259
       Series 18
717,635            755,887
       Series 19
463,000            831,803

- ---------------    ---------------
                                                         $
2,726,063   $      3,765,854

===============    ===============
</TABLE>

                              F-44
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  D - INVESTMENTS   IN   OPERATING   LIMITED   PARTNERSHIPS
          (Continued)

   The  fund's  investment in operating limited partnerships at
   March 31, 1998 is summarized as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Capital contributions paid and to be paid to
          operating limited partnerships, net of tax
          credit adjusters                             $
161,570,521   $     28,922,006   $     40,190,010

       Acquisition costs of operating limited
          partnerships
19,334,149          2,988,162          4,460,782

       Syndication costs from operating limited
          partnerships
(56,632)                 -                  -

       Cumulative cash flows from operating limited
          partnerships
(80,837)           (12,848)           (24,394)

       Cumulative losses from operating limited
          partnerships
(59,734,931)       (15,650,914)       (13,848,555)

- ---------------    ---------------    ---------------
       Investment per balance sheet
121,032,270         16,246,406         30,777,843

       The fund has recorded capital contributions to
          the operating limited partnerships during
          the year ended March 31, 1998 which have
          not been included in the partnership's
          capital account included in the operating
          limited partnerships' financial statements
          as of December 31, 1997 (see note A)
(3,267,609)        (1,055,903)           (88,655)

       The fund has recorded a disposition of an
          operating limited partnership which was
          included in the operating limited
          partnerships' financial statements as of
          December 31, 1997 (see note A)
- -                  -                  -

       The fund has recorded acquisition costs at
          March 31, 1998 which have not been recorded
          in the net assets of the operating limited
          partnerships (see note A)
(3,865,111)          (399,087)          (794,528)

       Cumulative losses from operating limited
          partnerships for the three months ended
          March 31, 1998 which the operating limited
          partnerships have not included in their
          capital as of December 31, 1997 due to
          different year ends (see note A)
2,866,341            472,214            631,571
</TABLE>

                              F-45
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Equity in loss of operating limited
          partnerships not recognizable under the
          equity method of accounting
(313,153)          (233,686)           (36,097)

       The fund has recorded low-income housing tax
          credit adjusters not recorded by operating
          limited partnerships (see note A)
1,439,375            288,683            167,916

       Other
(82,899)            25,035            (27,123)

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

       Equity per operating limited partnerships'
          combined financial statements                $
117,809,214   $     15,343,662   $     30,630,927

===============    ===============    ===============
</TABLE>

                              F-46
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  fund's  investment in operating limited partnerships at
   March 31, 1998 is summarized as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Capital contributions paid and to be paid to
          operating limited partnerships, net of tax
          credit adjusters                             $
36,518,310   $     26,424,755   $     29,515,440

       Acquisition costs of operating limited
          partnerships
4,564,870          3,587,531          3,732,804

       Syndication costs from operating limited
          partnerships
- -            (56,632)                 -

       Cumulative cash flows from operating limited
          partnerships
(18,588)           (12,885)           (12,122)

       Cumulative losses from operating limited
          partnerships
(13,301,814)        (9,021,166)        (7,912,482)

- ---------------    ---------------    ---------------
       Investment per balance sheet
27,762,778         20,921,603         25,323,640

       The fund has recorded capital contributions to
          the operating limited partnerships during
          the year ended March 31, 1998 which have
          not been included in the partnership's
          capital account included in the operating
          limited partnerships' financial statements
          as of December 31, 1997 (see note A)
(1,096,087)          (298,342)          (728,622)

       The fund has recorded a disposition of an
          operating limited partnership which was
          included in the operating limited
          partnerships' financial statements as of
          December 31, 1997 (see note A)
- -                  -                  -

       The fund has recorded acquisition costs at
          March 31, 1998 which have not been recorded
          in the net assets of the operating limited
          partnerships (see note A)
(1,496,190)          (387,564)          (787,742)

       Cumulative losses from operating limited
          partnerships for the three months ended
          March 31, 1998 which the operating limited
          partnerships have not included in their
          capital as of December 31, 1997 due to
          different year ends (see note A)
752,440            617,653            392,463
</TABLE>

                              F-47
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Equity in loss of operating limited
          partnerships not recognizable under the
          equity method of accounting (see note A)
- -            (43,370)                 -

       The fund has recorded low-income housing tax
          credit adjusters not recorded by operating
          limited partnerships (see note A)
372,983            127,421            482,372

       Other
(51,729)            60,414            (89,496)

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

       Equity per operating limited partnerships'
          combined financial statements                $
26,244,195   $     20,997,815   $     24,592,615

===============    ===============    ===============
</TABLE>

                              F-48
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  funds  investment  in operating limited partnerships at
   March 31, 1997 is summarized as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Capital contributions paid and to be paid to
          operating limited partnerships, net of tax
          credit adjusters                             $
161,740,845   $     28,919,172   $     40,189,926

       Acquisition costs of operating limited
          partnerships
19,334,149          2,988,162          4,460,782

       Syndication costs from operating limited
          partnerships
(56,632)                 -                  -

       Cumulative cash flows from operating limited
          partnerships
(41,954)            (9,822)           (11,082)

       Cumulative losses from operating limited
          partnerships
(46,589,495)       (13,222,431)       (10,651,782)

- ---------------    ---------------    ---------------
       Investment per balance sheet
134,386,913         18,675,081         33,987,844

       The fund has recorded capital contributions to
          the operating limited partnerships during
          the year ended March 31, 1997 which have
          not been included in the partnership's
          capital account included in the operating
          limited partnerships' financial statements
          as of December 31, 1996 (see note A)
(3,619,564)        (1,202,355)           (88,655)

       The fund has recorded a disposition of an
          operating limited partnership which was
          included in the operating limited
          partnerships' financial statements as of
          December 31, 1996 (see note A)
- -                  -                  -

       The fund has recorded acquisition costs at
          March 31, 1997 which have not been recorded
          in the net assets of the operating limited
          partnerships (see note A)
(3,865,111)          (399,087)          (794,528)

       Cumulative losses from operating limited
          partnerships for the three months ended
          March 31, 1997 which the operating limited
          partnerships have not included in their
          capital as of December 31, 1996 due to
          different year ends (see note A)
2,866,341            472,214            631,571
</TABLE>

                              F-49
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Equity in loss of operating limited
          partnerships not recognizable under the
          equity method of accounting
(51,397)           (51,397)                 -

       The fund has recorded low-income housing tax
          credit adjusters not recorded by operating
          limited partnerships (see note A)
1,288,398            321,656            167,916

       Other
12,352             30,988            (52,504)

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

       Equity per operating limited partnerships'
          combined financial statements                $
131,017,932   $     17,847,100   $     33,851,644

===============    ===============    ===============
</TABLE>

                              F-50
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  funds  investment  in operating limited partnerships at
   March 31, 1997 is summarized as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Capital contributions paid and to be paid to
          operating limited partnerships, net of tax
          credit adjusters                             $
36,691,552   $     26,424,755   $     29,515,440

       Acquisition costs of operating limited
          partnerships
4,564,870          3,587,531          3,732,804

       Syndication costs from operating limited
          partnerships
- -            (56,632)                 -

       Cumulative cash flows from operating limited
          partnerships
(7,245)           (10,416)            (3,389)

       Cumulative losses from operating limited
          partnerships
(10,444,384)        (6,431,558)        (5,839,340)

- ---------------    ---------------    ---------------
       Investment per balance sheet
30,804,793         23,513,680         27,405,515

       The fund has recorded capital contributions to
          the operating limited partnerships during
          the year ended March 31, 1997 which have
          not been included in the partnership's
          capital account included in the operating
          limited partnerships' financial statements
          as of December 31, 1996 (see note A)
(1,100,123)          (336,594)          (891,837)

       The fund has recorded a disposition of an
          operating limited partnership which was
          included in the operating limited
          partnerships' financial statements as of
          December 31, 1996 (see note A)
- -                  -                  -

       The fund has recorded acquisition costs at
          March 31, 1997 which have not been recorded
          in the net assets of the operating limited
          partnerships (see note A)
(1,496,190)          (387,564)          (787,742)

       Cumulative losses from operating limited
          partnerships for the three months ended
          March 31, 1997 which the operating limited
          partnerships have not included in their
          capital as of December 31, 1996 due to
          different year ends (see note A)
752,440            617,653            392,463
</TABLE>

                              F-51
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
       Equity in loss of operating limited
          partnerships not recognizable under the
          equity method of accounting (see note A)
- -                  -                  -

       The fund has recorded low-income housing tax
          credit adjusters not recorded by operating
          limited partnerships (see note A)
186,656            127,421            484,749

       Other
(52,166)            73,020             13,014

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

       Equity per operating limited partnerships'
          combined financial statements                $
29,095,410   $     23,607,616   $     26,616,162

===============    ===============    ===============
</TABLE>

                              F-52
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships as of December 31, 1997 are as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
                         ASSETS

   Buildings and improvements, net of accumulated
       depreciation                                    $
507,178,819   $    104,948,710   $    115,402,953

   Land
28,207,851          6,187,437          5,120,755

   Other assets
29,598,266          6,470,560          7,963,887

- ---------------    ---------------    ---------------
                                                       $
564,984,936   $    117,606,707   $    128,487,595

===============    ===============    ===============
           LIABILITIES AND PARTNERS' CAPITAL

   LIABILITIES

       Mortgages and construction loans payable        $
362,249,828   $     84,924,724   $     84,500,343

       Accounts payable and accrued expenses
11,622,031          2,236,615          2,997,412

       Other liabilities
36,013,362          4,324,910          5,807,286

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

409,885,221         91,486,249         93,305,041

- ---------------    ---------------    ---------------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit Fund III L.P.
117,809,214         15,343,662         30,630,927
       Other partners
37,290,501         10,776,796          4,551,627

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

155,099,715         26,120,458         35,182,554

- ---------------    ---------------    ---------------
                                                       $
564,984,936   $    117,606,707   $    128,487,595

===============    ===============    ===============
</TABLE>

                              F-53
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships as of December 31, 1997 are as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
                         ASSETS

   Buildings and improvements, net of accumulated
       depreciation                                    $
133,219,801   $     69,290,502   $     84,316,853

   Land
7,700,365          3,357,967          5,841,327

   Other assets
6,816,494          4,106,952          4,240,373

- ---------------    ---------------    ---------------
                                                       $
147,736,660   $     76,755,421   $     94,398,553

===============    ===============    ===============
           LIABILITIES AND PARTNERS' CAPITAL

   LIABILITIES

       Mortgages and construction loans payable        $
89,545,991   $     47,198,760   $     56,080,010

       Accounts payable and accrued expenses
3,134,779          1,655,022          1,598,203

       Other liabilities
15,828,946          3,358,752          6,693,468

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

108,509,716         52,212,534         64,371,681

- ---------------    ---------------    ---------------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit Fund III L.P.
26,244,195         20,997,815         24,592,615
       Other partners
12,982,749          3,545,072          5,434,257

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

39,226,944         24,542,887         30,026,872

- ---------------    ---------------    ---------------
                                                       $
147,736,660   $     76,755,421   $     94,398,553

===============    ===============    ===============
</TABLE>

                              F-54
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships as of December 31, 1996 are as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
                         ASSETS

   Buildings and improvements, net of accumulated
       depreciation                                    $
527,972,353   $    109,296,153   $    119,964,923

   Land
28,135,110          6,130,609          5,104,842

   Other assets
28,143,897          5,849,177          7,272,453

- ---------------    ---------------    ---------------
                                                       $
584,251,360   $    121,275,939   $    132,342,218

===============    ===============    ===============
           LIABILITIES AND PARTNERS' CAPITAL

   LIABILITIES

       Mortgages and construction loans payable        $
364,182,226   $     85,329,590   $     84,645,408

       Accounts payable and accrued expenses
9,478,617          1,974,112          2,393,597

       Other liabilities
36,854,227          4,208,819          6,337,941

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

410,515,070         91,512,521         93,376,946

- ---------------    ---------------    ---------------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit Fund III, L.P.
131,017,932         17,847,100         33,851,644
       Other partners
42,718,358         11,916,318          5,113,628

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

173,736,290         29,763,418         38,965,272

- ---------------    ---------------    ---------------
                                                       $
584,251,360   $    121,275,939   $    132,342,218

===============    ===============    ===============
</TABLE>

                              F-55
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  balance  sheets  of the operating
   limited partnerships as of December 31, 1996 are as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
                         ASSETS

   Buildings and improvements, net of accumulated
       depreciation                                    $
139,521,909   $     72,010,193   $     87,179,175

   Land
7,700,365          3,357,967          5,841,327

   Other assets
6,609,113          4,238,634          4,174,520

- ---------------    ---------------    ---------------
                                                       $
153,831,387   $     79,606,794   $     97,195,022

===============    ===============    ===============
           LIABILITIES AND PARTNERS' CAPITAL

   LIABILITIES

       Mortgages and construction loans payable        $
90,258,521   $     47,630,892   $     56,317,815

       Accounts payable and accrued expenses
2,364,296          1,410,335          1,336,277

       Other liabilities
15,675,218          3,282,191          7,350,058

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

108,298,035         52,323,418         65,004,150

- ---------------    ---------------    ---------------
   PARTNERS' CAPITAL

       Boston Capital Tax Credit Fund III, L.P.
29,095,410         23,607,616         26,616,162
       Other partners
16,437,942          3,675,760          5,574,710

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

45,533,352         27,283,376         32,190,872

- ---------------    ---------------    ---------------
                                                       $
153,831,387   $     79,606,794   $     97,195,022

===============    ===============    ===============
</TABLE>

                              F-56
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  statements  of operations for the
   operating  limited  partnerships for the year ended December
   31, 1997 are as follows:

<TABLE>
                                   COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Revenue
       Rental                                          $
54,997,314   $     11,479,701   $     12,397,732
       Interest and other
3,230,978            716,763            972,041

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

58,228,292         12,196,464         13,369,773

- ---------------    ---------------    ---------------
   Expenses
       Interest
21,769,271          4,237,259          4,517,483
       Depreciation and amortization
20,715,617          4,565,875          4,822,894
       Taxes and insurance
7,235,148          1,531,645          1,575,293
       Repairs and maintenance
8,474,548          1,901,550          1,952,552
       Operating expenses
15,972,058          3,392,258          3,451,993
       Other expenses
3,264,692            400,782            362,011

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

77,431,334         16,029,369         16,682,226

- ---------------    ---------------    ---------------
          NET LOSS                                     $
(19,203,042)  $     (3,832,905)  $     (3,312,453)

===============    ===============    ===============

   Net loss allocated to Boston Capital Tax Credit
       Fund III L. P.*                                 $
(13,407,192)  $     (2,610,772)  $     (3,232,870)

===============    ===============    ===============

   Net loss allocated to other partners                $
(5,795,850)  $     (1,222,133)  $        (79,583)

===============    ===============    ===============
</TABLE>
   *  Amounts  include  $182,289,  $36,097  and  $43,370    for
      series  15,   16   and  18,  respectively,  of  loss  not
      recognized  under  the  equity  method  of  accounting as
      described in note A.

                              F-57
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  statements  of operations for the
   operating  limited  partnerships for the year ended December
   31, 1997 are as follows:

<TABLE>
                                   COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Revenue
       Rental                                          $
14,340,626   $      6,640,259   $     10,138,996
       Interest and other
871,594            302,946            367,634

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

15,212,220          6,943,205         10,506,630

- ---------------    ---------------    ---------------
   Expenses
       Interest
6,044,149          2,647,759          4,322,621
       Depreciation and amortization
5,199,327          2,956,863          3,170,658
       Taxes and insurance
1,647,962            871,383          1,608,865
       Repairs and maintenance
2,364,140          1,226,495          1,029,811
       Operating expenses
4,579,215          1,706,897          2,841,695
       Other expenses
1,968,852            404,408            128,639

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

21,803,645          9,813,805         13,102,289

- ---------------    ---------------    ---------------
          NET LOSS                                     $
(6,591,425)  $     (2,870,600)  $     (2,595,659)

===============    ===============    ===============

   Net loss allocated to Boston Capital Tax Credit
       Fund III L. P.*                                 $
(2,857,430)  $     (2,632,978)  $     (2,073,142)

===============    ===============    ===============
   Net loss allocated to other partners                $
(3,733,995)  $       (237,622)  $       (522,517)

===============    ===============    ===============
</TABLE>
   *  Amounts  include $182,289, $36,097 and $43,370 for Series
      15  ,  16  and  18,  respectively, of loss not recognized
      under  the  equity  method  of accounting as described in
      note A.

                              F-58
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  statements  of operations for the
   operating  limited  partnerships for the year ended December
   31, 1996 are as follows:

<TABLE>
                                   COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Revenue
       Rental                                          $
54,255,081   $     11,196,024   $     12,318,128
       Interest and other
2,867,158            340,842          1,147,648

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

57,122,239         11,536,866         13,465,776

- ---------------    ---------------    ---------------
   Expenses
       Interest
22,356,916          4,154,249          4,585,893
       Depreciation and amortization
22,819,977          5,184,898          4,966,052
       Taxes and insurance
7,048,605          1,545,211          1,588,084
       Repairs and maintenance
7,456,432          1,637,329          1,684,912
       Operating expenses
16,301,823          3,336,137          3,427,264
       Other expenses
1,568,799            395,562            313,164

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

77,552,552         16,253,386         16,565,369

- ---------------    ---------------    ---------------
          NET LOSS                                     $
(20,430,313)  $     (4,716,520)  $     (3,099,593)

===============    ===============    ===============

   Net loss allocated to Boston Capital Tax Credit
       Fund III L. P.*                                 $
(15,102,671)  $     (3,089,180)  $     (3,052,834)

===============    ===============    ===============
   Net loss allocated to other partners                $
(5,327,642)  $     (1,627,340)  $        (46,759)

===============    ===============    ===============
</TABLE>
   *  Amounts  include  $50,068  for  series  15  of  loss  not
      recognized  under  the  equity  method  of  accounting as
      described in note A.

                              F-59
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE D -  INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

   The  combined  summarized  statements  of operations for the
   operating  limited  partnerships for the year ended December
   31, 1996 are as follows:

<TABLE>
                                   COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Revenue
       Rental                                          $
14,509,341   $      6,588,968   $      9,642,620
       Interest and other
616,684            359,139            402,845

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

15,126,025          6,948,107         10,045,465

- ---------------    ---------------    ---------------
   Expenses
       Interest
6,562,849          2,813,996          4,239,929
       Depreciation and amortization
5,838,439          3,069,441          3,761,147
       Taxes and insurance
1,713,879            813,148          1,388,283
       Repairs and maintenance
2,136,225          1,005,955            992,011
       Operating expenses
4,527,151          1,889,127          3,122,144
       Other expenses
369,531            257,371            233,171

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

21,148,074          9,849,038         13,736,685

- ---------------    ---------------    ---------------
          NET LOSS                                     $
(6,022,049)  $     (2,900,931)  $     (3,691,220)

===============    ===============    ===============

   Net loss allocated to Boston Capital Tax Credit
       Fund III L. P.*                                 $
(3,504,918)  $     (2,594,599)  $     (2,861,140)

===============    ===============    ===============
   Net loss allocated to other partners                $
(2,517,131)  $       (306,332)  $       (830,080)

===============    ===============    ===============
</TABLE>
   *  Amounts  include  $50,068  for  Series  15  of  loss  not
      recognized  under  the  equity  method  of  accounting as
      described in note A.

                              F-60
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE E - NOTES RECEIVABLE

   Notes  receivable  at  March  31,  1998  and 1997 consist of
   advance  installments  of capital contributions to operating
   limited  partnerships.  The notes at March 31, 1998 and 1997
   are  comprised  of  noninterest bearing and interest bearing
   notes  with rates ranging from 3.66% to prime plus 1% to 3%.
   Prime  was  8.5%  and  8.5%  as  of March 31, 1998 and 1997,
   respectively.    The  notes  receivable will be converted to
   capital or repaid and are deemed to be short term in nature.
   Therefore,  the  carrying  value  of the notes receivable is
   deemed  to  approximate  fair value.  The notes at March 31,
   1998 and 1997 by series are as follows:

<TABLE>
                                                                1998
1997

- ---------------    ---------------
<S>                                                     <C>
<C>
       Series 15                                         $
110,000   $        135,000
       Series 16
- -                  -
       Series 17
1,409,982          1,409,982
       Series 18
536,351            536,351
       Series 19
- -                  -

- ---------------    ---------------
                                                         $
2,056,333   $      2,081,333

===============    ===============
</TABLE>
NOTE F - OTHER ASSETS

   Other  assets  include cash held by an escrow agent at March
   31,  1998  and  1997.  The cash held for the series at March
   31,  1998  and  1997  represents capital contributions to be
   released  to the operating limited partnerships when certain
   criteria  are  met.   The escrows held at March 31, 1998 and
   1997 by series are as follows:

<TABLE>
                                                                1998
1997

- ---------------    ---------------
<S>                                                     <C>
<C>
       Series 15                                         $
- -   $              -
       Series 16
- -                  -
       Series 17
15,097             15,097
       Series 18
- -                  -
       Series 19
- -                  -

- ---------------    ---------------
                                                         $
15,097   $         15,097

===============    ===============
</TABLE>

                              F-61
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE F - OTHER ASSETS (Continued)

   In addition, other assets include cash advanced to operating
   limited  partnerships  at  March  31,  1998 and 1997 some of
   which  are  to  be  applied to capital contributions payable
   when  certain criteria have been met.  The advances at March
   31, 1998 and 1997 by series are as follows:

<TABLE>
                                                                1998
1997

- ---------------    ---------------
<S>                                                     <C>
<C>
       Series 15                                         $
426,912   $        426,912
       Series 16
56,000                  -
       Series 17
1,069,358          1,290,838
       Series 18
- -                  -
       Series 19
- -            221,180

- ---------------    ---------------
                                                         $
1,552,270   $      1,938,930

===============    ===============
</TABLE>

                              F-62
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN

   For  income  tax purposes, the fund reports using a December
   31  year  end.   The fund's net loss for financial reporting
   and  tax  return  purposes for the year ended March 31, 1998
   are reconciled as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Net loss for financial reporting purposes           $
(15,742,101)  $     (2,834,087)  $     (3,957,405)

   Operating limited partnership rents received in
       advance
(7,368)            (4,270)               692

   Fund management fees not deducted for tax
       purposes
2,598,675            548,052            691,980

   Other
(582,771)          (332,972)           153,818

   Operating limited partnership losses not
       recognized for financial reporting purposes
       under equity method of accounting
(261,756)          (182,289)           (36,097)

   Excess of tax depreciation over book depreciation
       on operating limited partnership assets
(1,496,221)          (214,667)          (258,267)

   Difference due to fiscal year for book purposes
       and calendar year for tax purposes
(480,368)            (1,400)          (185,463)

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

   Loss for tax return purposes, December 31, 1997     $
(15,971,910)  $     (3,021,633)  $     (3,590,742)

===============    ===============    ===============
</TABLE>

                              F-63
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   For  income  tax purposes, the fund reports using a December
   31  year  end.   The fund's net loss for financial reporting
   and  tax  return  purposes for the year ended March 31, 1998
   are reconciled as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Net loss for financial reporting purposes           $
(3,552,410)  $     (3,064,697)  $     (2,333,502)

   Operating limited partnership rents received in
       advance
(5,707)            23,754            (21,837)

   Fund management fees not deducted for tax
       purposes
565,368            381,927            411,348

   Other
(779,092)            52,957            322,518

   Operating limited partnership losses not
       recognized for financial reporting purposes
       under equity method of accounting
- -            (43,370)                 -

   Excess of tax depreciation over book depreciation
       on operating limited partnership assets
(431,032)          (221,050)          (371,205)

   Difference due to fiscal year for book purposes
       and calendar year for tax purposes
30,564            (39,436)          (284,633)

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

   Loss for tax return purposes, December 31, 1996     $
(4,172,309)  $     (2,909,915)  $     (2,277,311)

===============    ===============    ===============
</TABLE>

                              F-64
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   For  income  tax purposes, the fund reports using a December
   31  year  end.   The fund's net loss for financial reporting
   and  tax  return  purposes for the year ended March 31, 1997
   are reconciled as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Net loss for financial reporting purposes           $
(17,706,223)  $     (3,473,421)  $     (3,762,519)

   Operating limited partnership rents received in
       advance
99,831              2,581              9,598

   Fund management fees not deducted for tax
       purposes
1,988,010            488,062            572,140

   Other
(73,839)          (250,370)           (17,194)

   Operating limited partnership losses not
       recognized for financial reporting purposes
       under equity method of accounting
(50,068)           (50,068)                 -

   Excess of tax depreciation over book depreciation
       on operating limited partnership assets
(1,794,498)          (213,933)          (280,017)

   Difference due to fiscal year for book purposes
       and calendar year for tax purposes
(892,751)          (187,130)          (801,719)

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

   Loss for tax return purposes, December 31, 1996     $
(18,429,538)  $     (3,684,279)  $     (4,279,711)

===============    ===============    ===============
</TABLE>

                              F-65
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   For  income  tax purposes, the fund reports using a December
   31  year  end.   The fund's net loss for financial reporting
   and  tax  return  purposes for the year ended March 31, 1997
   are reconciled as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Net loss for financial reporting purposes           $
(4,215,768)  $     (3,035,716)  $     (3,218,799)

   Operating limited partnership rents received in
       advance
(16,393)            13,544             90,501

   Fund management fees not deducted for tax
       purposes
433,409            241,696            252,703

   Other
143,844            (98,911)           148,792

   Operating limited partnership losses not
       recognized for financial reporting purposes
       under equity method of accounting
- -                  -                  -

   Excess of tax depreciation over book depreciation
       on operating limited partnership assets
(585,002)          (261,901)          (453,645)

   Difference due to fiscal year for book purposes
       and calendar year for tax purposes
14,284            (13,118)            94,932

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

   Loss for tax return purposes, December 31, 1996     $
(4,225,626)  $     (3,154,406)  $     (3,085,516)

===============    ===============    ===============
</TABLE>

                              F-66
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are  primarily  due  to  the  differences  in  the
   estimated  share  of  losses recognized and the historic tax
   credits  taken  for income tax purposes.  At March 31, 1998,
   the differences are as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Investments in operating limited partnership -
       per tax return, December 31, 1997               $
111,746,588   $     15,381,288   $     27,898,915

   Operating limited partnership acquired for the
       three months ended March 31, 1998
- -                  -                  -

   Estimated share of loss for the three months
       ended March 31, 1998
(2,866,341)          (472,214)          (631,571)

   Add back operating limited partnership losses not
       recognized for financial reporting purposes
       under the equity method
313,153            233,686             36,097

   Historic tax credits
5,333,539          1,852,569                  -

   Other
6,505,331           (748,923)         3,474,402

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

   Investment in operating limited partnerships - as
       reported                                        $
121,032,270   $     16,246,406   $     30,777,843

===============    ===============    ===============
</TABLE>

                              F-67
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are  primarily  due  to  the  differences  in  the
   estimated  share  of  losses recognized and the historic tax
   credits  taken  for income tax purposes.  At March 31, 1998,
   the differences are as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Investments in operating limited partnership -
       per tax return, December 31, 1997               $
25,870,393   $     18,696,412   $     23,899,580

   Operating limited partnership acquired for the
       three months ended March 31, 1998
- -                  -                  -

   Estimated share of loss for the three months
       ended March 31, 1998
(752,440)          (617,653)          (392,463)

   Add back operating limited partnership losses not
       recognized for financial reporting purposes
       under the equity method
- -             43,370                  -

   Historic tax credits
1,100,310          2,062,333            318,327

   Other
1,544,515            737,141          1,498,196

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

   Investment in operating limited partnerships - as
       reported                                        $
27,762,778   $     20,921,603   $     25,323,640

===============    ===============    ===============
</TABLE>

                              F-68
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are  primarily  due  to  the  differences  in  the
   estimated  share  of  losses recognized and the historic tax
   credits  taken  for  income tax purposes. At March 31, 1997,
   the differences are as follows:

<TABLE>
                                                              Total
Series 15          Series 16

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Investments in operating limited partnership -
       per tax return, December 31, 1996               $
127,267,193   $     18,550,738   $     31,239,994

   Operating limited partnership acquired for the
       three months ended March 31, 1997
- -                  -                  -

   Estimated share of loss for the three months
       ended March 31, 1997
(2,866,341)          (472,214)          (631,571)

   Add back operating limited partnership losses not
       recognized for financial reporting purposes
       under the equity method
51,397             51,397                  -

   Historic tax credits
5,333,539          1,852,569                  -

   Other
4,601,125         (1,307,409)         3,379,421

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

   Investment in operating limited partnerships - as
       reported                                        $
134,386,913   $     18,675,081   $     33,987,844

===============    ===============    ===============
</TABLE>

                              F-69
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE  G - RECONCILIATION  OF  FINANCIAL  STATEMENT  NET  INCOME
          (LOSS) TO TAX RETURN (Continued)

   The  difference between the investments in operating limited
   partnerships  for  tax  purposes  and  financial  statements
   purposes  are  primarily  due  to  the  differences  in  the
   estimated  share  of  losses recognized and the historic tax
   credits  taken  for  income tax purposes. At March 31, 1997,
   the differences are as follows:

<TABLE>
                                                            Series 17
Series 18          Series 19

- ---------------    ---------------    ---------------
<S>                                                     <C>
<C>                <C>
   Investments in operating limited partnership -
       per tax return, December 31, 1996               $
29,964,710   $     21,519,261   $     25,992,490

   Operating limited partnership acquired for the
       three months ended March 31, 1997
- -                  -                  -

   Estimated share of loss for the three months
       ended March 31, 1997
(752,440)          (617,653)          (392,463)

   Add back operating limited partnership losses not
       recognized for financial reporting purposes
       under the equity method
- -                  -                  -

   Historic tax credits
1,100,310          2,062,333            318,327

   Other
492,213            549,739          1,487,161

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

   Investment in operating limited partnerships - as
       reported                                        $
30,804,793   $     23,513,680   $     27,405,515

===============    ===============    ===============
</TABLE>

                              F-70
<PAGE>
           Boston Capital Tax Credit Fund III L.P. -
                  Series 15 through Series 19

           NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 March 31, 1998, 1997 and 1996

NOTE H - CASH EQUIVALENTS

   On  March  31, 1998 and 1997, Boston Capital Tax Credit Fund
   III  L.P.  purchased  $450,000 and  $3,150,000 of Securities
   under  agreements  to  resell  on  April  1,  1998 and 1997,
   respectively.    Interest  is  earned  at rates ranging from
   2.15% to 3.5% per annum.

   Additionally, cash equivalents of $1,185,807 and $613,459 as
   of     M arch  31,  1998  and  1997,  respectively,  include
   certificates  of  deposit  and  money  market  accounts with
   interest rates ranging from 2.8% to 5.0% per annum.

                              F-71



<TABLE>

<S>      <C>         <C>         <C>         <C>           <C>       <C>
<C>          <C>       <C>     <C>   <C>
                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                            Initial         capitalized     Gross amount at
which
                         cost to company      costs**     carried at close of
period
                         ---------------    -----------  ------
- -----------------------
                                  Buildings                          Buildings
Accum.   Con-    Acq-  Depre-
              Encum-               and im-     Improve-               and im-
Depre-   struct  uired ciation
Description   brances   Land      provements    ments       Land     provements
Total      ciation  Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
April
Gardens   1,470,532     50,000    1,773,331         389     50,000    1,773,720
1,823,720     348,346   5/93   9/92  5-27.5

Arkansas
City        829,304     15,870    1,016,757           0     15,870    1,016,757
1,032,627     141,931  12/94   9/94  5-25

Autumnwood
LP        1,348,908     50,000    1,669,609           0     50,000    1,669,609
1,719,609     327,197   1/93   8/92  5-27.5

Barton
Village     511,252     47,898      683,991       1,850     47,898      685,841
733,739     132,516   3/93  10/92  5-27.5

Beckwood
Manor
Eight     1,221,983     60,000    1,498,746       4,058     58,000    1,502,804
1,560,804     185,478   8/95   8/94  5-27.5

Bergen
Meadows   1,021,398     42,000    1,256,858      19,137     42,000    1,275,995
1,317,995     293,542   7/92   7/92  7-27.5

Bridlewood
LP          792,631     42,000      211,635     781,185     42,000      992,820
1,034,820      86,766   1/95   1/94  5-27.5

Brunswick
LP          826,669     69,000      953,553         416     69,000      953,969
1,022,969     206,384   9/92   4/92  7-27.5
                                                             F-72

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close of
period
                          ---------------   -----------     ------
- -----------------------
                                  Buildings                          Buildings
Accum.    Con-    Acq-  Depre-
             Encum-                and im-     Improve-               and im-
Depre-    struct  uired ciation
Description  brances    Land      provements    ments       Land     provements
Total    ciation   Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Buena Vista
Apts.     1,456,325     75,000    1,767,511         495     75,000    1,768,006
1,843,006     432,499   1/92   3/92  7-27.5

Calexico
Sr        1,925,949    213,000    2,047,255           0    213,000    2,047,255
2,260,255     255,734   9/92   9/92  7-27.5

California
Inv. VII  8,934,496    820,000    9,361,922  16,788,173    803,050   26,150,095
26,953,145   3,714,028  12/93  10/92  5-27.5

Chestnut
Hill        744,304     40,000      904,814       3,545     40,000      908,359
948,359     145,578   9/92   9/92  7-27.5

Coralville
Housing   2,605,764    258,000    4,683,541      44,114    258,000    4,727,655
4,985,655   1,104,499  10/92   3/92  7-27.5

Curwensville
Housing   1,217,911     31,338    1,435,553      97,030     31,338    1,532,583
1,563,921     192,536   7/93   9/92  5-27.5

Deerfield
Assoc.    1,231,999     65,400    1,495,473           0     65,400    1,495,473
1,560,873     335,888   6/92   4/92  7-27.5

East
Machias   1,041,877     77,963    1,478,171     (12,527)   105,408   1,465,644
1,571,052     200,143   1/93   9/92  10-40

East Park
Apts. I     499,433      2,000      980,413       8,139      2,000      988,552
990,552     148,402   1/94   6/94  5-27.5
                                                           F-73

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                             Subsequent
                            Initial         capitalized       Gross amount at
which
                         cost to company      costs**       carried at close of
period
                         ---------------    -----------    ------
- -----------------------
                                Buildings                            Buildings
Accum.   Con-   Acq-   Depre-
              Encum-             and im-      Improve-                and im-
Depre-   struct uired  ciation
Description  brances     Land   provements     ments         Land    provements
Total      ciation  Date   Date   Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Edgewood
Properties  789,035     36,000      967,796           0     36,000      967,796
1,003,796     198,733   8/92   6/92  7-27.5

Far View
Housing     923,043    100,000    1,066,418     (11,578)   119,500    1,054,840
1,174,340     149,584  11/92   6/92  10-40

Graham
Housing   1,332,451     85,006    2,451,794      (3,894)    85,006    2,447,900
2,532,906     201,264   6/95  10/94  5-27.5

Grantsville
Assoc.    1,489,870     85,099    1,795,971           0     85,599    1,795,971
1,881,570     246,242   2/93   5/92  5-27.5

Greentree
Apts.       686,246     15,000    1,143,223      (9,253)    15,000    1,133,970
1,148,970     663,718  10/75   4/94  5-27.5

Greenwood
Village     676,781     20,123      893,915       5,850     20,123      899,765
919,888     170,431   5/93   8/92  5-27.5

Harrisonville
Prop. II    609,280     15,000      744,677       1,738     17,658      746,415
764,073     215,723  11/91   3/92  7-27.5

Headlton
Properties  705,236     15,000      868,469           0     15,000      868,469
883,469      84,823  12/94   8/94  5-27.5

Hearthside
II LDHA   1,965,350     95,000    2,967,134     (46,169)    95,000    2,920,965
3,015,965     581,982  11/92  04/92  7-27.5
                                                            F-74

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                               Subsequent
                            Initial          capitalized       Gross amount at
which
                         cost to company       costs**       carried at close of
period
                         ---------------     -----------    ------
- -----------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-  Depre-
             Encum-               and im-      Improve-                and im-
Depre-   struct  uired ciation
Description  brances   Land      provements     ments       Land     provements
Total     ciation  Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Heron's
Landing   1,207,737    176,121    1,410,573       2,563    176,121    1,413,136
1,589,257     309,160  10/92  10/92  7-27.5

Hidden
Cove      2,811,177    707,848    4,334,916       6,630    707,848    4,341,546
5,049,394   1,462,799   8/88   2/94  5-27.5

Higgensville
Estates     628,694     40,000      738,056       1,622     40,000      739,678
779,678     225,701   3/91   3/92  7-27.5

Inv. Group
of Payson 1,489,891    211,500    1,767,942           0    211,500    1,767,942
1,979,442     228,791   8/92   8/92  7-27.5

Kearney
Estates     635,541     30,000      763,159           0     31,875      763,159
795,034     213,243   1/92   5/92  7-27.5

Lake View
Associates  889,507     30,000    1,077,130         350     30,000    1,077,480
1,107,480     243,415   7/92   4/92  7-27.5

Laurelwood
Apts.     1,070,660     58,500    1,268,491         750     58,500    1,269,241
1,327,741     289,788   2/92   3/92  7-27.5

Lebanon
II LP       927,067     40,000    1,090,397           0     40,000    1,090,397
1,130,397     210,498   2/93   8/92  5-27.5

Lebanon
III Prop.   633,468     26,750      766,992       2,651     30,475      769,643
800,118     209,306   2/92   3/92  7-27.5
                                                            F-75

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1997
                                             Subsequent
                              Initial       capitalized        Gross amount at
which
                           cost to company    costs**       carried at close of
period
                           ---------------  -----------    ------
- -----------------------
                                  Buildings                          Buildings
Accum.   Con-    Acq-   Depre-
             Encum-                and im-     Improve-               and im-
Depre-   struct  uired ciation
Description  brances     Land     provements    ments       Land     provements
Total     ciation  Date    Date    Life
- -------------------------------------------
- -------------------------------------------------------------------------------
- ----
Lilac
Properties  729,867     36,000      897,897           0     36,000      897,897
933,897     193,825   7/92   6/92  7-27.5

Livingston
Plaza       677,893     32,500      868,525           0     32,500      868,525
901,025     157,624  11/93  12/92  5-27.5

Madison
Partners  1,202,188     47,340    1,452,910      11,482     47,340    1,464,392
1,511,732     213,666  12/94   3/95  5-27.5

Manning
Lane      1,474,883     73,600    1,771,816           0     73,600    1,771,816
1,845,416     354,327   3/93   8/92  5-27.5

Marshall
Lane        554,797     20,000      672,691       1,186     20,000      673,877
693,877     137,599  12/92   8/92  5-27.5

Maryville
Prop.       719,677     57,000      834,823      16,663     57,000      851,486
908,486     229,726   3/92   5/92  7-27.5

Monark
Village     327,340     68,900      570,916           0     68,900      570,916
639,816      81,062   3/94   6/94  5-27.5

North
Prairie     883,203      5,000    1,121,143       4,840      5,000    1,125,983
1,130,983     249,773   5/93   9/92  5-27.5

Oak Grove
Villa       405,084      5,000      460,291       8,878      5,000      469,169
474,169     139,138  11/91   4/92  7-27.5
                                                            F-76

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1997
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
              Encum-              and im-     Improve-                and im-
Depre-   struct  uired ciation
Description  brances    Land     provements    ments        Land     provements
Total       ciation  Date    Date    Life
- -----------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------
Oakwood
Village   1,110,433     42,000    1,341,412           0     42,000    1,341,412
1,383,412     316,622   5/92   5/92  7-27.5

Osage
Housing   1,252,478    110,000    2,309,861      35,397    110,000    2,345,258
2,455,258     538,075   6/92   4/92  7-27.5

Osceola
Estates     677,260     54,600      797,763      93,397     56,225      891,160
947,385     211,360   5/92   5/92  7-27.5

PDC Fifty
Five LP   1,297,011     50,170    1,576,823       5,770     50,170    1,582,593
1,632,763     274,900   9/93  10/92  5-27.5

Rainier
Manor     2,690,165    521,000    5,852,852      14,190    521,000    5,867,042
6,388,042     836,922   1/93   4/92  5-27.5

Ridgeview of
Brainerd    863,431     42,800    1,027,499       1,978     42,800    1,029,477
1,072,277     239,763   1/92   3/92  7-27.5

Rio
Members II  775,086     48,938      930,376      19,600     48,938      949,976
998,914     143,732  12/95   7/94  5-27.5

Rolling
Brook III   828,540     35,000    1,006,667       5,318     35,000    1,011,985
1,046,985     246,732  11/92   6/92  7-27.5

School
Street I    765,937    127,852    1,353,622      95,368     38,509    1,448,990
1,487,499     376,269   5/92   4/92  5-27.5
                                                          F-77

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
              Encum-              and im-     Improve-                and im-
Depre-   struct  uired ciation
Description  brances    Land     provements    ments        Land     provements
Total       ciation  Date    Date    Life
- -----------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------
Shenandoah
Village   1,475,722     67,500    1,754,599       1,026     67,500   1,755,625
1,823,125     327,724   2/93   8/92  5-27.5

Showboat
Manor       797,461     31,200      968,253      11,526     31,200     979,779
1,010,979     221,857   2/92   7/92  5-27.5

Sioux Falls
Housing   1,348,385    146,694    2,656,753     (10,211)   146,694   2,646,542
2,793,236     606,719   9/92   5/92  7-27.5

Sunset
Square      741,950     50,000      896,507       7,023     50,000     903,530
953,530     148,305   8/92   90/2  7-27.5

Taylor
Mill        769,646     24,000      936,166          0      24,000     936,166
960,166     209,336   5/92   4/92  7-27.5

Timmons
Village     623,526     15,000      754,172      2,927      38,500     757,099
795,599     165,711   7/92   5/92  7-27.5

University
Meadows   1,945,327     62,985    3,579,473      3,445      62,985   3,582,918
3,645,903     814,154  12/92   6/92  5-28

Valatie
LP        1,380,952     30,000    1,712,263      15,343     30,000   1,727,606
1,757,606     406,076   4/93   6/92  7-27.5

Virgen
Del Pozo  3,339,391    120,000    4,274,133      35,068    120,000   4,309,201
4,429,201     691,646   7/93   8/92  5-27.5
                                                          F-78

                                    Boston Capital Tax Credit Fund III L.P. -
Series 15
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1997
                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**         carried at close
of period
                          ---------------   -----------      ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
              Encum-              and im-     Improve-                and im-
Depre-   struct  uired ciation
Description  brances     Land    provements    ments        Land     provements
Total     ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Villa
Del Mar   1,467,376     50,000    1,792,888           0     50,000    1,792,888
1,842,888     400,273   8/92   8/92  7-27.5

Wauchula
Ltd.      1,479,940     66,720    1,770,669       2,723     66,720    1,773,392
1,840,112     382,375  10/92   9/92  5-27.5

Weedpatch
Inv. Grp. 1,977,464    272,000    2,246,927         378    272,000    2,247,305
2,519,305     195,579   9/94   1/94  5-50

Westernport
Assoc.    1,491,709     18,645    1,833,384           0     18,645    1,833,384
1,852,029     340,529   2/93   7/92  5-27.5

Whitewater
Village     527,672     18,542      637,048       2,806     18,542      639,854
658,396     137,125  11/92   8/92  7-27.5

Wood Park
Pointe    1,171,161    117,500    1,329,664       1,348    117,500    1,331,012
1,448,512     307,803   5/92   6/92  5-27.5
         ----------  ---------  -----------  ----------  ---------  -----------
- -----------  ----------
         84,924,724  6,214,902  111,326,972  18,074,733  6,187,437  129,401,705
135,589,142  24,452,995
         ==========  =========  ===========  ==========  =========  ===========
===========  ==========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1997.
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.
                                                           F-79

Notes to Schedule III
Boston Capital Tax Credit Fund III L.P. - Series 15

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$          0

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 64,786,120
    Improvements, etc.................................          0
    Other.............................................          0
                                                       ----------
                                                                 $ 64,786,120

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 64,786,120
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 52,271,170
    Improvements, etc.................................          0
    Other.............................................          0
                                                       ----------
                                                                 $ 52,271,170

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (69,144)
                                                       ----------
                                                                 $   (69,144)
                                                                  -----------
Balance at close of period - 03/31/94............................$116,988,146
  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................  10,630,188
    Improvements, etc................................     182,886
    Other............................................           0
                                                      -----------
                                                                 $ 10,813,074
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................   (927,768)
                                                      -----------
                                                                 $  (927,768)
                                                                  -----------
Balance at close of period - 03/31/95............................$126,873,452

                                            F-80

Notes to Schedule III - continued
Boston Capital Tax Credit Fund III L.P. - Series 15

Reconciliation of Land Building & Improvements current year changes

Balance at close of period - 03/31/95............................$ 126,873,452
  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................   7,477,482
    Improvements, etc................................     998,864
    Other............................................           0
                                                      -----------
                                                                 $    8,476,346
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/96............................$ 135,349,798
  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     102,413
    Other............................................           0
                                                      -----------
                                                                 $      102,413
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/97............................$ 135,452,211
                                                                  ===========
Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     136,931
    Other............................................           0
                                                      -----------
                                                                 $     136,931
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98............................$ 135,589,142
                                                                  ===========


                                             F-81

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund III - Series 15

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92........................$           0


  Current year expense..................................$ 1,151,027
                                                         ---------

Balance at close of period - 3/31/93..............................$  1,151,027

  Current year expense..................................$ 4,194,293
                                                         ---------

Balance at close of period - 3/31/94..............................$  5,345,320

  Current year expense..................................$ 4,646,907
                                                         ---------

Balance at close of period - 3/31/95..............................$  9,992,227
                                                                     ==========

  Current year expense..................................$ 5,445,282
                                                         ---------

Balance at close of period - 3/31/96..............................$ 15,437,509


  Current year expense..................................$ 4,587,940
                                                         ---------

Balance at close of period - 3/31/97..............................$ 20,025,449
                                                                     ==========

Current year expense..................................  $ 4,427,546
                                                         ---------

Balance at close of period - 3/31/97..............................$ 24,452,995
                                                                     ==========











                                             F-82


</TABLE>
<TABLE>

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

                                    Boston Capital Tax Credit Fund III L.P.-
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                            Subsequent
                            Initial         capitalized     Gross amount at
which
                         cost to company      costs**     carried at close of
period
                         ---------------    -----------  ------
- -----------------------
                                  Buildings                          Buildings
Accum.   Con-    Acq-  Depre-
              Encum-               and im-     Improve-               and im-
Depre-   struct  uired ciation
Description   brances   Land      provements    ments       Land     provements
Total      ciation  Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
1413 Leaven
Worth     1,573,550      8,000    2,927,089     474,235      8,000    3,401,324
3,409,324     632,779   3/93  12/92  5-27.5

Anson     1,285,580     40,202    1,683,348           0     40,202    1,683,348
1,723,550     213,449   9/93  12/92  10-40

Aztec II  1,018,990    115,000    1,299,311       1,369    115,000    1,300,680
1,415,680     274,601   5/93   5/93  5-27.5

Bentonia
Elderly     842,072     21,000      678,677     383,880     21,000    1,062,557
1,083,557     121,519   2/94   7/93  5-27.5

Bernice
Villa       961,430     37,000    1,204,665       4,309     37,000    1,208,974
1,245,974     135,858  10/93   5/93  5-40

Blairsville
Rental I    757,454     58,377      866,980      40,526     35,000      907,506
942,506     108,623   9/94  12/92  5-27.5

Blairsville
Rental II   741,436     84,359      804,895      60,360     49,500      865,255
914,755     106,078  7/94  12/92  5-27.5

Blowing
Rock        588,602     47,500      663,473         686     47,500      664,159
711,659      76,901  11/94  12/93  5-27.5
                                                        F-83

                                    Boston Capital Tax Credit Fund III L.P. -
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close of
period
                          ---------------   -----------     ------
- -----------------------
                                  Buildings                          Buildings
Accum.    Con-    Acq-  Depre-
             Encum-                and im-     Improve-               and im-
Depre-    struct  uired ciation
Description  brances    Land      provements    ments       Land     provements
Total    ciation   Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Branson
Chris-
tian I    1,531,290    163,350    2,990,564       5,340    163,350    2,995,904
3,159,254     462,635   6/94   3/94  5-27.5

Branson
Chris-
tian II   1,106,299          0    2,497,066      36,146          0    2,533,212
2,533,212     372,320   8/94   7/94  5-27.5

Butler
Rental      755,346          0      937,495      15,782          0      953,277
953,277     153,437  9/93  12/92  7-27.5

Canter-
field       769,742     48,000      934,169       1,163     48,000      935,332
983,332     189,533   1/93  11/92  5-27.5

Cape Ann    615,521     18,000    1,833,366      51,824     18,000    1,885,190
1,903,190     297,181  12/93   1/93  7-31.5

Cass
Partners    697,900     45,250    2,026,740           0     45,250    2,026,740
2,071,990     215,959  12/93  12/93  5-27.5

Cedar
Trace       505,775     18,000      639,500       2,925     18,000      642,425
660,425     138,564   7/93  10/92  5-27.5

Concord
Assoc.    1,134,690     61,532    1,223,133     118,404     61,532    1,341,537
1,403,069     286,149   2/93  2/93  5-27.5
                                                          F-84

                                    Boston Capital Tax Credit Fund III L.P.-
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                             Subsequent
                            Initial         capitalized       Gross amount at
which
                         cost to company      costs**       carried at close of
period
                         ---------------    -----------    ------
- -----------------------
                                Buildings                            Buildings
Accum.   Con-   Acq-   Depre-
              Encum-             and im-      Improve-                and im-
Depre-   struct uired  ciation
Description  brances     Land   provements     ments         Land    provements
Total      ciation  Date   Date   Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Clymer Park
Assoc     1,444,636     35,800    1,831,813       1,363    35,800    1,833,176
1,868,976    186,518  11/94  12/92  5-27.5

Cumberland
Wood      1,454,417    114,449    1,780,622      59,361   129,538    1,839,983
1,969,521    157,934  10/94  12/93  6-40

Davenport
Housing   3,103,590    223,889    6,598,309      54,772   223,889    6,653,081
6,876,970  1,115,383   2/94  10/93  7-27.5

Deer Run    710,946     30,000    1,536,783           0    30,000    1,536,783
1,566,783    281,682   3/93   8/93  5-27.5

Eastman
Elderly   1,183,172     80,000    1,428,172      23,947    36,900    1,452,119
1,489,019    232,724  10/93  12/92  5-27.5

Fairmeadow
Apts.       885,753     53,296    1,184,327      39,781    53,296    1,224,108
1,277,404    135,619   7/93   1/93  5-27.5

Falcon
Ridge     1,049,182     25,000    1,332,798      19,150    25,000    1,351,948
1,376,948    108,914   1/95   4/94  5-27.5

Gibson      910,256     30,290    1,138,786         350    30,290    1,139,136
1,169,426    164,488   6/93  12/92  5-27.5

                                                          F-85

                                    Boston Capital Tax Credit Fund III L.P. -
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                               Subsequent
                            Initial          capitalized       Gross amount at
which
                         cost to company       costs**       carried at close of
period
                         ---------------     -----------    ------
- -----------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-  Depre-
             Encum-               and im-      Improve-                and im-
Depre-   struct  uired ciation
Description  brances   Land      provements     ments       Land     provements
Total     ciation  Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Greenfield  533,849     25,000      649,793           0     25,000      649,793
674,793     148,669   5/93   1/93  7-27.5

Greenwood 1,478,650     62,076    1,480,776     336,322     62,076    1,817,098
1,879,174     342,298  10/93  11/93  5-27.5

Harmony
House     1,477,187     57,000    1,764,438      14,574     57,000    1,779,012
1,836,012     249,097   7/93  11/92  5-27.5

Haynes
House     3,425,071    685,381    5,956,903   2,283,349    674,499    8,240,252
8,914,751     618,107   u/c    8/94  12-40

Holly Tree  887,097     58,900    1,069,733       5,597     58,900    1,075,330
1,134,230     216,475   2/93  11/92  5-27.5

Idabel
Prop.     1,389,051     50,000    1,791,971           0     50,000    1,791,971
1,841,971     344,727  12/93   4/93  5-25.5

Isola
Square      972,440     22,300      250,691     972,885     22,300    1,223,576
1,245,876     119,267   4/94  11/93  7-40

Joiner
Elderly     820,643     47,719    1,026,013           0     47,719    1,026,013
1,073,732     203,201   6/93   1/93  5-40

Lawrenceville
Manor     1,424,777     61,370    1,660,796         803     61,370    1,664,032
1,725,402     251,143   7/94   2/94  5-27.5


                                                          F-86

                                    Boston Capital Tax Credit Fund III L.P. -
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1997

                                             Subsequent
                              Initial       capitalized        Gross amount at
which
                           cost to company    costs**       carried at close of
period
                           ---------------  -----------    ------
- -----------------------
                                  Buildings                          Buildings
Accum.   Con-    Acq-   Depre-
             Encum-                and im-     Improve-               and im-
Depre-   struct  uired ciation
Description  brances     Land     provements    ments       Land     provements
Total     ciation  Date    Date    Life
- -------------------------------------------
- -------------------------------------------------------------------------------
- ----
Lawtell
Manor       930,662     45,000    1,201,948      11,737     45,000    1,213,685
1,258,685     141,881   8/93   4/93  7-40

Logan
Lane      1,301,408     54,000    1,602,465       2,962     54,000    1,605,427
1,659,427     315,395   3/93   9/92  5-27.5

Mariners
Pointe
I &II     3,965,012    170,020    7,548,131      66,263    170,020    7,617,394
7,784,414   1,453,475  8/93  12/92  7-27.5

Meadows of
Southgate 2,323,073    252,000    4,575,879           0    252,000    4,575,879
4,827,879     384,774   5/94  7/93  12-40

Mendota
Village   1,982,426    136,140    2,421,001           0    136,140    2,421,001
2,557,141     256,455   5/93  12/92  5-50

Midcity   3,102,095     15,058    6,611,666       4,800     15,058    6,616,466
6,631,524     831,766   6/94   9/93  5-27.5

Newport
Housing   1,252,686    160,000    1,405,411      (3,274)   160,000    1,402,137
1,562,137     169,873  10/93   2/93  5-27.5

Newport
Manor       960,136     31,908    1,175,109      26,161     31,908    1,201,270
1,233,178     143,310  12/93   9/93  5-40


                                                           F-87

                                    Boston Capital Tax Credit Fund III L.P. -
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
              Encum-              and im-     Improve-                and im-
Depre-   struct  uired ciation
Description  brances    Land     provements    ments        Land     provements
Total       ciation  Date    Date    Life
- -----------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------
Palantine
LP        1,433,708     37,400    1,785,282         854     37,400    1,786,136
1,823,536     289,812   5/94   5/94  5-27.5

Riviera
Apts.     1,711,123    100,000    2,979,700     579,524    132,400    3,559,224
3,691,624     536,751  12/93  12/92  5-27.5

Sable
Chase     5,145,068    502,774   12,248,475      11,897    502,774   12,260,372
12,763,146   1,733,804  12/94  12/93  7-27.5

St.Croix
Commons   1,113,590     44,681    2,607,046    (666,994)    44,681    1,940,052
1,984,733     284,901  12/94  10/94  5-27.5

St. Joseph
SQ          961,599     37,500    1,167,702         473     37,500    1,168,175
1,205,675     135,542   9/93   5/93  5-40

Simmes-
port        951,657     60,000    1,171,005         772     60,000    1,171,777
1,231,777     140,275   6/93   4/93  7-40

Stony-
Ground    1,436,698    127,380    1,794,961      (3,650)   129,005    1,791,311
1,920,316     343,081   6/93  12/92  5-27.5

Summers-
ville       623,008     20,000      774,259           0     20,000      774,259
794,259     176,620   6/93   5/93  5-27.5

                                                            F-88

                                    Boston Capital Tax Credit Fund III L.P. -
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
              Encum-              and im-     Improve-                and im-
Depre-   struct  uired ciation
Description  brances    Land     provements    ments        Land     provements
Total       ciation  Date    Date    Life
- -----------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------
Talbot
Village     682,948     22,300      833,494       7,289     22,300      840,783
863,083     163,294   4/93   8/92  5-27.5

Tchula
Elderly     836,162     20,000    1,071,899       1,332     20,000    1,073,231
1,093,231     133,225  12/93   7/93  5-27.5

Toulumne
City      1,606,725    190,000    1,912,157           0    190,000    1,912,157
2,102,157     187,774   8/93  12/92  5-50

Turtle
Creek       852,336     23,141    1,113,511       2,485     23,141    1,115,996
1,139,137     141,310  10/93   5/93  7-40

Twin Oaks
Assoc.    1,473,132     45,000    1,776,674       7,868     45,000    1,784,542
1,829,542     233,281   9/93  12/92  5-27.5

Victoria
Pointe    1,447,234    153,865    1,437,570     352,716    128,900    1,790,286
1,919,186     216,324   1/95  10/94  5-27.5

Viste Linda
Apts.     2,509,415    143,253    2,961,671       2,518    143,253    2,962,569
3,107,442     498,383  12/93   1/93  5-27.5

Wakefield
Housing   1,265,082     88,564    1,480,003       3,199     88,564    1,483,202
1,571,766     206,040   2/93   9/92  10-40

                                                           F-89

                                    Boston Capital Tax Credit Fund III L.P. -
Series 16
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**         carried at close
of period
                          ---------------   -----------      ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
              Encum-              and im-     Improve-                and im-
Depre-   struct  uired ciation
Description  brances     Land    provements    ments        Land     provements
Total     ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
West End
Manor       993,128     52,300    1,188,913       (298)     52,300    1,188,615
1,240,915     229,718   5/93   5/93  5-27.5

Westchester
Oak Grove 1,217,182     38,010    2,281,529     41,234      35,000    2,322,763
2,357,763     503,487   4/93  12/92  5-27.5
Westchester
St. Joe   1,632,404    100,000    3,211,620     65,437     100,000    3,277,057
3,377,057     654,983   6/93   7/93  5-27.5

Westville
Prop.       721,771     25,000      912,139          0      25,000      912,139
937,139     190,189   7/93   2/93  5-25

Wilcox Inv.
Group     1,106,534     58,500    1,376,329          0      58,500    1,376,329
1,434,829     146,050   6/93   1/93  7-50

Woodlands
Apts        929,570     30,000      668,555    532,209      30,000    1,200,764
1,230,764     140,793   2/95   9/94  5-27.5
         ----------  ---------  ----------- ----------   ---------  -----------
- -----------  ----------
         84,500,343  5,211,834  128,989,299  6,059,150   5,120,755  135,048,449
140,169,204  19,645,496
         ==========  =========  =========== ==========   =========  ===========
===========  ==========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1997.
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.
                                                         F-90
</TABLE>

Notes to Schedule III
Boston Capital Tax Credit Fund III L.P. - Series 16

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$          0

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  4,191,631
    Improvements, etc.................................          0
    Other.............................................          0
                                                       ----------
                                                                 $ 4,191,631

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$  4,191,631
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 32,686,042
    Improvements, etc................................. 43,162,006
    Other.............................................          0
                                                       ----------
                                                                 $ 75,848,048

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 80,039,679
  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................  15,495,343
    Improvements, etc................................  41,448,097
    Other............................................           0
                                                      -----------
                                                                 $ 56,943,440
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$136,983,119

                                             F-91

Notes to Schedule III - continued
Boston Capital Tax Credit Fund III L.P. - Series 16

Reconciliation of Land Building & Improvements current year changes

Balance at close of period - 03/31/95............................$136,983,119
  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................     106,204
    Improvements, etc................................   5,007,023
    Other............................................           0
                                                      -----------
                                                                 $    106,204
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................    (675,394)
                                                      -----------
                                                                 $   (675,394)
                                                                  -----------
Balance at close of period - 03/31/96............................$141,420,952
   Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................      97,846
    Other............................................           0
                                                      -----------
                                                                 $     97,846
 Deductions during period:
    Cost of real estate sold.........................$ (1,512,675)
    Other............................................           0
                                                      -----------
                                                                 $ (1,512,675)
                                                                  -----------
Balance at close of period - 03/31/97............................$140,006,124

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     163,080
    Other............................................           0
                                                      -----------
                                                                 $    163,080
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98............................$140,169,204
                                                                  ===========


                                           F-92

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund III L.P. - Series 16

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92........................$          0


  Current year additions*...............................$        0
                                                         ---------

Balance at close of period - 3/31/93..............................$         0

  Current year additions*...............................$1,347,806
                                                         ---------

Balance at close of period - 3/31/94..............................$ 1,347,806

  Current year additions*...............................$3,630,765
                                                         ---------

Balance at close of period - 3/31/95..............................$ 4,978,571

  Current year additions*...............................$5,098,416
                                                         ---------

Balance at close of period - 3/31/96..............................$10,076,987

  Current year additions*...............................$4,859,372
                                                         ---------

Balance at close of period - 3/31/97..............................$14,936,359


Current year additions*.................................$4,709,137
                                                         ---------

Balance at close of period - 3/31/98..............................$19,645,496
                                                                   ==========






*-Total includes current year expense and amounts capitalized to building basis.






                                          F-93

<TABLE>

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

                                    Boston Capital Tax Credit Fund III L.P. -
Series 17
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                Buildings                           Buildings
Accum.   Con-    Acq-   Depre-
             Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
Description  brances     Land   provements      ments       Land    provements
Total     ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Annadale
Housing   4,577,617    226,000   12,180,150           0    226,000   12,185,100
12,411,100   1,644,047   6/90   1/96  5-27.5

Artesia
Prop.     1,423,532     30,730    1,865,231       1,115     30,730    1,866,346
1,897,076     273,299   9/94   9/94  5-27.5

Aspen
Ridge       873,002     36,000    2,004,059      22,015    36,000     2,026,074
2,062,074     354,715  11/93   9/93  5-27.5

Bladen-
boro      1,018,663     16,000    1,213,015     (27,474)    16,000    1,185,541
1,201,541     121,724   7/95   3/95  5-27.5

Brewer
St.       1,201,077          0    2,296,514      14,880          0    2,311,394
2,311,394     438,809   7/93   6/93  5-27.5

Briarwood
Apts.       917,416     38,500       20,850   1,203,704     38,952    1,224,554
1,263,506     102,260   7/93   6/93  5-27.5

Briarwood
Village   1,133,273     42,594    1,418,259       2,214     42,594    1,420,473
1,463,067     216,956   5/94  10/93  5-27.5


                                                F-94

                                    Boston Capital Tax Credit Fund III L.P. -
Series 17
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                          Buildings
Accum.    Con-   Acq-   Depre-
             Encum-               and im-      Improve-              and im-
Depre-    struct uired  ciation
Description  brances   Land      provements     ments       Land    provements
Total     ciation   Date   Date   Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Briarwood
Dekalb    1,556,606     96,000    2,943,443      15,207    96,000    2,958,650
3,054,650     318,234   6/94  10/93  5-40

Cairo
Housing   1,073,827     17,000    1,309,062       9,267    17,000    1,318,329
1,335,329     257,494   4/93   5/93  7-27.5

California
Inv  VI   3,919,367    400,000    7,446,261  (1,596,778)   400,000   5,849,483
6,249,483   1,833,309   5/89   1/94  5-27.5

California
Inv VII   8,934,496    803,050   25,913,966     236,129    803,050  26,150,095
26,953,145   3,714,028  12/93  12/93  5-27.5

Cambridge
YMCA      2,561,302     95,200    5,135,233       4,458     95,200   5,139,691
5,234,891     904,281  12/93   4/93  5-27.5

Caneyville
Prop.       479,633     36,000      601,775     (13,800)    36,000     587,975
623,975     115,559   4/93   5/93  5-27.5

Clinton
Estates     740,556     47,533      891,872           0     47,533     891,872
939,405     125,643  12/94  12/94  5-27.5

Cloverport
Prop.       758,953     21,500      947,659      (7,038)    21,500     940,621
962,121     176,476   7/93   4/93  5-27.5

College
Green     3,781,020    225,000    6,774,847      38,689    225,000   6,813,536
7,038,536     703,949   8/95   3/95  5-27.5
                                                          - F-95 -

                                    Boston Capital Tax Credit Fund III L.P.-
Series 17
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                          Buildings
Accum.    Con-   Acq-  Depre-
             Encum-               and im-      Improve-              and im-
Depre-    struct uired ciation
Description  brances    Land     provements     ments       Land    provements
Total     ciation   Date   Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Croften
Assoc.      807,528     46,511      961,097           0     46,511      961,097
1,007,608     110,105   3/93   4/93  5-27.5

Cypress
Point     2,952,184    265,000    4,794,440      35,379    265,000    4,829,819
5,094,819     450,320  12/94   2/94  5-27.5

Deerwood
Villlage    638,923     29,138      804,512       1,997     29,138      806,509
835,647     116,052   7/94   2/94  5-27.5

Doyle
Village   1,173,713    100,000    1,435,520       2,266    100,000    1,437,786
1,537,786     218,430   4/94   9/93  5-27.5

Gallaway
Assoc.    1,059,860     35,600    1,307,158       9,725     35,600    1,316,883
1,352,483     148,802   5/93   4/93  5-27.5

Glen-
Ridge     2,051,802    350,000    2,208,213       2,638    350,000    2,210,851
2,560,851     242,513   6/94   6/94  5-27.5

Green
Acres     1,216,346    173,447    1,366,874       3,692    173,447    1,370,566
1,544,013     204,508   1/95  11/94  5-27.5

Greenwood
Place     1,063,598     44,400      299,685   1,119,901     44,400    1,419,586
1,463,986     122,311   8/94  11/93  7-40

Hackley
Barclay   3,686,381    174,841    4,603,493     301,622    175,000    4,905,115
5,080,115     698,349  12/94  12/93  5-27.5
                                                        F-96

                                    Boston Capital Tax Credit Fund III L.P. -
Series 17
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                              Subsequent
                             Initial         capitalized       Gross amount at
which
                          cost to company      costs**       carried at close of
period
                          ---------------    -----------    ------
- -----------------------
                                Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
             Encum-              and im-       Improve-                and im-
Depre-   struct  uired  ciation
Description  brances   Land     provements      ments      Land      provements
Total    ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Henson
Creek     4,008,753    945,000    7,971,879       6,649    945,000    7,978,528
8,923,528     840,296   4/94   5/93  5-27.5

Hickman
Assoc.      541,610     24,000      673,642           0     24,000      673,642
697,642      68,224  12/93  11/93  5-27.5

Houston
Village     673,690     11,500      850,901       1,290     11,500      852,191
863,691     131,203   5/94  12/93  5-27.5

Ivywood   3,051,181    290,542    5,712,656      10,661    290,542    5,723,317
6,013,859   1,036,505  10/93   6/93  5-27.5

Jonestown
Manor       869,905          0      311,764     932,471     36,900    1,244,235
1,281,135     100,485  12/94  12/93  7-40

Largo
Center    3,862,987  1,012,500    7,262,001      26,983  1,012,500    7,288,984
8,301,484     687,448   6/94   3/93  5-27.5

Lee
Terrace   1,492,281     93,246        4,573   1,706,293     93,246    1,710,866
1,804,112     221,712  12/94   2/94  5-27.5

Midland     978,259     60,000    2,422,788       2,298     60,000    2,425,086
2,485,086     298,540   6/94   9/93  5-27.5

Mount
Vernon    2,305,194    200,000    3,141,984     137,425    200,000    3,279,409
3,479,409     392,295  12/88   2/89  5-27.5


                                                           F-97

                                   Boston Capital Tax Credit Fund III L.P. -
Series 17
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                              Subsequent
                             Initial         capitalized       Gross amount at
which
                          cost to company      costs**       carried at close of
period
                          ---------------    -----------    ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-  Depre-
             Encum-               and im-       Improve-              and im-
Depre-   struct  uired ciation
Description  brances     Land    provements      ments       Land    provements
Total      ciation  Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Oakwood
of Bennet-
sville      880,315     60,000    1,074,857       2,524     60,000    1,077,381
1,137,381     195,289  12/93   9/93  5-27.5

Opelousas
Point     1,394,818     50,000      559,121   1,361,278     50,000    1,920,399
1,970,399     193,823   3/94   1/93  5-27.5

Palmetto
Villas    1,615,004     60,724    2,034,151           0     60,724    2,034,151
2,094,875     276,166   4/94   5/94  5-27.5

Park
Place II  1,180,200    112,000    1,408,102           1    112,000    1,408,103
1,520,103     219,639   4/94   2/94  7-27.5

Pinehurst   811,185     24,000    1,033,022      31,891     24,000    1,064,913
1,088,913     175,173   2/94   2/94  5-27.5

Quail
Village     884,336     30,450    1,060,273       2,468     30,450    1,062,741
1,093,191     147,222   2/94   9/93  7-27.5

Sea
Breeze    1,237,696     94,000    1,515,733           0     94,000    1,515,733
1,609,733     187,133   1/95   3/94  5-27.5

Shawnee
Village   1,239,879    182,786    2,347,227      23,438    182,786    2,370,665
2,553,451     508,607  10/92   2/93  7-27.5

Sixth
St. Apts  2,314,685    151,687    1,123,504   3,189,685    162,687    4,313,189
4,475,876     409,566  12/94  12/93  5-27.5
                                                       F-98

                                    Boston Capital Tax Credit Fund III L.P. -
Series 17
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                              Subsequent
                             Initial         capitalized       Gross amount at
which
                          cost to company      costs**       carried at close of
period
                          ---------------    -----------    ------
- -----------------------
                                 Buildings                           Buildings
Accum.   Con-    Acq-  Depre-
             Encum-               and im-       Improve-              and im-
Depre-   struct  uired ciation
Description  brances     Land    provements      ments       Land    provements
Total      ciation  Date    Date  Life
- --------------------------------------------------------------------------------
- ----------------------------------------------
Skowhegan
Housing   1,708,870    100,000    2,121,472      45,390    100,000    2,166,862
2,266,862     301,580   6/94   9/93  5-27.5

Soledad   1,962,504    340,000    2,005,222           0    340,000    2,005,222
2,345,222     179,390   1/94  10/96  5-50

Sugarwood
Park      3,549,760    281,875    5,949,680       1,697    281,875    5,951,377
6,233,252     674,318   7/95   4/94  5-27.5

Voorhees-
ville     1,103,720     74,600    1,254,914       5,056     74,600    1,259,970
1,334,570     234,640   5/93   7/93  7-27.5

Waynesburg
Housing   1,500,200    169,200    2,113,822      53,753     18,100    2,167,575
2,185,675     135,402  12/95   7/94  5-27.5

White
Castle      778,284     84,800      948,687       4,474     84,800      953,161
1,037,961     129,016   5/94   6/94  27.5
         ----------  ---------  -----------  ----------  ---------  -----------
- -----------  ----------
         89,545,991  7,802,954  145,645,163   5,706,224  7,700,365  154,575,646
162,276,011  21,355,845
         ==========  =========  ===========  ==========  =========  ===========
===========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1997.
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.
                                                         F-99
</TABLE>
Notes to Schedule III
Boston Capital Tax Credit Fund III L.P. - Series 17

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/93..........................$          0

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 58,662,502
    Improvements, etc.................................          0
    Other.............................................          0
                                                       ----------
                                                                 $ 58,662,502

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 58,662,502
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 31,044,766
    Improvements, etc................................. 39,965,487
    Other.............................................          0
                                                       ----------
                                                                 $ 71,010,253

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................    (26,680)
                                                       ----------
                                                                 $    (26,680)
                                                                  -----------
Balance at close of period - 03/31/95............................$129,646,075

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................   9,769,183
    Improvements, etc................................  11,596,518
    Other............................................           0
                                                      -----------
                                                                 $ 21,365,701
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................    (13,800)
                                                      -----------
                                                                 $    (13,800)
                                                                  -----------
Balance at close of period - 03/31/96............................$150,997,976

                                               F-100
Notes to Schedule III - continued
Boston Capital Tax Credit Fund III L.P. - Series 17

Reconciliation of Land Building & Improvements current year changes

Balance at close of period - 03/31/96............................$150,997,976
   Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................  12,406,150
    Improvements, etc................................     133,058
    Other............................................           0
                                                      -----------
                                                                 $ 12,539,208
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/97............................$163,537,184


Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     337,191
    Other............................................           0
                                                      -----------
                                                                 $    337,191
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................$ (1,598,364)
                                                      -----------
                                                                 $  (1,598,364)
                                                                   -----------
Balance at close of period - 03/31/98............................$ 162,276,011
                                                                   ===========















                                               F-101

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund III L.P. - Series 17

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/93.........................$         0


  Current year expense..................................$  727,342
                                                         ---------

Balance at close of period - 3/31/94..............................$   727,342

  Current year expense..................................$4,342,560
                                                         ---------

Balance at close of period - 3/31/95..............................$ 5,069,902

  Current year expense..................................$4,963,158
                                                         ---------

Balance at close of period - 3/31/96..............................$10,033,060

  Current year expense..................................$6,281,850
                                                         ---------

Balance at close of period - 3/31/97..............................$16,314,910


Current year expense............................  ......$5,040,935
                                                         ---------

Balance at close of period - 3/31/98..............................$21,355,845
                                                                   ==========


















                                               F-102

<TABLE>

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

                                    Boston Capital Tax Credit Fund III L.P. -
Series 18
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
               Encum-           and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description   brances    Land   provements    ments       Land   provements
Total     ciation   Date    Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------   Arch Devel-
opment     2,612,884   107,387  6,724,849     19,132    107,387   6,743,981
6,851,368    771,382  12/94   4/94   7-27.5

Aurora LP  1,416,725    65,000  1,704,709      5,096     65,000   1,709,805
1,774,805    329,219   9/93   6,93   5-27.5

Bear Creek
of Naples  4,920,780   488,011  8,884,145      1,722    491,639   8,885,867
9,377,506  1,330,688   4/95   3/94   5-27.5

Chatham LP 1,428,426    75,000  1,727,394      4,634     75,000   1,732,028
1,807,028    314,478  12/93   1/94   5-27.5

Chelsea
Square       301,393    21,000    939,281          0     21,000     939,281
960,281     90,645  12/94   8/94   7-34

Clarke
School     2,553,154   200,000  5,493,464    228,794    200,000   5,722,258
5,922,258    441,874  12/94  12/94   5-27.5

Ellijay
Rental       826,339    48,000  1,000,609          0     48,000   1,000,609
1,048,609     75,045   1/95   1/94   40

Evergreen
Hills      2,819,733   157,537  4,337,312    561,968    157,537   4,899,280
5,056,817    765,356   1/95   8/94   5-27.5

                                                        F-103

                                    Boston Capital Tax Credit Fund III L.P. -
Series 18
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments        Land   provements
Total     ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Glen
Place      1,235,919    60,610  3,489,218   (171,258)    60,610   3,317,960
3,378,570    433,277   6/94   4/94   5-27.5

Harris
Housing    1,329,732   200,000    266,624  2,564,321    160,000   2,830,945
2,990,945    152,475  11/95   6/94   5-27.5

Humboldt I   710,376    40,191    845,252          0     40,191     845,252
885,443    103,682   4/95   8/94   5-27.5

Jackson
Housing      866,522    30,250  1,080,272    (10,648)    30,250   1,069,624
1,099,874    138,354   6/94   1/94   5-27.5

Lakeview
Meadows II 1,631,579    88,920  2,775,712          0     88,920   2,775,712
2,864,632    254,028   5/94   8/93   5-27.5

Lanthrop
Properties   744,307    34,800    931,788      1,654     34,800     933,442
968,242    151,087   5/94   4/94   5-27.5

Leesville
Elderly    1,255,777   144,000  2,018,242          0    144,000   2,018,242
2,162,242    179,483   6/94   6/94   7-40

Lockport
Elderly      985,098   125,000  1,524,202          0    125,000   1,524,202
1,649,202    126,487   9/94   7/94   5-27.5

Maple Leaf
Apts.      1,105,876    22,860  1,355,390     74,939     22,860   1,430,329
1,453,189    122,169  12/94   8/94   5-27.5

                                                        F-104


                                     Boston Capital Tax Credit Fund III L.P. -
Series 18
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------  ------
- -----------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provements
Total    ciation  Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Marengo
Park         733,421    50,010    886,695          0     50,010     886,695
936,705    147,772   3/94  10/93   5-27.5

Natchitoches
Elderly      962,038    50,000  1,634,279     10,000     50,000   1,644,279
1,694,279    125,454  12/94   6/94   7-40

Newton I     811,403    57,500    979,345          0     57,500     979,345
1,036,845    134,735   9/94  11/93   5-27.5

Oskaloosa I  484,154    32,000    589,423        476     32,000     589,899
621,899     80,595   9/94  11/93   5-27.5

Parvins LP   855,899    41,508  1,741,048      4,742     41,508   1,745,790
1,787,298    281,041  11/93   8/93   5-27.5

Peach
Tree LP    1,488,901   157,027  1,617,470      2,306    157,027   1,619,776
1,776,803    345,248   7/93   1/94   5-27.5

Ponderosa
Meadows    1,494,891    82,454  1,903,972      7,797     82,454   1,911,769
1,994,223    194,330  5/94   3/94   5-27.5

Preston
Wood       1,207,101    66,000  2,515,136          0     66,000   2,515,136
2,581,136    371,556  12/94  12/93   5-27.5

Richmond
Manor      1,034,866    54,944  1,285,522        266     54,944   1,285,788
1,340,732    209,475   6/94   6/94   5-27.5

Rio
Grande     2,277,660    96,480  2,999,680     10,065     96,480   3,009,745
3,106,225    306,877   5/94   6/94   5-27.5
                                                        F-105

                                     Boston Capital Tax Credit Fund III L.P.-
Series 18
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------  ------
- -----------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired  ciation
Description    brances    Land   provements    ments       Land   provements
Total    ciation  Date    Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Ripley
Housing      504,829    14,000    646,850      4,799     14,000     651,649
665,649     57,796   7/94   1/94   5-40

San Joaquin
Entpr. III 1,835,545    55,000  2,463,181          0     55,000   2,463,181
2,518,181    168,150  12/94   3/94   5-50

Troy Est.    698,219    45,000    826,432     11,798     45,000     838,230
883,230    147,820   1/94  12/93   5-27.5

Virginia
Avenue     1,357,598   121,238  3,510,339      5,299    121,238   3,515,638
3,636,876    460,521  10/94  10/94   5-27.5

Vista Loma 1,609,548   267,612  1,600,128     44,416    267,612   1,644,544
1,912,156    149,911   9/94   5/94   5-27.5

Vivian
Elderly      998,036    45,000  1,668,938          0     45,000   1,668,938
1,713,938    137,873   9/94   7/94   7-40

Westminister
Meadows    2,099,908   250,000  3,605,890      5,880    250,000   3,611,770
3,861,770    571,604  11/94  12/93   5-27.5
          ---------- --------- ----------  ---------  ---------  ----------   --
- --------  ---------
          47,198,760 3,394,339 75,572,791  3,388,198  3,357,967  78,960,989
82,318,956  9,670,487
          ========== ========= ==========  =========  =========  ==========
==========  =========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1997.
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.
                                                         F-106
</TABLE>

Notes to Schedule III
Boston Capital Tax Credit Fund III L.P. - Series 18

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/93.......................$          0

  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................  4,002,185
    Improvements, etc..............................          0
    Other..........................................          0
                                                    ----------
                                                              $  4,002,185

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------

Balance at close of period - 03/31/94.........................$  4,002,185
  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions............................. 42,200,169
    Improvements, etc.............................. 19,531,960
    Other..........................................          0
                                                    ----------
                                                              $ 61,732,129

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------
Balance at close of period - 03/31/95.........................$ 65,734,314
  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................  16,282,424
    Other..........................................           0
                                                    -----------
                                                               $ 16,282,424
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/96..........................$ 82,016,738
                                            F-107

Notes to Schedule III - continued
Boston Capital Tax Credit Fund III L.P. - Series 18

Reconciliation of Land Building & Improvements current year changes

Balance at close of period - 03/31/96...........................$ 82,016,738
   Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     137,752
    Other............................................           0
                                                      -----------
                                                                 $    137,752
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/97...........................$ 82,154,490
                                                                  ===========

Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     164,466
    Other............................................           0
                                                      -----------
                                                                 $    164,466
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/98...........................$ 82,318,956
                                                                  ===========















                                            F-108

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund III L.P. - Series 18

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/93.........................$         0

  Current year expense..................................$   39,475
                                                         ---------

Balance at close of period - 3/31/94..............................$    39,475

  Current year expense..................................$  911,009
                                                         ---------

Balance at close of period - 3/31/95..............................$   950,484

  Current year expense..................................$2,835,031
                                                         ---------

Balance at close of period - 3/31/96..............................$ 3,785,515

  Current year expense..................................$3,000,815
                                                         ---------

Balance at close of period - 3/31/97..............................$ 6,786,330
                                                                   ==========

Current year expense..................................  $2,884,157
                                                         ---------

Balance at close of period - 3/31/98..............................$ 9,670,487
                                                                   ==========



















                                            F-109

<TABLE>

<S>       <C>         <C>       <C>        <C>           <C>      <C>
<C>          <C>       <C>     <C>     <C>
                                    Boston Capital Tax Credit Fund III L.P. -
Series 19
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
               Encum-           and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description   brances    Land   provements    ments       Land   provements
Total      ciation   Date    Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------  Ankeney
Housing    3,702,186   217,500  8,144,577     77,142    217,500   8,221,719
8,439,219     659,203   3/95   8/94   10-40

Carrollton
Villa      1,289,993    60,015  2,682,843    (39,651)    60,015   2,643,192
2,703,207     352,584   3/95   6/94   5-27.5

Clarke
School     2,553,154   200,000  5,493,464    228,794    200,000   5,722,258
5,922,258     441,874  12/94  12/94   12-40

Forest
Associates   665,237    13,900    396,391    472,998     13,900     869,389
883,289     355,180   3/78   4/95   5-27.5

Garden Gate,
Ft. Worth  5,839,879   678,867  2,532,572  6,400,876    678,867   8,933,448
9,612,315     940,910   5/95   5/95   5-27.5

Garden Gate,
Plano      7,325,979   689,318    844,673  8,513,010    689,318   9,357,683
10,047,001     979,632  23/95   2/94   5-27.5

Hebbronville
Apts.        520,486    50,711    650,002          0     50,711     650,002
700,713      60,965   4/94  12/93   7-40

Hollister
Inv. Group 1,743,304   400,000  1,906,641    (62,130)   400,000   1,844,511
2,244,511      99,586   5/95   3/95   5-50
                                                       F-110 -

                                    Boston Capital Tax Credit Fund III L.P. -
Series 19
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1998
                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------  ------
- -----------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-    struct  uired   ciation
Description   brances    Land   provements    ments        Land   provements
Total    ciation   Date    Date    Life
- --------------------------------------------------------------------------------
- -------------------------------------------  Holts Summit
Square     1,294,714   110,373    524,966  2,018,479    110,373   2,543,445
2,653,818     345,393  12/94   6/94   5-27.5

Independence
Properties   858,246    38,500    503,166    517,210     38,500   1,020,376
1,058,876     105,793  12/94   6/94   5-40

Jefferson
Square     2,547,818   385,000  4,548,650     47,758    385,000   4,596,408
4,981,408     367,135   8/95   5/94   5-27.5

Jenny Lynn
Properties   806,172    65,000    958,809      7,000     65,000     965,809
1,030,809     127,328   9/94   1/94   5-27.5

Jeremy
Associates 3,794,626   522,890  6,954,516     49,155    522,890   7,003,671
7,526,561     340,957  12/95   6/96   5-27.5

Lone Star
Senior       615,597    20,492    835,453          0     20,492     835,453
855,945      74,875   5/94  12/93   7-40

Madison
L.P.         664,872    42,707    810,978          0     32,500     810,978
843,478     104,998  10/94  12/93   5-27.5

Manasura
Villa        967,493    20,254    301,687    990,944     25,000   1,292,631
1,317,631      79,073   8/95   5/94   5-27.5


Martindale
Apts.        684,833    40,270    861,032          0     40,270     861,032
901,302      85,292   1/94  12/93   7-40
                                                        F-111

                                     Boston Capital Tax Credit Fund III L.P. -
Series 19
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------  ------
- -----------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired  ciation
Description    brances    Land   provements    ments       Land   provements
Total    ciation   Date   Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Munford
Village      764,418    24,800    980,102        229     24,800     980,331
1,005,131      98,635   4/94  10/93   5-40

Northpointe
LP         4,751,980   371,000  9,834,451      1,377    371,000   9,835,828
10,206,828     642,837   6/95   7/94   5-27.5

Sahale
Heights      858,298    72,000  1,062,350        111     72,000   1,062,461
1,134,461     150,227   6/94   1/94   5-27.5

Sherwood
Knoll        781,126    45,000    963,996      5,762     45,000     969,758
1,014,758      99,322   4/94  10/93   5-40

Sugarwood
Park       3,549,760   281,875  5,949,680      1,697    281,875   5,951,377
6,233,252     674,318   7/95   4/94   5-27.5

Summerset
Housing      960,190    68,665  1,160,825    (25,664)    68,665   1,135,161
1,203,826      86,320  11/95   1/94   7-27.5

Vista's
Associates 3,286,144   831,600  7,055,338      5,229    831,600   7,060,567
7,892,167     634,578   1/95  12/93   5-27.5

Wedgewood
Lane       1,002,164    85,000  1,106,604      5,050     85,000   1,111,654
1,196,654     111,994   9/94   6/94   5-40


                                                          F-112 -

                                     Boston Capital Tax Credit Fund III L.P. -
Series 19
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1998
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------  ------
- -----------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired  ciation
Description    brances    Land   provements    ments       Land   provements
Total    ciation   Date   Date   Life
- --------------------------------------------------------------------------------
- -------------------------------------------
Willowood
Park       4,251,341   511,051  6,867,791    145,340    511,051   7,013,131
7,524,182     956,411  12/94  11/93   5-27.5
          ---------- --------- ---------- ----------  ---------  ----------   --
- --------   ---------
          56,080,010 5,846,788 73,931,557 19,360,716  5,841,327  93,292,273
99,133,600   8,975,420
          ========== ========= ========== ==========  =========  ==========
==========   =========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1997.
*Decrease due to a reallocation of acquisition costs.
There were no carrying costs as of December 31, 1997.  The column has been
omitted for presentation purposes.



                                                          F-113
</TABLE>

Notes to Schedule III
Boston Capital Tax Credit Fund III L.P. - Series 19

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/93.......................$          0

  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................  9,012,131
    Improvements, etc..............................          0
    Other..........................................          0
                                                    ----------
                                                              $  9,012,131
  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------
Balance at close of period - 03/31/94.........................$  9,012,131
  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions............................. 24,845,235
    Improvements, etc.............................. 13,156,474
    Other..........................................          0
                                                    ----------
                                                              $ 38,001,709

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------
Balance at close of period - 03/31/95.........................$ 47,013,840
  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................     410,291
    Improvements, etc..............................  52,257,570
    Other..........................................           0
                                                    -----------
                                                               $ 52,667,861
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/96..........................$ 99,681,701

                                           F-114

Notes to Schedule III - continued
Boston Capital Tax Credit Fund III L.P. - Series 19

Reconciliation of Land Building & Improvements current year changes

Balance at close of period - 03/31/96.............................$ 99,861,701
   Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................   7,477,406
    Improvements, etc................................     594,800
    Other............................................           0
                                                      -----------
                                                                  $  8,072,206
 Deductions during period:
    Cost of real estate sold.........................$ (8,720,704)
    Other............................................    (124,499)
                                                      -----------
                                                                  $ (8,845,203)
                                                                   -----------
Balance at close of period - 03/31/97............................ $ 98,908,704


Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     224,896
    Other............................................           0
                                                      -----------
                                                                  $    224,896
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                  $          0
                                                                   -----------
Balance at close of period - 03/31/98.............................$ 99,133,600
                                                                   ===========














                                            F-115

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 19

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/93.........................$         0

  Current year expense..................................$   98,220
                                                         ---------

Balance at close of period - 3/31/94..............................$    98,220

  Current year expense..................................$  418,117
                                                         ---------

Balance at close of period - 3/31/95..............................$   516,397

  Current year expense..................................$2,779,948
                                                         ---------

Balance at close of period - 3/31/96..............................$ 3,296,345

  Current year expense..................................$2,591,856
                                                         ---------

Balance at close of period - 3/31/97..............................$ 5,888,202


Current year expense....................................$3,087,218
                                                         ---------

Balance at close of period - 3/31/98..............................$ 8,975,420
                                                                   ==========


















                                           F-116



<TABLE> <S> <C>

<ARTICLE> CT
<CIK> 0000879555
<NAME> BOSTON CAPITAL TAX CREDIT FUND III L.P.
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               MAR-31-1998
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